Edmond Moriarty III
About Edmond N. Moriarty, III
Edmond N. Moriarty, III (age 64) is an independent Class I director of Ares Commercial Real Estate Corporation (ACRE), serving since April 2018 and standing for re‑election through the 2028 annual meeting if elected . He is Executive Vice President and Chief Operating Officer of Rockefeller Capital Management (since Oct 2022), previously its CFO and CRO (2018–2022), and earlier held senior roles at Morgan Stanley (Head of Merchant Banking & Real Estate Investing, AIP, and Managed Futures; 2010–2016) and Merrill Lynch (SVP & Co‑Chief Risk Officer; 1987–2008) . He holds a BA from Hamilton College and an MBA from the University of Virginia Darden School of Business; the Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockefeller Capital Management | Executive Vice President & Chief Operating Officer | Oct 2022–present | Executive Committee member; operations leadership |
| Rockefeller Capital Management | Chief Financial Officer & Chief Risk Officer | Mar 2018–Oct 2022 | Enterprise finance and risk oversight |
| Morgan Stanley | Head of Merchant Banking & Real Estate Investing, AIP, Managed Futures; COO, Investment Management | 2010–2016 (COO 2010–2013) | Mgmt Committee; Firm‑wide Risk; ALM; Global Franchise Committees |
| Merrill Lynch & Co. | Senior Vice President & Co‑Chief Risk Officer; Investment Banking (joined 1987) | 1987–2008 | Selected to senior transition leadership team for BoA merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elon University | Board of Trustees (former Chair, current member) | Not disclosed | University governance |
| Homeless Solutions, Inc. | Trustee (former) | Not disclosed | Non‑profit governance |
| Gill St. Bernard’s School | Board of Trustees (former Vice Chair) | Not disclosed | School governance |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member .
- Audit Committee “financial expert”: Board determined Moriarty (along with Browning and Skinner) has accounting/financial management expertise and is an SEC “audit committee financial expert” .
- Independence: Board affirmatively determined Moriarty is independent under NYSE rules; all audit, compensation, and nominating committees are fully independent .
- Attendance and engagement: In 2024 the Board met 7 times; Audit Committee 7; Nominating & Governance 4; Compensation 6. Each director then in office attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Non‑executive Chair (William S. Benjamin) and a Lead Independent Director (Caroline E. Blakely) who presides over executive sessions of independent directors; independent directors meet in executive session regularly and at least annually .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual director fees (cash) | $95,000 | Independent directors receive annual fee of $175,000 (~46% cash/~54% restricted stock); Moriarty’s cash fees reflect role plus committee membership . |
| Restricted stock awards (grant‑date fair value) | $95,000 | Director equity vests ratably quarterly over one year under the Equity Incentive Plan . |
| Total director compensation | $190,000 | Sum of cash and equity fair value . |
| Committee fee structure (policy) | See notes | Audit Chair +$20,000 cash; audit members +$10,000; N&G and Compensation Chairs +$10,000; members +$5,000; Lead Independent Director +$25,000 cash . |
Performance Compensation
| Equity Vehicle | Grant Frequency | Vesting | Amounts/Status |
|---|---|---|---|
| Restricted Common Stock (Director) | Annual | Vests ratably quarterly over 1 year | Moriarty had 6,920 unvested restricted shares outstanding as of 12/31/2024 . |
| Unvested shares vesting within 60 days of record date | N/A | N/A | 3,460 shares vest within 60 days of March 26, 2025 . |
No director performance‑conditioned equity (PSUs/options) is disclosed; director equity is time‑vested under the Equity Incentive Plan .
Other Directorships & Interlocks
| Company | Exchange | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
- No current public company directorships are disclosed for Moriarty in ACRE’s proxy; external roles noted are at Rockefeller Capital Management and non‑profits .
Expertise & Qualifications
- Financial expertise and risk management pedigree (audit committee financial expert designation) from senior finance/risk roles at Rockefeller Capital, Morgan Stanley, and Merrill Lynch .
- Real estate and capital markets experience (merchant banking, real estate investing) aligns with ACRE’s lending portfolio oversight .
- Education: BA (Hamilton College); MBA (UVA Darden) .
Equity Ownership
| Ownership as of March 26, 2025 | Shares | % of Class | Notes |
|---|---|---|---|
| Beneficial ownership | 55,330 | <1% | Includes RSUs/restricted shares counted under SEC rules . |
| Unvested restricted shares outstanding (12/31/2024) | 6,920 | — | Director equity under the Equity Incentive Plan . |
| Unvested vesting within 60 days of record date | 3,460 | — | As defined by SEC beneficial ownership rules . |
- Stock Ownership Guidelines: Directors must hold equity equal to 3× annual cash fees; directors and executives have met or are on track, subject to grace periods (3 years for directors) .
- Hedging/pledging restrictions: Prohibitions on hedging, short‑selling, and pledging company securities without prior approval under Insider Trading Policy .
Governance Assessment
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Strengths
- Independence and financial oversight: Moriarty is independent and an SEC‑defined audit committee financial expert, bolstering audit quality and risk oversight .
- Committee engagement: Active roles on Audit and Nominating & Governance committees; Board holds regular executive sessions led by a Lead Independent Director .
- Attendance: Board and committee cadence is robust (7/7/4/6 meetings in 2024) with ≥75% attendance by each director, signaling engagement .
- Shareholder signals: 2024 say‑on‑pay approval was ~90%, indicating broad support for compensation governance; continued annual say‑on‑pay recommended .
- Ownership alignment: Director equity grants and stock ownership guidelines (3× cash fees) promote skin‑in‑the‑game; anti‑hedging/pledging policies reduce misalignment risk .
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Potential Risks and Red Flags
- External manager structure: Ares Management receives a 1.5% base management fee on stockholders’ equity ($10.7M in 2024) and expense reimbursements ($3.8M in 2024), inherently creating a related‑party dynamic; oversight rests with independent committees (Moriarty’s Audit Committee reviews affiliate payments and risk, while the Compensation Committee oversees the Management Agreement) .
- Ownership concentration: Moriarty’s personal holdings are <1% of shares outstanding, typical for REIT directors but implies limited direct economic exposure; mitigated by guideline requirements and ongoing equity awards .
- No disclosed public company board interlocks: Reduces conflict risk, but limits cross‑company governance benchmarking leverage specific to public boards; non‑profit board experience remains relevant .
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Net view: An independent, financially sophisticated director with deep capital markets and risk credentials, active committee service, and acceptable alignment policies; the principal governance sensitivity is the external management arrangement with Ares, which is under structured oversight by independent committees including Moriarty’s Audit Committee .