James Skinner
About James E. Skinner
James E. Skinner (age 71) is an independent Class III director of Ares Commercial Real Estate Corporation (ACRE) since April 2016. He chairs the compensation committee and serves on the audit committee; the Board has designated him an “audit committee financial expert.” Skinner previously held senior finance and operating roles, including Vice Chairman, COO, and CFO of Neiman Marcus; he is a CPA (Texas) with a B.B.A. from Texas Tech University. His independence has been affirmatively determined by the Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neiman Marcus Group, Inc. | Vice Chairman | Jul 2015–Feb 2016 | Senior leadership experience in finance and operations |
| Neiman Marcus Group, Inc. | EVP, COO & CFO | Oct 2010–Jul 2015 | Oversight of finance, capital markets, risk management |
| Neiman Marcus Group, Inc. | EVP & CFO | 2007–2010 | CFO leadership across accounting and strategic planning |
| CapRock Communications Corp. | SVP & CFO | 2000 | Corporate finance leadership |
| CompUSA Inc. | EVP & CFO (from 1994); various roles | 1991–2000 | CFO oversight, capital markets, operations |
| Ernst & Young | Partner | 1987–1991 | Audit, accounting expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Shift Technologies | Director | Previously | End-to-end used auto commerce platform |
| CarLotz, Inc. (NASDAQ: LOTZ) | Director | Previously | Retail remarketing; combined via SPAC with Acamar (Jan 2021) |
| Acamar Partners Acquisition Corp. (NASDAQ: ACAM) | Director | Previously | Consumer/retail-focused SPAC (combination with CarLotz) |
| Fossil Group, Inc. (NASDAQ: FOSL) | Director | Previously | Consumer accessories |
| Hudson Ltd. (NYSE: HUD) | Director | Previously | Travel retail |
Board Governance
- Committee assignments: Chairperson, Compensation Committee; Member, Audit Committee. The Board deems Skinner independent (NYSE/SEC) and an audit committee financial expert.
- Attendance and engagement: In 2024, the Board met 7 times; audit committee 7; compensation committee 6; all directors attended at least 75% of their meetings and the 2024 annual meeting.
- Executive sessions and leadership: Independent directors meet regularly in executive session; Caroline E. Blakely serves as Lead Independent Director.
- Stock ownership guidelines: Directors must hold equity equal to 3× annual cash fees; directors are met or on track (subject to grace periods). Hedging/short-selling prohibited; pledging/margin require pre-approval.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | Annual director cash plus committee chair/member fees per policy |
| Annual Director Cash Policy (reference) | Structure | $175,000 annual fee paid ~46% cash/~54% restricted stock; extra cash: Lead Independent +$25k; Audit Chair +$20k; Comp/Nom-Gov Chair +$10k; Audit member +$10k; Nom-Gov/Comp member +$5k |
Performance Compensation
| Component | FY2024 Amount | Vesting | Outstanding/Unvested |
|---|---|---|---|
| Restricted Stock Awards (grant-date fair value) | $95,000 | Annual director restricted stock vests ratably quarterly over one year | Unvested restricted stock as of 12/31/2024: 6,920 shares |
| Near-term Vesting | N/A | — | Shares vesting within 60 days of 3/26/2025: 3,460 |
No director options, PSUs, or performance-conditioned equity are disclosed; director equity is time-vested restricted stock tied to service.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | Not disclosed for Skinner in 2025 proxy |
| Prior boards | Shift Technologies; CarLotz, Inc.; Acamar Partners Acquisition Corp.; Fossil Group, Inc.; Hudson Ltd. |
| Interlocks/conflicts | None disclosed involving competitors/suppliers/customers of ACRE; Skinner is independent. |
Expertise & Qualifications
- CPA (Texas); B.B.A., Texas Tech University.
- Decades of CFO/COO experience across retail and communications; partner at EY; deep knowledge in accounting, finance, capital markets, strategic planning, and risk management.
- Determined by the Board to have “accounting or related financial management expertise” and designated audit committee financial expert.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 72,642 (less than 1%) |
| Unvested restricted stock at 12/31/2024 | 6,920 |
| Shares vesting within 60 days (from 3/26/2025) | 3,460 |
| Ownership guidelines | 3× annual cash fees; directors met or on track (subject to grace periods) |
| Hedging/pledging | Hedging, short-selling prohibited; pledging/margin require prior approval |
Governance Assessment
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Strengths:
- Independent director with audit/finance depth; audit committee financial expert; chairs compensation committee overseeing external manager fees, equity plan, and clawback compliance.
- Robust engagement: regular executive sessions; meeting participation thresholds met; independent committee structure; Lead Independent Director enhances oversight.
- Alignment: Mandatory director ownership (3× cash fees); restrictions on hedging/pledging; director equity grants vest overtime.
- Shareholder support signal: 2024 Say-on-Pay approval ~90%.
-
Potential conflicts and mitigation:
- External management structure with Ares; material fees paid ($10.7m base fee; $0 incentive fee; $3.8m reimbursements in 2024) can create inherent conflicts. Independent compensation committee (chaired by Skinner) oversees the Manager’s compensation and equity plan administration, partially mitigating this.
- Principal shareholder with Ares affiliation (Antony P. Ressler entities, 3.9%) underscores need for vigilant independent oversight; Board majority independent and established governance safeguards (clawback, majority vote resignation policy, enhanced bylaws).
-
Attendance/engagement:
- 2024 meetings: Board 7; Audit 7; Compensation 6; Nom-Gov 4; all directors met at least 75% attendance and attended the annual meeting.
-
RED FLAGS:
- External management model and affiliate relationships (Ares) require ongoing scrutiny of fee alignment and related-party oversight—mitigated by independent committee control and explicit policies but still a structural risk.
- No disclosure of director share pledging, but policy requires pre-approval; monitor for any future pledges.
Citations:
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