Rand April

About Rand S. April

Rand S. April, age 74, is a Class III independent director at Ares Commercial Real Estate Corporation (ACRE), serving since April 2016. He currently chairs the Nominating & Governance Committee and is a member of the Compensation Committee. April is a former long‑time Partner at Skadden, Arps with deep real estate and finance expertise; he holds a BA (Phi Beta Kappa) from Northwestern and a JD (Harlan Fiske Stone Scholar) from Columbia Law School. The Board reviewed that April is a limited partner in certain Ares Management funds and concluded this relationship does not impair his independence .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Nominating & Governance Committee: Chair (members: April, Edmond N. Moriarty III, Rebecca J. Parekh)
  • Compensation Committee: Member (Chair: James E. Skinner; members: Skinner, April, William L. Browning)
• Independence: Board affirmatively determined April is independent under NYSE rules; LP interests in Ares funds do not impair independence per Board review .
• Attendance and engagement:
  • 2024 meetings: Board (7), Audit (7), Nominating & Governance (4), Compensation (6); each director attended ≥75% of meetings of Board and their committees; all directors attended the 2024 annual meeting .
• Tenure and class: Class III director since April 2016; reelected in 2024 to serve until the 2027 annual meeting .
• Board leadership context: Lead Independent Director is Caroline E. Blakely; non‑management and independent directors meet regularly in executive session, at least annually .

Fixed Compensation

• Structure for independent directors:
  • Annual fee: $175,000, paid ~54% in restricted stock and ~46% in cash; restricted stock vests quarterly over one year .
  • Additional annual cash fees: Lead Independent Director ($25,000), Audit Chair ($20,000), Nominating & Governance Chair ($10,000), Compensation Chair ($10,000); committee members (Audit: $10,000; Nominating & Governance: $5,000; Compensation: $5,000) .
  • Initial grant for outside directors: 5,000 restricted shares upon joining the Board .

Performance Compensation

• Equity grants to directors are time‑based restricted stock aligned with annual fees; no director PSUs or performance‑linked metrics are disclosed for directors. Restricted stock vests ratably quarterly over one year .

• Clawback policy: Company adopted a clawback policy compliant with NYSE/Exchange Act Section 10D rules .
• Stock ownership guidelines: Directors must own equity equal to 3x annual cash fees; all directors are “met or on track,” subject to grace periods .

Other Directorships & Interlocks

• Public company boards: None disclosed for April .
• Interlocks/potential conflicts:
  • April is a limited partner in certain Ares funds; Board concluded independence is not impaired .
  • ACRE is externally managed by an Ares subsidiary; Management Agreement includes base management fee (1.5% of stockholders’ equity) and reimbursement arrangements, overseen by independent committees; co‑investments and loan acquisitions with Ares‑managed vehicles may present potential conflicts, subject to committee oversight and related‑party review processes .

Expertise & Qualifications

• Real estate and finance legal expertise; REIT/securitized debt offerings; leadership of Skadden’s LA office .
• Education: BA, Northwestern (Phi Beta Kappa); JD, Columbia Law School (Harlan Fiske Stone Scholar) .
• Board qualifications: Provides valuable knowledge and insight into real estate industry to ACRE’s Board .

Equity Ownership

• As of 12/31/2024, April had 6,920 unvested restricted common shares outstanding (annual director grant) .
• Pledging/hedging: Company policy restricts margin accounts, pledging, hedging, and speculative trading in Company securities .

Governance Assessment

• Strengths:

  • Independent director with deep real estate/finance legal background; committee leadership as Nominating & Governance Chair and service on Compensation Committee .
  • High attendance threshold met across Board/committees; engagement evidenced by 2024 annual meeting attendance .
  • Stock ownership guidelines (3x cash fee) with compliance/on‑track status; quarterly vesting aligns incentives, plus clawback adoption enhances accountability .
  • Formal restrictions on pledging/hedging; regular executive sessions; robust committee independence and charters .

• Potential conflicts and mitigants:

  • External manager (Ares affiliate) with base fees and related reimbursements; Board committees oversee Manager performance and fees; Audit Committee pre‑approves related party transactions, and co‑investments/loan purchases follow established oversight, reducing conflict risk .
  • April’s LP interests in Ares funds noted and specifically assessed; Board determined independence is not impaired .

• Signals impacting investor confidence:

  • Transparent director pay structure with balanced cash/equity and modest chair/member fees; no discretionary director bonuses or option repricing; equity is time‑vested rather than performance‑based (typical for REIT directors) .
  • Governance enhancements from shareholder feedback (ownership guidelines, anti‑pledging/hedging, majority vote resignation policy, clawback adoption) indicate responsiveness and governance maturity .

• RED FLAGS:

  • External management structure inherently presents conflict potential (fees, affiliated transactions); requires continued robust independent oversight and disclosure .
  • No explicit disclosure of individual director pledging status beyond policy; monitor future proxies for any exceptions .