William Benjamin
About William S. Benjamin
William S. Benjamin, 61, is a Class II director and non‑executive Chairman of the Board at Ares Commercial Real Estate Corporation (ACRE) since February 2018. He is Partner and Co‑Head of Ares Real Estate, previously Senior Partner at AREA Property Partners (1995–2013) and Principal at Bankers Trust (1986–1995). He holds a BA from Harvard and an MBA from Wharton. The Board classifies him as an “interested” (non‑independent) director, reflecting his Ares affiliation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AREA Property Partners | Senior Partner | 1995–2013 | Senior leadership in global real estate investing |
| Bankers Trust Corp. | Principal | 1986–1995 | Capital markets and real estate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ares Real Estate | Partner; Co‑Head | 2013–present | Serves on Ares Real Estate Global and U.S. Development & Redevelopment II Investment Committees |
| Ares Industrial Real Estate Income Trust Inc. | Chairman | — | Chairman of the board |
| Impetus (UK charity) | Trustee | — | Education/employment access initiatives |
Board Governance
- Role: Non‑executive Chairman; not a member of Audit, Compensation, or Nominating & Governance committees (all three are fully independent; chairs and members listed exclude Benjamin) .
- Independence: “Interested” director (not independent under NYSE rules) .
- Attendance/Engagement: In 2024, Board held 7 meetings; Audit 7; Nominating & Governance 4; Compensation 6; each director then in office attended at least 75% of their meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Caroline E. Blakely; independent directors meet in executive session, with Blakely presiding .
- Board composition: Eight directors; 75% independent since 2021 appointment of an additional independent director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director fees (independent directors) | $175,000 annual; ~54% stock, ~46% cash | Chair/member adders: Lead Independent +$25k; Audit Chair +$20k; N&G Chair +$10k; Comp Chair +$10k; Audit member +$10k; N&G/Comp member +$5k |
| Benjamin-specific director fees | Not disclosed | Benjamin is not listed in the independent director compensation table; no separate Chairman fee disclosed . |
Performance Compensation
| Element | Metrics | Grant/Terms |
|---|---|---|
| Director equity (independent directors) | None specified for directors; restricted stock awards vest quarterly over one year | Independent director awards under Equity Incentive Plan; no performance conditions disclosed for director grants . |
| Chairman input to awards | N/A | Compensation Committee considers advice/counsel of Mr. Benjamin when issuing equity awards under the Equity Incentive Plan—an influence consideration though he is not a committee member . |
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Conflict Consideration |
|---|---|---|
| Ares Industrial Real Estate Income Trust Inc. | REIT (Ares‑affiliated) | Chair role at an Ares‑sponsored REIT while ACRE is externally managed by Ares—heightens related‑party oversight needs . |
| Ares Real Estate | Ares platform | Co‑Head of Ares Real Estate; Manager (Ares Commercial Real Estate Management LLC) is Ares’ subsidiary; management fees ($10.7m in 2024) and reimbursements ($3.8m) paid by ACRE to Manager . |
Expertise & Qualifications
- Global commercial real estate leadership, capital markets and investment committee experience; provides leadership and market insight to the Board .
- Formal legal/committee governance is supported by fully independent committee chairs and Lead Independent Director structure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Vehicle / Notes |
|---|---|---|---|
| William S. Benjamin | 36,596 | <1% | Held via the William S. Benjamin 2017 No. 1 Trust (trustee is a family member) . |
| Stock ownership guidelines | — | — | Each director must hold equity equal to 3× annual cash fees received by independent directors; directors have 3‑year grace period; as of proxy, all directors on track or compliant . |
| Hedging/pledging | — | — | Prohibited without prior approval; no short‑selling or speculative derivatives; pledging/margin restricted . |
Governance Assessment
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Strengths:
- Independent committee structure (Audit, Compensation, N&G) with financially literate “audit committee financial experts” and clear charters; robust meeting cadence and attendance in 2024 .
- Lead Independent Director framework with executive sessions; 75% independent board composition; stock ownership guidelines for directors and executive officers .
- Clawback policy compliant with NYSE Rule 10D; Say‑on‑Pay approved by ~90% in 2024; ongoing shareholder outreach and incremental governance enhancements (e.g., director majority vote policy) .
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Concerns/RED FLAGS:
- External management by Ares with material base management fees ($10.7m in 2024) and reimbursements ($3.8m); Benjamin’s dual role as Ares Real Estate Co‑Head and ACRE Chairman increases perceived conflict risk and reliance on independent committees to mitigate .
- Compensation Committee explicitly “seeks and considers” Mr. Benjamin’s advice on equity awards—introduces influence by a non‑independent Chair into compensation decisions despite formal committee independence .
- Exclusivity covenant is limited (Ares will not sponsor another public REIT investing primarily in the same asset class), but broader Ares platform conflicts remain; opportunity allocation governed by Ares’ internal policy, amendable without ACRE consent .
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Risk oversight:
- Audit Committee and Board engage with Manager on enterprise risks (portfolio, leverage, impairments, REIT status, Investment Company Act exemption, cybersecurity/AI use), but reliance on Manager underscores importance of independent monitoring and disclosure rigor .
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Net takeaways for investors:
- Board effectiveness relies on independent committees and Lead Independent Director to counterbalance a non‑independent Chairman closely tied to the Manager. Monitor Compensation Committee decisions for independence and transparency, related‑party fee trends, and any adjustments to Ares’ allocation policies or Management Agreement terms .
Overall, Benjamin brings deep real estate and capital markets expertise and serves as a strategic conduit to Ares; however, his non‑independent status and the external management model necessitate heightened vigilance around compensation influence, related‑party transactions, and investment allocation fairness .