Anastasia Mironova
About Anastasia Mironova
Anastasia Mironova, 40, has served as ARI’s Chief Financial Officer, Treasurer and Secretary since April 4, 2022; she also serves as CFO, Treasurer and Secretary of Apollo Realty Income Solutions, Inc. (ARIS) since March 2025, following a year as ARIS’ interim CFO (March 2024–March 2025) . She holds a Masters in Finance and Credit from the Finance Academy under the Government of the Russian Federation and is a U.S. CPA (AICPA and NYSSCPA member) . Compensation decisions for ARI’s executives emphasize firm performance measures including Distributable Earnings, Dividend Coverage Ratio, and Book Value Per Share; over 2019–2024, a $100 investment in ARI grew to $89 (vs. $79 for the FTSE NAREIT All Mortgage Capped Index), with 2024 GAAP net loss of $119.6 million and Distributable Earnings of $61.3 million (thousands) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BDO USA, LLP | Partner focused on public REITs and debt funds | May 2021–Apr 2022 | Led audit/advisory for public REITs and debt funds; domain expertise directly applicable to mortgage REIT finance and reporting . |
| Deloitte (U.S. and CIS) | Various roles incl. Deloitte & Touche LLP; focus on public mortgage REITs | ~2006–Apr 2021 (15 years) | Deepened technical accounting and controls expertise in mortgage REITs; built sector specialization over 15 years . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Apollo Realty Income Solutions, Inc. (ARIS) | Chief Financial Officer, Treasurer and Secretary | Mar 2025–present | Previously Interim CFO, Treasurer and Secretary from Mar 2024–Mar 2025 . |
| Professional bodies | CPA; AICPA and NYSSCPA member | N/A | Professional accreditation and memberships . |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $217,231 | $329,837 | $192,952 |
| Actual Bonus Paid | $691,389 | $470,014 | $289,429 |
| All Other Compensation | $37,005 | $50,418 | $26,807 |
| Total (Salary+Bonus+Other) | $1,195,624 | $1,000,261 | $703,783 |
ARI is externally managed; Ms. Mironova is employed by an affiliate of the Manager. The salary, bonus and other amounts above represent ARI’s allocable share of her compensation based on time spent on ARI affairs; ARI reimburses the Manager for this share. ARI did not determine her cash compensation; the allocable amount for 2024 totaled $509,188 per the Management Agreement context .
Performance Compensation
Equity Grants (RSUs)
| Grant Date | Award Type | Units (#) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Dec 30, 2024 | RSUs | 22,214 | $194,595 | Time-based; vests in substantially equal annual installments on Dec 31 of 2025, 2026, 2027; delivery of shares by Mar 15 following vest year; dividend equivalents paid during vesting . |
| Jan 10, 2022 (appointment terms) | RSUs | — | $100,000 | Vests in three equal annual installments; granted under 2019 Equity Incentive Plan . |
Stock Vested in 2024
| Item | 2024 |
|---|---|
| RSU Shares Acquired on Vesting (#) | 10,898 |
| Value Realized on Vesting ($) | $99,925 |
Performance Metrics and Payout Mechanics (2024)
| Metric | How Used | Weighting | Target | Outcome/Payout |
|---|---|---|---|---|
| Distributable Earnings | Among most important measures considered in determining equity grants . | Not disclosed . | Not disclosed . | Not disclosed . |
| Dividend Coverage Ratio | Among most important measures considered . | Not disclosed . | Not disclosed . | Not disclosed . |
| Book Value Per Share | Among most important measures considered . | Not disclosed . | Not disclosed . | Not disclosed . |
ARI does not grant stock options; equity awards are largely time-based RSUs with dividend equivalents; no option repricing permitted without stockholder approval .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Common Stock Beneficially Owned | 47,693 shares; sole voting/investment power; less than 1% of 138,942,322 shares outstanding as of Apr 15, 2025 . |
| Unvested RSUs Outstanding (12/31/2024) | 37,245 RSUs . |
| Vesting Schedule | 34,884 RSUs vest in equal annual installments on Dec 31 of 2025, 2026 and 2027; 2,361 RSUs vested on Apr 4, 2025 . |
| Dividend Equivalents | Cash distributions paid on RSUs during vesting; shares delivered by Mar 15 following vest year . |
| Hedging/Shorting Policy | Executives prohibited from short-selling, speculative option transactions, or derivative hedges on ARI stock (other than plan awards) . |
| Pledging | No pledging disclosure specific to Ms. Mironova in the proxy . |
| Ownership Guidelines | Director stock ownership guidelines in place; executive officer ownership guidelines not disclosed . |
Employment Terms
| Topic | Terms/Status |
|---|---|
| Employment/Start Date | Appointed CFO, Treasurer, Secretary effective Apr 4, 2022 . |
| External Management Structure | ARI has no employees; managed by ACREFI Management, LLC (Apollo affiliate) under a Management Agreement . |
| Cash Compensation Determination | Cash compensation for CFO determined by Apollo; ARI reimburses its allocable share based on time spent; ARI did not and does not determine her compensation . |
| Clawback Policy | Board adopted NYSE/SEC-compliant recovery policy requiring recoupment of erroneously awarded incentive compensation upon a restatement (3 prior fiscal years) . |
| Termination/Forfeiture | Unvested RSUs are immediately and irrevocably forfeited upon termination by the Manager or its affiliates (including resignation, discharge, death, or retirement) . |
| Change-in-Control (CIC) | Under the 2024 Equity Incentive Plan, the Compensation Committee may adjust awards to maintain proportionate rights; no explicit single- or double-trigger acceleration terms disclosed . |
| Non-Compete/Non-Solicit | Not disclosed in proxy . |
| Say-on-Pay Support | 95.0% of votes cast approved NEO compensation in 2024 . |
| Section 16 Compliance | One Form 4 for Ms. Mironova (and CEO) was inadvertently filed late for Dec 2024 RSU grant . |
Performance & Track Record
- 2024 performance context used by Apollo for compensation determinations included prudent liquidity management, proactive asset management, investor outreach, growth, and balance sheet/risk management contributions by the CFO and CEO .
- Pay-versus-performance data: ARI TSR implies $100 invested at 12/31/2019 = $89 at 12/31/2024; peer index = $79; 2024 GAAP Net Income (thousands) = $(119,636), Distributable Earnings (thousands) = $61,316 .
- Compensation design: Apollo reported approximately 20% fixed (salary) and ~80% variable (bonus) pay mix for named executive officers in 2024; compensation paid to NEOs associated with ARI’s support represented less than 10% of ARI’s 2024 management fee, per Manager estimates .
Compensation Structure Analysis
- Shift in mix: CFO’s ARI-allocable cash comp (salary+bonus) decreased from 2022 to 2024; equity compensation delivered as RSUs remains time-based with three-year annual vesting cadence .
- Performance linkage: The Compensation Committee considered Distributable Earnings, Dividend Coverage, and Book Value Per Share but did not disclose specific weightings/targets; awards are primarily time-based RSUs with dividend equivalents (lower risk profile vs options) .
- Governance features: NYSE/SEC-compliant clawback, prohibition on short-selling/derivatives; no option repricing without stockholder approval .
Investment Implications
- Alignment: Time-based RSUs (with dividend equivalents) and modest direct ownership (47,693 shares; <1%) indicate alignment but with limited disclosed performance-conditional equity; external management structure means ARI does not set CFO cash pay, though it reimburses its allocable share .
- Retention/overhang: Scheduled RSU vesting through 2027 (plus April 4, 2025 tranche) creates predictable equity delivery events that can add episodic selling pressure depending on net-share settlements and personal liquidity choices .
- Risk controls: Clawback and insider trading policy reduce governance risk; absence of explicit single/double-trigger CIC acceleration and forfeiture of unvested RSUs on termination limit severance/CIC cost exposures borne by ARI .
- Performance orientation: While key metrics are considered, the lack of disclosed weightings/targets may dilute pay-for-performance transparency; however, strong 2024 say-on-pay support (95%) suggests investor acceptance of the externally managed model and current compensation architecture .