Brenna Haysom
About Brenna Haysom
Brenna Haysom, 48, has served on ARI’s board since February 2020. She is CEO of Rally Labs, LLC (founded 2010), previously worked in Apollo Global Management’s Private Equity Group on equity and credit investments across multiple sectors, and began her career at Lazard (M&A and Restructuring). She holds an A.B. with honors in Social Studies from Harvard College, an MBA from Harvard Business School, and has completed executive education coursework in cybersecurity. The board has affirmatively determined she is independent under NYSE standards and ARI’s Independence Standards; her board tenure was five years as of April 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rally Labs, LLC | Chief Executive Officer | 2010–present | Founder/operator of consumer healthcare company |
| Apollo Global Management (Private Equity Group) | Investment professional (equity and credit) | Pre-2010 | Focused on financial services, transportation, chemicals, telecom, media |
| Lazard (Frères & Co.) | Analyst/associate in M&A and Restructuring | Career start | Transaction execution and restructuring exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H&R Real Estate Investment Trust (TSX: HR.UN) | Director | Current | Chair of Compensation, Governance and Nominating; member of Audit Committee |
| Venerable Holdings, Inc. | Director | Current | Member of Audit Committee |
| Corporate Solutions Life Reinsurance Company | Director | Current | Subsidiary board of Venerable Holdings |
| Venerable Insurance and Annuity Company | Director | Current | Chair of Compensation Committee; member of Nominating & Corporate Governance |
Board Governance
- Committee assignments (ARI): Audit Committee member; Compensation Committee member. The board identified Haysom as an Audit Committee “financial expert” under SEC rules and financially literate under NYSE standards .
- Independence: Board affirmatively determined Haysom is independent under NYSE and ARI’s Independence Standards (six of nine nominees independent) .
- Attendance: In 2024 the board met eight times; all directors attended at least 75% of board and committee meetings; eight directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least four times per year .
| Committee | 2024 Meeting Count | Haysom Role | Independence/Expertise |
|---|---|---|---|
| Audit | 9 | Member | Independent; Audit Committee financial expert; financially literate |
| Compensation | 7 | Member | Independent |
Fixed Compensation
| Component | 2024 Amount | 2025 Structure |
|---|---|---|
| Annual base director fee (non-employee) | $175,000 (Cash $75,000; Equity $100,000) | $200,000 (Cash $100,000; Equity $100,000) |
| Audit Committee member retainer | $10,000 (cash) | $10,000 (cash) |
| Compensation Committee member retainer | $5,000 (cash) | $5,000 (cash) |
| Nominating & Corporate Governance member retainer | $2,500 (cash) | $2,500 (cash) |
| 2024 Director Compensation (Haysom) | Cash Fees ($) | Restricted Stock Awards ($) | Total ($) |
|---|---|---|---|
| Brenna Haysom | 90,000 | 100,000 | 190,000 |
Vesting for director equity: Restricted Common Stock vests in full on the anniversary of grant, subject to continued service; directors receive dividends equivalent to common stock on unvested shares .
Performance Compensation
- Director equity awards are time-based (not performance-conditioned). Company-wide equity awards under the 2024 Equity Incentive Plan are administered by the Compensation Committee and consider qualitative and quantitative measures of ARI performance when granting awards to Manager personnel and named executive officers .
| 2024 Performance Measures Used by Compensation Committee | Definition/Notes |
|---|---|
| Distributable Earnings | Non-GAAP: GAAP net income to common stockholders adjusted for specified non-cash/unrealized items, FX, and CECL; used by investors to compare mortgage REITs |
| Dividend Coverage Ratio | Distributable Earnings divided by dividends paid to common stockholders |
| Book Value Per Share | Common stockholders’ equity divided by shares outstanding |
Controls and investor-alignment policies:
- Clawback: ARI adopted a Recovery Policy compliant with SEC/NYSE rules to recover erroneously awarded incentive compensation over the prior three fiscal years following a required restatement .
- Hedging/speculative trading: Directors, executives, and Apollo personnel are prohibited from short-selling ARI securities and transactions designed to hedge or offset declines (e.g., puts/derivatives) .
- Change-in-control treatment: Committee may adjust awards to preserve grantee rights; seeks actions that do not have substantial adverse economic impact on participants .
- Option repricing: Repricing of options/SARs is not permitted without stockholder approval .
- Say-on-Pay: 95.0% approval in 2024 for named executive officer compensation .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | H&R REIT (HR.UN) – Chair C/N/G; Audit member |
| Private/insurance boards | Venerable Holdings and subsidiaries; Audit (Holdings), Chair Compensation (Venerable Insurance), N&CG member |
| Potential interlocks | Prior Apollo employment; ARI is externally managed by an Apollo affiliate (ACREFI Management). Board determined independence; monitor for perceived affiliation given external manager structure . |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Financial/audit expertise | Identified by board as Audit Committee financial expert; financially literate |
| Investment/credit | Apollo Private Equity Group experience across equity/credit and multiple sectors |
| Real estate/REIT | H&R REIT board service; ARI board experience |
| Governance/compensation | Chair roles at H&R REIT and Venerable Insurance & Annuity Compensation Committees |
| Cybersecurity | Completed executive education coursework in cybersecurity |
| Education | A.B. Harvard College; MBA Harvard Business School |
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Brenna Haysom | 65,773 | <1% | Includes 10,162 unvested restricted Common Stock granted under the 2024 plan |
Director stock ownership guidelines: Minimum equity equal to 3× annual cash retainer; current non-employee directors are in compliance .
Insider transactions (signal of alignment and engagement):
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Apr 1, 2025 | Stock Award (Grant) – Restricted Common Stock | 10,162 | $0.00 | |
| Apr 1, 2024 | Stock Award (Grant) – Restricted Common Stock | 9,140 | $0.00 |
Board Governance
| Governance Item | ARI Policy/Status |
|---|---|
| Majority vote policy | Uncontested directors receiving more “withheld” than “for” must tender resignation; N&CG reviews and board acts within 90 days; decision disclosed |
| Independent oversight | Majority independent board; independent directors meet quarterly in executive session |
| External management agreement | ACREFI Management earns 1.5% of stockholders’ equity per annum; 2024 fees ~$36.1M; auto-renews annually unless two-thirds of independent directors vote to terminate (termination fee = 3× average annual fee for prior 24 months); board reviewed in Feb 2025 and did not terminate |
| Related-party transactions policy | Board/Appointed Committee pre-approves, monitors; recusal for interested directors; disclosure required |
| Related-party transactions (FY2024) | No transactions >$120,000 with directors/executives/5% holders or immediate families other than the management agreement |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation); designated audit financial expert; strong finance and governance background; compliance with director ownership guidelines; robust clawback and anti-hedging policies; majority-independent board and executive sessions bolstering oversight .
- Engagement/alignment: Regular annual director equity grants with time-based vesting and dividend rights; beneficial ownership albeit <1% aligns with ownership guidelines and industry practice; say-on-pay support at 95% in 2024 signals investor confidence in compensation governance .
- Watch items/RED FLAGS (monitor): External manager structure with significant fees and termination fee could create perceived conflicts—Haysom’s prior Apollo experience increases the need for vigilant independent oversight of the Manager and fee reasonableness; no specific related-party transactions disclosed with Haysom; Section 16(a) late filings noted for other insiders in 2024, but not for Haysom .
Overall, Haysom’s committee roles and audit expertise support board effectiveness; independence determinations and attendance targets were met. Monitoring continues to be warranted around external management economics and any future Apollo-related interlocks; current disclosures indicate compliance and no related-party transactions involving Haysom .