Carmencita Whonder
About Carmencita N.M. Whonder
Carmencita N.M. Whonder (age 48) has served on ARI’s board since June 2021. She is Policy Director at Brownstein Hyatt Farber Schreck, advising financial services and housing clients on U.S. legislative and regulatory matters; she also founded OF WHONDER, a size-inclusive luxury womenswear brand, and serves as CEO of Whonder Apparel Group. She holds a B.A. from Howard University, a diploma from Universidad Pontificia de Salamanca, and a Master’s in International Public Policy from Johns Hopkins SAIS . As of April 29, 2025, her board tenure is 3 years per ARI’s nominee demographics table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate Banking, Housing & Urban Affairs Committee | Principal advisor to Sen. Charles E. Schumer; Staff Director, Subcommittee on Housing, Transportation & Community Development | Prior to Nov 2008 (dates not fully specified); subcommittee staff director through her Brownstein start in Nov 2008 | Public policy expertise in housing/financial regulation |
| U.S. Senate Subcommittee on Economic Policy | Minority Staff Director | Mar 2004–Dec 2006 | Economic policy oversight role |
| Gates Millennium Scholars Program/UNCF | Leadership Education Counselor | Jan 2001–Jul 2003 | Education leadership counseling |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MidCap Financial Investment Corporation (NASDAQ: MFIC) | Director | Since Jul 2022 | Apollo-affiliated BDC; interlock within Apollo ecosystem |
| Population Council | Trustee | Since 2021 | Non-profit governance |
| Brooklyn Org | Board Member | Since 2022 | Non-profit governance |
| DC Jazz Festival | Board Member | Since 2010 | Non-profit governance |
| Howard University College of Arts and Sciences | Board of Visitors | Appointed 2024 | Academic advisory role |
| Direct ChassisLink, Inc. | Director (former) | Mar 2020–Nov 2022 | Former private company board service |
Board Governance
- Committee assignments: Not listed as a member of ARI’s standing committees. 2024/2025 committees were: Audit (Biderman—Chair, Haysom, Prince, Salvati); Compensation (Prince—Chair, Biderman, Carlton, Haysom, Kasdin); Nominating & Corporate Governance (Carlton—Chair, Kasdin, Salvati) .
- Independence: The board did not determine Ms. Whonder to be independent under ARI’s Independence Standards solely because she is employed by a law firm that provides advice to Apollo and certain Apollo portfolio companies; she is not an employee of Apollo or its affiliates .
- Attendance/engagement: In 2024, the board met 8 times; all directors attended at least 75% of board and applicable committee meetings. Eight directors then serving attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least four times per year .
- Skills/qualifications: Skills grid flags Business Strategy/Operations, Financial Literacy, Government/Public Policy, and Regulatory/Legal/Compliance for Ms. Whonder .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Equity ($) | Committee Chair Fees ($) | Committee Member Fees ($) | Notes |
|---|---|---|---|---|---|---|
| 2023 | Non-employee director | 75,000 | 100,000 | Audit 20,000; Comp 10,000; N&CG 10,000 | Audit 10,000; Comp 5,000; N&CG 2,500 | Her 2023 total: $175,000 (Cash $75,000; RS $100,000) . Structure and fee grid apply to all directors . |
| 2024 | Non-employee director | 75,000 | 100,000 | Audit 20,000; Comp 10,000; N&CG 10,000 | Audit 10,000; Comp 5,000; N&CG 2,500 | Her 2024 total: $175,000 (Cash $75,000; RS $100,000) . Restricted stock vests in full after one year . |
| 2025 (policy) | Non-employee director | 100,000 | 100,000 | Same as 2024 | Same as 2024 | Updated 2025 base fee policy for non-employee directors . |
Directors receive dividends on restricted stock at the same per-share rate as common shareholders during vesting .
Performance Compensation
- Director equity awards are time-based (restricted stock vesting on the one-year anniversary); no director-specific performance metrics disclosed. Performance measures in the equity plan are used for employees of the Manager and affiliates, not for director retainers .
Other Directorships & Interlocks
| Connection | Detail | Governance Implication |
|---|---|---|
| Apollo ecosystem interlock | Ms. Whonder serves on MFIC’s board (Apollo-affiliated). ARI is externally managed by an Apollo subsidiary under a management agreement . | Heightened related-party context; potential for perceived conflicts or alignment issues across Apollo-managed vehicles. |
| Apollo affiliates on ARI board | Other ARI directors have Apollo affiliations (e.g., CEO Rothstein is an Apollo Partner/COO for Real Estate/Asset Backed Finance) . | Reinforces need for robust independent oversight and committee independence. |
Expertise & Qualifications
- Public policy experience in financial services and housing; legal/regulatory expertise; financial literacy and strategic/operational experience per ARI’s skills matrix .
- Education: B.A. (Howard), diploma (Universidad Pontificia de Salamanca), MIPP (Johns Hopkins SAIS) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Notable Details |
|---|---|---|---|
| Carmencita N.M. Whonder | 19,786 | <1% | Includes 10,162 unvested restricted shares granted under the 2024 Equity Incentive Plan . |
- Director ownership guidelines: Non-employee directors must hold equity equal to at least 3x the annual cash retainer; directors have 3 years to comply. ARI states current non-employee directors are in compliance .
- Hedging/shorting: Insider trading policy prohibits hedging, short sales, and speculative transactions in ARI securities for directors and specified personnel .
Governance Assessment
- Independence and conflicts: Ms. Whonder is not independent under ARI’s standards due solely to her employment at a law firm that advises Apollo and certain Apollo portfolio companies—material given ARI’s external management by Apollo and the $36.1 million management fee and $7.8 million reimbursements in 2024 (and a termination fee provision) . This relationship and her MFIC directorship indicate interlocks within the Apollo ecosystem, underscoring the importance of independent committee oversight (she is not on Audit/Comp/N&CG) .
- Attendance/engagement: She met ARI’s attendance threshold in 2024 (board: 8 meetings; all directors ≥75%), supporting baseline engagement .
- Compensation and alignment: Director pay mix is balanced between cash and equity ($75k/$100k in 2024; policy moves to $100k/$100k in 2025). One-year vesting and dividend pass-through align directors with shareholders, and she is reported in compliance with ownership guidelines .
- Risk indicators: ARI disclosed an inadvertent late Form 4 filing for Ms. Whonder related to a May 2024 sale—administrative in nature but noteworthy for compliance tracking. No pledging or loans disclosed; hedging prohibited .
- Overall: Strong policy scaffolding (ownership guidelines, hedging prohibitions, majority vote policy) exists, but perceived independence constraints due to Apollo-related ties and lack of committee roles for Ms. Whonder are the key governance watchpoints affecting investor confidence in board independence and oversight .
RED FLAGS
- Not independent under ARI’s standards due to Brownstein–Apollo advisory relationship .
- Insider reporting: late Form 4 for a May 2024 share sale (administrative lapse) .
- Apollo ecosystem interlocks (e.g., MFIC directorship) alongside ARI’s Apollo management agreement and substantial fees create related-party context requiring vigilant independent oversight .
Reference Notes
- Board meeting frequency and attendance (2024): 8 meetings; all directors ≥75% .
- Committee compositions (no assignment for Ms. Whonder): Audit ; Compensation ; Nominating & Corporate Governance .
- Director compensation tables (2023/2024) and 2025 changes .
- Beneficial ownership (as of Apr 15, 2025) .
- Ownership guidelines compliance .
- Insider trading policy (hedging/shorting prohibition) .
- Management agreement summary and 2024 payments .