Katherine Newman
About Katherine G. Newman
Katherine G. Newman (age 46) has served on ARI’s board since June 2020. She is Partner and Global Head of Tax Finance at Apollo, advising on tax matters for Apollo’s funds, investors, and investments, and on Apollo’s public holding structure. She holds an A.B. in Social Studies magna cum laude from Harvard and a J.D. from Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Global Management | Partner and Global Head of Tax Finance | 2010–present | Advises across Apollo on tax structuring and public holding structure; brings asset management tax/legal expertise to ARI |
| Akin Gump Strauss Hauer & Feld LLP | Attorney | Pre-2010 | Corporate/tax legal practice prior to Apollo |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Women’s Justice Initiative | Director | Not disclosed | Non-profit focused on education, access to legal services, and gender-based violence prevention |
| Chances for Children | Director | Not disclosed | Non-profit providing clinical intervention services for families with young children |
Board Governance
- Board tenure: 4 years as of April 29, 2025 .
- Committee memberships: Not listed on Audit, Compensation, or Nominating & Corporate Governance Committees (2024 committee rosters exclude Newman) .
- Independence: The board affirmed six of nine nominees as independent (Biderman, Carlton, Haysom, Kasdin, Prince, Salvati); Newman is not included in that independent list, reflecting affiliation with Apollo .
- Attendance: Board held eight meetings in 2024; all directors attended at least 75% of board and applicable committee meetings. Eight directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least four times per year .
- Majority vote resignation policy for directors in uncontested elections is in place .
Fixed Compensation
| Component | Amount/Status | Notes |
|---|---|---|
| Annual board cash retainer | Not paid by ARI | ARI pays director fees only to non‑employee directors (i.e., not employees of Apollo); Newman, as an Apollo Partner, is not a “non‑employee director” for fee purposes . |
| Committee fees | Not applicable | Committee cash retainers apply to committee members; Newman not on committees . |
| Equity retainer (restricted stock to directors) | Not listed for Newman in 2024 | 2024 non‑employee director grants were $100,000 restricted stock for listed non‑employee directors; Newman not included in that table . |
Performance Compensation
- Equity Incentive Plans: ARI’s Compensation Committee administers the 2024 Equity Incentive Plan for grants to the Manager, directors/officers, and personnel of the Manager and its affiliates supporting ARI; awards include RSUs and restricted stock, typically time‑vested to promote retention .
- 2024 performance measures used by the Compensation Committee to evaluate grants under the plan included both qualitative and quantitative factors; key financial measures disclosed were Distributable Earnings, Dividend Coverage Ratio, and Book Value Per Share .
| Performance Measure (2024) | Definition/Use |
|---|---|
| Distributable Earnings | Non‑GAAP; adjusted GAAP net income used by investors and the Committee as a performance indicator . |
| Dividend Coverage Ratio | Distributable Earnings divided by dividends paid to common stockholders . |
| Book Value Per Share | Common stockholders’ equity per common share outstanding . |
Note: ARI’s non‑employee directors receive equity retainers; Newman was not listed among 2024 non‑employee director equity recipients. Any equity awards to Apollo personnel are administered under the same plan, but no specific grant to Newman is disclosed in the proxy .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Apollo Global Management | Asset manager (ARI’s external manager parent) | Partner and Global Head of Tax Finance | Affiliation with ARI’s external Manager (ACREFI Management, LLC) may present perceived conflict in oversight of management agreement and fees . |
| Public company boards | Public | None disclosed | No other public company directorships listed for Newman . |
Expertise & Qualifications
- Legal and tax expertise in asset management; counsels Apollo’s leaders on organizational changes and public holding structure .
- Education: A.B. in Social Studies magna cum laude (Harvard), J.D. (Georgetown) .
- Skills matrix: Board attributes include business strategy/operations and financial literacy as core across the board; Newman’s detailed skills are highlighted in biography rather than matrix marks .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Katherine G. Newman | 6,524 | <1% | Sole voting and investment power; no footnote indicating restricted stock for Newman; unvested executive RSUs disclosed only for Rothstein/Mironova . |
Governance Assessment
- Independence and conflicts: Newman is an Apollo Partner, while ARI is externally managed by Apollo’s affiliate ACREFI Management, LLC, paid an annual fee of 1.5% of stockholders’ equity (2024: $36.1M) plus reimbursement ($7.8M), with a potentially large termination fee (3× average annual fee) and automatic renewal unless a supermajority of independent directors vote to terminate; the board chose not to terminate in Feb 2025. This affiliation underscores monitoring needs around related‑party dynamics and fee fairness .
- Committee roles: Newman holds no committee seats, limiting direct influence over audit, compensation, or nominations processes (which are chaired and populated by independent directors) .
- Attendance: Board‑level attendance thresholds were met; robust meeting frequency and independent director executive sessions support oversight quality .
- Director compensation alignment: ARI pays fees/equity only to non‑employee directors; Newman, as Apollo employee, does not receive ARI cash retainer or listed director equity retainer, reducing direct pay‑related conflicts at ARI but reinforcing the importance of oversight of Manager compensation structures given her Apollo role .
- Ownership alignment: Newman beneficially owns 6,524 shares; director ownership guidelines (3× cash retainer) apply only to non‑employee directors, so guideline compliance is not applicable to Newman .
- Policies and safeguards: ARI maintains a majority vote resignation policy, insider trading and anti‑hedging restrictions, and quarterly independent director executive sessions—positive governance signals for investor confidence .
Red flags to monitor
- Affiliation with the external Manager (Apollo) while overseeing a sizable, renewable management agreement and fee structure; vigilance on fee reviews, performance assessments, and potential related‑party matters remains critical .
- Board retains exclusive authority to amend bylaws under Maryland law, which may limit stockholder‑initiated governance changes; board reviewed and maintained this posture after considering prior votes and stockholder feedback .