Mark Biderman
About Mark C. Biderman
Mark C. Biderman, age 79, has served as an independent director of Apollo Commercial Real Estate Finance, Inc. (ARI) since November 2010 (14 years of tenure as of April 29, 2025). He is a CFA charterholder with a B.S.E. in chemical engineering (high honors) from Princeton University and an MBA from Harvard Business School. His background spans investment banking (Managing Director & Head of the Financial Institutions Group at CIBC/Oppenheimer), CFO/EVP roles at National Financial Partners, equity research, and extensive audit and due diligence oversight experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Financial Partners Corp. (NYSE: NFP) | EVP & CFO; Vice Chairman | EVP & CFO: Nov 1999–Sep 2008; Vice Chair: Sep–Dec 2008 | Senior financial leadership; operational oversight in benefits/insurance/wealth; signals accounting rigor |
| CIBC World Markets / Oppenheimer & Co. | Managing Director; Head, Financial Institutions Group | 1987–1999 | Chaired Due Diligence Committee; served on Commitment & Credit Committees (risk oversight) |
| Commercial Banking Industry | Equity Research Analyst | Prior to investment banking | Sector expertise; informed financial literacy |
| CFA Institute | Disciplinary Review Committee Member | Sep 2016–Aug 2022 | Professional standards oversight (ethics/compliance) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Liberty Company Insurance Brokers LLC | Director; Chair of Audit Committee | Since Apr 2021 | Audit chair responsibilities; oversight of financial reporting |
| Atlas Energy Group, LLC | Director | Feb 2015–May 2020 | Energy sector board experience |
| Corse Energy Corp. | Director | Oct 2023–Oct 2024 | Energy-related governance exposure |
| Congregation Rodeph Sholom | Board of Trustees | Ongoing | Community stewardship |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee Member. ARI’s Board determined all Audit and Compensation Committee members (including Biderman) are independent under NYSE and ARI standards. Biderman qualifies as an “audit committee financial expert”; all Audit members are financially literate.
- Independence: ARI Board affirmatively determined Biderman is independent (six of nine nominees deemed 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. Audit met nine times; Compensation met seven; Nominating & Corporate Governance met three.
- Executive sessions: Independent directors meet in executive session at least four times per year.
- Majority vote policy: Uncontested director receiving more “withheld” than “for” votes must tender resignation; Nominating Committee recommends response; Board acts within 90 days and discloses decision.
Fixed Compensation
| Item | 2024 | 2025 (Policy) |
|---|---|---|
| Annual base director fee (non-employee) – cash portion | $75,000 (part of base; total cash varies by committee roles) | $100,000 cash (for $200,000 total base) |
| Annual base director fee – equity portion (restricted stock or other equity awards) | $100,000; vests in full on 1-year anniversary; dividends paid on same terms as common stock | $100,000 equity |
| Audit Committee Chair retainer (cash) | $20,000 | $20,000 |
| Compensation Committee member retainer (cash) | $5,000 | $5,000 |
| Audit Committee member retainer (cash) | $10,000 | $10,000 |
| Nominating & Corporate Governance member retainer (cash) | $2,500 | $2,500 |
| Biderman – 2024 total cash fees | $100,000 | — |
| Biderman – 2024 equity grant value | $100,000 | — |
| Biderman – 2024 total director compensation | $200,000 | — |
Performance Compensation
- Director equity: Non-employee director equity grants are time-based restricted stock vesting fully after one year; directors receive dividends during vesting; no options outstanding; equity awards granted under the 2024 Equity Incentive Plan.
- Compensation plan metrics context (company-level emphasis used by Compensation Committee for equity decisions in 2024): Distributable Earnings; Dividend Coverage Ratio; Book Value Per Share. Note: Director grants are time-based; these metrics inform broader equity award decisions under the plan.
| Metric Emphasis for 2024 Equity Decisions | Description |
|---|---|
| Distributable Earnings | Non-GAAP measure adjusting GAAP net income for specified non-cash/unrealized items; used by investors and Board to evaluate performance |
| Dividend Coverage Ratio | Distributable Earnings divided by dividends paid to common stockholders |
| Book Value Per Share | Common stockholders’ equity divided by shares outstanding |
Other Directorships & Interlocks
| Entity | Public/Private | Role/Committee | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The Liberty Company Insurance Brokers LLC | Private | Director; Audit Chair | No ARI-related transactions disclosed; typical audit oversight role |
| Atlas Energy Group, LLC | Private | Director | Prior service; no ARI-related transactions disclosed |
| Corse Energy Corp. | Private | Director | Prior service; no ARI-related transactions disclosed |
Expertise & Qualifications
- CFA charterholder; designated audit committee financial expert by ARI Board; extensive financial literacy and regulatory/compliance exposure.
- Board skill matrix tags: Public Board; Investment; Business Strategy/Operations; Financial Literacy; Regulatory/Legal/Compliance.
- Education: B.S.E. (Princeton; high honors), MBA (Harvard).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mark C. Biderman | 70,787 | <1% | Includes 10,162 unvested restricted common shares under the 2024 plan; sole voting/investment power. Shares outstanding: 138,942,322 (Record Date: Apr 15, 2025). |
| Director Ownership Guidelines | Minimum market value ≥ 3× annual cash retainer; compliance required within 3 years | — | ARI states current non-employee directors are in compliance with guidelines. |
- Insider trading/hedging policy: Prohibits speculative transactions, short-selling, and derivative hedging of ARI securities; compliance with securities laws and no personal loans.
- Section 16 compliance: ARI notes late Form 4 filings for Rothstein and Mironova (Dec 2024 RSU grants) and Whonder (May 2024 sale); no late filings referenced for Biderman.
Governance Assessment
- Board effectiveness: Biderman’s long tenure and chairing the Audit Committee, coupled with “audit committee financial expert” designation, strengthen oversight of financial reporting, internal controls, and risk management; Audit met nine times in 2024.
- Independence and engagement: Board affirmed Biderman’s independence; he serves on independent committees; Board/committees met frequently and all directors met at least 75% attendance; independent director executive sessions occur quarterly.
- Ownership alignment: Biderman holds 70,787 shares (<1% of class), including unvested restricted shares; ARI reports directors comply with 3× cash retainer ownership guidelines, and directors receive dividends on restricted shares, promoting alignment.
- Compensation structure: Director pay is balanced between cash and time-based equity (no options), with modest committee retainers; 2025 policy increases base cash component to $100k (total base $200k), maintaining $100k equity—aligned but not performance-based.
- Conflicts/related-party exposure: ARI’s externally managed structure (manager is Apollo affiliate) presents inherent alignment considerations; management fee equals 1.5% of stockholders’ equity (2024 fees ≈ $36.1M; reimbursements ≈ $7.8M), with a termination fee of 3× average annual management fee upon termination; independent directors (including Biderman) evaluate manager performance and fees; Board chose not to terminate in Feb 2025. These factors heighten the importance of robust independent committee oversight.
- Shareholder signals: 2024 say-on-pay received 95.0% approval; ARI maintains a majority vote policy and regular independent executive sessions—supportive of governance confidence.
RED FLAGS: None specific to Biderman disclosed (no Section 16 delinquency, no pledging reported, no related-party transactions involving Biderman). Structural risk persists due to external management economics—necessitates continued diligent oversight by Audit and Compensation Committees.