Michael Salvati
About Michael Salvati
Independent director (age 72) serving on ARI’s board since September 2009, with 15 years of tenure as of April 29, 2025. President of Oakridge Consulting, Inc. since December 2000; former Partner at KPMG LLP and former CFO/COO in multiple operating roles. He holds a B.S. in microbiology and an M.S. in accounting from the University of Illinois and is a Certified Public Accountant (Inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oakridge Consulting, Inc. | President | Dec 2000–present | Interim management, consulting, advisory services |
| AMI Semiconductor, Inc. | Chief Financial Officer | Feb 2004–May 2004 | Finance leadership during transition |
| National Financial Partners Corp. (NYSE: NFP) | Executive Vice President — Chief Operating Officer | Sep 1998–Feb 2000 | COO for Apollo-affiliated venture consolidating financial services firms |
| Culligan Water Technologies, Inc. | Chief Financial Officer | Jun 1996–Jun 1998 | Oversaw ~50 acquisitions over 18 months |
| KPMG LLP | Partner | 1990–1996 | Public accounting and audit leadership |
External Roles
| Organization | Role | Tenure/Start | Notes/Interlocks |
|---|---|---|---|
| MFIC GP, LLC (Apollo affiliate) | Director | Since May 2022 | Apollo-related; governance interlock |
| MidCap Finco LLC (Apollo affiliate) | Director | Since Sep 2024 | Apollo-related; governance interlock |
| Global Power Equipment Group, Inc. (OTC: GLPW) | Director (prior) | Not disclosed | Prior public company board |
| Things Remembered, Inc. | Director (prior) | Not disclosed | Prior board |
| Lazydays, Inc. | Director (prior) | Not disclosed | Prior board |
| NCH Nu World Marketing, Ltd. | Director (prior) | Not disclosed | Prior board |
| Coho Energy, Inc. (OTC: COHIQ) | Director (prior) | Not disclosed | Prior public company board |
| Prime Succession, Inc. | Director (prior) | Not disclosed | Prior board |
| Castle Holdco 4, Ltd. (Apollo affiliate) | Director (prior) | Not disclosed | Apollo-related |
| MidCap FinCo Holdings, Limited (Apollo affiliate) | Director (prior) | Not disclosed | Apollo-related |
| MidCap FinCo Intermediate Holdings, Limited (Apollo affiliate) | Director (prior) | Not disclosed | Apollo-related |
| MidCap FinCo Designated Activity Company (Apollo affiliate) | Director (prior) | Not disclosed | Apollo-related |
| MC Feeder, Limited (Apollo affiliate) | Director (prior) | Not disclosed | Apollo-related |
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert”; financially literate. Nominating and Corporate Governance Committee member .
- Attendance/engagement: Board met 8 times in 2024; all directors attended at least 75% of board and applicable committee meetings. Audit Committee met 9 times; Nominating and Corporate Governance Committee met 3 times .
- Independence: Board affirmatively determined Salvati is independent under NYSE listing standards and ARI Independence Standards; majority of board is independent .
- Governance practices: Majority vote resignation policy for uncontested director elections; independent directors hold executive sessions at least four times per year; Code of Business Conduct and Corporate Governance Guidelines in place .
Fixed Compensation
| Component | 2024 Amount ($) | Vest/Terms | 2025 Policy |
|---|---|---|---|
| Fees Earned or Paid in Cash | 137,500 | Cash portion of annual retainer plus committee retainer(s) per policy | Non‑employee directors: $200,000 base ($100,000 cash, $100,000 equity); chair: $250,000 base ($150,000 cash, $100,000 equity) |
| Restricted Stock Awards | 100,000 | Restricted Common Stock; vests in full on 1‑year anniversary; dividends paid like common | Annual equity component continues; vesting terms per plan |
- Committee cash retainers (policy): Audit Chair $20,000; Audit member $10,000; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $10,000; Nominating member $2,500 .
Performance Compensation
- Director equity awards are time‑based (restricted stock) and do not disclose performance conditions; directors may be eligible for other equity under the 2024 Equity Incentive Plan, subject to Compensation Committee approval .
- Company performance measures used by the Compensation Committee to inform equity grants under the plan (for executives/manager personnel) in 2024:
| Performance Metric (Most Important) | Description/Usage |
|---|---|
| Distributable Earnings | Non‑GAAP; primary driver of performance assessment for equity grants |
| Dividend Coverage Ratio | DE divided by dividends paid to common stockholders |
| Book Value Per Share | Common stockholders’ equity per share |
- Change‑in‑control: Plan permits award adjustments to preserve grantee rights; no option repricing without stockholder approval; minimum one‑year vesting for awards .
- Clawback: Recovery Policy adopted per SEC/NYSE rules for erroneously awarded incentive comp (applies to covered executives) .
Other Directorships & Interlocks
| Entity | Type | Relationship to Apollo/ARI | Potential Interlock Risk |
|---|---|---|---|
| MFIC GP, LLC | Affiliate governance entity | Apollo affiliate | Apollo governance network; oversight alignment considerations |
| MidCap Finco LLC | Affiliate governance entity | Apollo affiliate | Apollo governance network; oversight alignment considerations |
Expertise & Qualifications
- CPA (Inactive); extensive audit/public accounting background; audit committee financial expert designation .
- Senior operating finance roles (CFO/COO) with acquisitive execution experience (Culligan ~50 acquisitions in 18 months) .
- Financial literacy and business strategy/operations skills per board skills matrix .
Equity Ownership
| Holder | Common Stock Beneficially Owned (shares) | Percent of Class | Notable Details |
|---|---|---|---|
| Michael E. Salvati | 152,955 | <1% | Includes 10,162 unvested restricted Common Stock; RSUs not included in this count |
| Shares Outstanding (Record Date) | 138,942,322 | — | As of April 15, 2025 |
| Ownership Guidelines | 3x annual cash retainer for non‑employee directors | Policy | Current non‑employee directors in compliance |
Governance Assessment
- Strengths
- Independence affirmed; deep audit and finance expertise; designated audit committee financial expert; long‑tenured engagement with consistent attendance .
- Clear director ownership policy with compliance; director equity aligns interests; time‑based RS vesting with dividend participation .
- Robust board policies: majority‑vote resignation, executive sessions, related‑party oversight process, insider trading/hedging prohibitions .
- Potential Conflicts/Red Flags
- Multiple roles on Apollo affiliates (MFIC GP, LLC; MidCap Finco LLC) while ARI is externally managed by an Apollo subsidiary; heightens perceived related‑party exposure despite independence determination. Annual management fees to Apollo manager totaled ~$36.1M in 2024; reimbursements ~$7.8M; payable ~$8.7M at year‑end, underscoring the magnitude of affiliate economics requiring vigilant oversight by independent directors .
- Section 16 compliance note: late Form 4 filings disclosed for CEO/CFO and one director (Whonder), but none noted for Salvati in 2024 (reduces compliance risk for him) .
- Investor Confidence Signals
- Say‑on‑pay approval was 95.0% in 2024, indicating broad shareholder support for compensation framework and oversight processes .
- Board maintains majority independence and active committee cadence (Audit 9x; Nom/Gov 3x) .
Overall, Salvati brings strong audit/financial oversight and long‑standing board experience. His Apollo‑affiliate directorships elevate perceived conflict risk; however, ARI discloses robust related‑party review policies, majority independent board oversight, and clear ownership alignment structures, which mitigate—though do not eliminate—the governance risk profile .