Pamela Carlton
About Pamela G. Carlton
Pamela G. Carlton (age 70) is an independent director of Apollo Commercial Real Estate Finance, Inc. (ARI) serving since July 2021. She is President of Springboard Partners in Cross Cultural Leadership, LLC (founded in 2003) and previously spent 22 years on Wall Street, including roles as Managing Director and Associate Director of U.S. Equity Research at JPMorgan Chase, Director of U.S. Equity Research for Chase Asset Management (1996–1999), Co‑Director of U.S. & Latin America Equity Research at Morgan Stanley (1991–1996), and began her career as a corporate attorney at Cleary Gottlieb Steen & Hamilton. She holds a B.A. from Williams College (Magna Cum Laude, Phi Beta Kappa), a J.D. from Yale Law School, and an M.B.A. from Yale School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase | Managing Director & Associate Director of U.S. Equity Research; retired in 2003 | Until 2003 | Led equity research; senior leadership in capital markets |
| Chase Asset Management | Director of U.S. Equity Research | 1996–1999 | Oversight of U.S. equity research |
| Morgan Stanley | Co‑Director, U.S. & Latin America Equity Research | 1991–1996 | Co-led research across U.S. and LatAm equities |
| Cleary Gottlieb Steen & Hamilton | Corporate Attorney | Early career | Corporate law training; foundational legal experience |
| Springboard Partners (Cross Cultural Leadership) | President | 2003–present | Human capital strategy and consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evercore (NYSE: EVR) | Director | Since 2019 | Public board experience |
| Columbia Funds (Columbia Threadneedle Investments) | Director; Chair since Jan 2023 | Since 2007 | Board Chair since 1/2023 |
| DR Bank | Director | Since 2017 | Board oversight in banking |
| NewYork-Presbyterian Hospital | Board of Trustees | Since 1996 | Long-standing governance in healthcare |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Board affirmed Carlton is independent under NYSE standards and ARI’s Independence Standards .
- Attendance: Board held 8 meetings in 2024; all directors attended at least 75% of board and applicable committee meetings; 8 directors attended the 2024 annual meeting .
- Skills matrix: Carlton’s board-identified skills include Public Board, Investment, Business Strategy/Operations, Financial Literacy, REIT/Real Estate, and Technology/Cybersecurity .
- Executive sessions: Independent directors meet in executive session at least four times per year .
- Majority vote policy in uncontested elections; mandatory resignation if withhold votes exceed “for” votes .
- Hedging/derivatives prohibited for directors; short‑selling and speculative transactions banned by insider trading policy .
Fixed Compensation
| Component | 2024 Amount | 2025 Structure | Notes |
|---|---|---|---|
| Annual base director fee (non‑employee) | $175,000 total; $75,000 cash + $100,000 restricted stock/equity | $200,000 total; $100,000 cash + $100,000 restricted stock/equity | Director equity vests in full on 1‑year anniversary; dividend equivalent rights paid on restricted stock |
| Committee chair retainers | Audit: $20,000; Compensation: $10,000; Nominating & Corporate Governance: $10,000 | Same as 2024 | Carlton chairs Nominating & Corporate Governance (eligible for $10,000) |
| Committee member retainers | Audit: $10,000; Compensation: $5,000; Nominating & Corporate Governance: $2,500 | Same as 2024 | Carlton is Compensation Committee member (eligible for $5,000) |
| Total 2024 fees received (Carlton) | Cash: $90,000; Equity grant date fair value: $100,000; Total: $190,000 | N/A | As reported in director comp table |
Performance Compensation
| Equity Type | 2024 Grant | Vesting | Dividends/Equivalents | Notes |
|---|---|---|---|---|
| Restricted Common Stock (Director annual grant) | $100,000 grant date fair value | 100% vest on 1‑year anniversary (service‑based) | Dividends paid at same rate as common stock | Non‑employee directors eligible under 2024 Equity Incentive Plan; director grants are time‑based, not performance‑conditioned |
Performance metrics context (used by Compensation Committee for evaluating Company performance in 2024 under equity plans, primarily for management personnel—not applied to director grants): Distributable Earnings; Dividend Coverage Ratio; Book Value Per Share .
Other Directorships & Interlocks
- Public company boards: Evercore (EVR) .
- Fund governance: Columbia Funds board (Chair since Jan 2023) .
- Banking board: DR Bank .
- Nonprofit/academic/healthcare governance: NewYork‑Presbyterian Hospital Board of Trustees .
- Independence maintained at ARI; board reviewed related‑party exposure and confirmed no disqualifying relationships for Carlton .
Expertise & Qualifications
- Capital markets and investment banking leadership; equity research management at JPMorgan Chase and Morgan Stanley .
- Legal training (Yale Law; corporate attorney at Cleary Gottlieb) .
- Human capital and leadership advisory (Springboard Partners) .
- Board‑identified skills: Public Board, Investment, Strategy/Operations, Financial Literacy, REIT/Real Estate, Technology/Cybersecurity .
- Education: B.A. Williams (Magna Cum Laude; Phi Beta Kappa), J.D. Yale Law School, M.B.A. Yale SOM .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested Restricted Common Stock Included | Percent of Class |
|---|---|---|---|
| Pamela G. Carlton | 39,687 | 10,162 | <1% (asterisk per proxy footnote) |
- Ownership guidelines: Non‑employee directors must hold ≥3x annual cash retainer; current non‑employee directors are in compliance .
- Hedging/short‑selling prohibited; no pledging disclosed for directors .
- Shares outstanding at record date: 138,942,322 .
Governance Assessment
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Strengths:
- Independent director with deep capital markets, legal, and leadership expertise; chairs Nominating & Corporate Governance and serves on Compensation Committee, enhancing board oversight of director selection, governance practices, and manager/plan administration .
- Clear independence determination; robust meeting attendance standard; quarterly independent executive sessions; majority vote resignation policy; anti‑hedging controls support investor alignment .
- Director ownership guidelines (3x cash retainer) and compliance; annual equity retainer creates ongoing alignment .
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Watch items / potential red flags:
- External management structure with Apollo; significant management fees ($36.1 million in 2024) and termination fee (3× average annual management fee) can pose structural conflicts; however, board (with independent directors including Carlton) reviews manager performance/fees annually and retained the agreement in Feb 2025 .
- Board retains exclusive bylaw amendment authority under Maryland law; while disclosed as periodic governance review, some investors may prefer shareholder amendment rights .
- Director ownership <1% of outstanding shares is typical for REIT directors but may be viewed as modest alignment; mitigated by equity retainer and ownership guideline compliance .
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Shareholder feedback signal: 2024 say‑on‑pay received 95.0% approval, indicating broad investor support for compensation oversight framework (relevant to Carlton’s Compensation Committee role) .