Robert Kasdin
About Robert A. Kasdin
Robert A. Kasdin, 67, is an independent director of Apollo Commercial Real Estate Finance, Inc. (ARI) and has served on the board since April 2014 (11 years of tenure as of April 29, 2025). He is a seasoned operator and financial executive, formerly Senior Vice President & COO (2015–2022) and CFO (2018–2022) of Johns Hopkins Medicine; earlier Senior EVP of Columbia University (2002–2015), EVP & CFO of the University of Michigan (1997–2002), Treasurer & CIO of the Metropolitan Museum of Art (1993–1997), and VP & General Counsel of Princeton University Investment Company (1988–1992). He earned an A.B. from Princeton University and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Hopkins Medicine | Senior VP & COO; CFO | COO: Jul 2015–Jul 2022; CFO: 2018–Jul 2022 | Led complex operations and finance across major health system |
| Columbia University | Senior Executive Vice President | Sep 2002–Jun 2015 | Oversight of large-scale operations and strategic projects |
| University of Michigan | Executive VP & CFO | 1997–2002 | Enterprise finance leadership for major public institution |
| Metropolitan Museum of Art | Treasurer & Chief Investment Officer | 1993–1997 | Managed investments and treasury for leading cultural institution |
| Princeton University Investment Company | Vice President & General Counsel | 1988–1992 | Legal and investment governance for endowment management |
| Davis Polk & Wardwell LLP | Corporate Attorney | Early career | Legal training and corporate practice foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harbor Funds | Director | Since Jan 2014 | Registered investment company board service |
| Barnard College | Trustee | Since Jul 2023 | Nonprofit governance |
| Council on Foreign Relations | Member | Ongoing | Policy and global affairs network |
| Noranda Aluminum Holding Corp. (NYSE: NOR) | Director | Feb 2008–Mar 2014 | Public company experience |
Board Governance
| Item | Detail |
|---|---|
| Board size and composition | Nine directors; majority independent under NYSE standards |
| Independence status | Kasdin is affirmed independent under NYSE and ARI Independence Standards |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee chairs | Audit: Biderman; Compensation: Prince; Nominating & Corporate Governance: Carlton |
| Meetings/attendance | Board held 8 meetings in 2024; all directors attended ≥75% of board and committee meetings; Comp met 7; Nominating met 3 |
| Executive sessions | Independent directors meet in executive session at least four times per year |
| Majority vote policy | Uncontested nominees receiving more “withheld” than “for” must tender resignation |
Fixed Compensation
| Year | Annual Board Cash Retainer ($) | Committee Cash Fees ($) | Equity Retainer ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 75,000 | 7,500 (Comp 5,000; Nom/Gov 2,500) | 100,000 (restricted stock) | 182,500 (matches proxy total) |
| 2025 (per schedule) | 100,000 | 7,500 (same fee schedule) | 100,000 (restricted stock or other equity) | 207,500 (based on disclosed fee schedule and current memberships) |
Notes:
- Non-employee director fees rose for 2025 (cash component increased; equity unchanged), signaling modestly higher guaranteed pay .
Performance Compensation
| Component | Grant Value | Vesting | Dividends | Performance Metrics |
|---|---|---|---|---|
| Director equity (2024) | $100,000 grant-date fair value | Restricted Common Stock vests in full on anniversary of grant, subject to service | Dividends payable on restricted shares same as common | None disclosed for directors (time-based vesting) |
Performance measures used by Compensation Committee for executive/manager equity awards (plan-level, not director-specific):
| Metric | Description |
|---|---|
| Distributable Earnings | Non-GAAP earnings used by mortgage REIT investors |
| Dividend Coverage Ratio | Distributable Earnings ÷ dividends paid |
| Book Value Per Share | Common equity ÷ shares outstanding |
Additional plan features:
- 2024 Equity Incentive Plan authorizes RSUs, restricted stock, etc.; committee administers awards .
- Change-in-control: committee may adjust awards to maintain grantee rights; no option repricing permitted without stockholder approval .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Apollo affiliation | Kasdin is not an Apollo employee; affirmed independent under ARI’s Independence Standards |
| Related-party transactions | No Kasdin-specific related-party transactions disclosed since start of last fiscal year; ARI’s external management agreement with Apollo affiliate is the principal related-party arrangement |
| Management agreement terms | 1.5% of stockholders’ equity management fee; 2024 fees ~$36.1M, reimbursements ~$7.8M; termination mechanics and fee described (three times average two-year fee) |
Expertise & Qualifications
| Skill/Experience | Status |
|---|---|
| Public Board | Yes |
| Investment | Yes |
| Business Strategy/Operations | Yes |
| Financial Literacy | Yes |
| Regulatory/Legal/Compliance | Yes |
Equity Ownership
| Holder | Total Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert A. Kasdin | 105,041 | <1% | Includes 10,162 unvested restricted Common Stock as director grants; vested implied ~94,879 |
| Ownership guidelines | Minimum holding equal to 3× annual cash retainer; all current non-employee directors are in compliance | ||
| Hedging/short selling | Prohibited by insider trading policy; speculative derivatives also prohibited |
Governance Assessment
- Independence and committee roles: Kasdin’s independent status and membership on Compensation and Nominating & Corporate Governance committees position him to oversee the external manager’s fees and equity awards and board refreshment—key areas for mortgage REIT governance .
- Attendance and engagement: Board met 8 times; all directors met ≥75% attendance; compensation and nominating committees met 7 and 3 times, respectively—indicative of active oversight cadence .
- Pay and alignment: 2024 director pay mix (≈45% cash/55% equity) and 2025 schedule raising cash retainers reflect standard REIT practices; director equity is time-based with dividend rights, supporting alignment but not performance-contingent pay for directors .
- External management risk: ARI’s Apollo-affiliated manager and substantial fee load (~$36.1M in 2024) are principal governance sensitivities; Kasdin’s committee roles are relevant to monitoring fee fairness and equity grant discipline .
- Shareholder signals: 2024 Say-on-Pay approval at 95.0% suggests broad investor support for the compensation framework (albeit largely focused on executive/manager pay rather than directors) .
- Policies and safeguards: Majority vote resignation policy, quarterly executive sessions, insider trading/hedging prohibitions, and SEC/NYSE-compliant clawback policy strengthen governance posture .
RED FLAGS and watch items:
- External manager fee structure and termination fee can insulate the manager; continued monitoring of fee reasonableness and performance linkage through the Compensation Committee is warranted .
- No specific disclosure on pledging of director shares; insider policy restricts hedging/shorting but does not explicitly address pledging in the proxy text—monitor future disclosures and Section 16 as applicable .
- Related-party exposures otherwise minimal in the last fiscal year; maintain oversight of any new Apollo-adjacent arrangements via the audit/related-party policy .
Appendix: Director Compensation Detail (2024)
| Name | Fees Earned/Paid in Cash ($) | Restricted Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert A. Kasdin | 82,500 | 100,000 | 182,500 |
Appendix: Board and Committee Activity (2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 8 |
| Audit Committee | 9 |
| Compensation Committee | 7 |
| Nominating & Corporate Governance Committee | 3 |