Scott Prince

About Scott S. Prince

Scott S. Prince, 61, has served as an independent director of Apollo Commercial Real Estate Finance, Inc. (ARI) since November 2013. He is a finance and capital markets veteran with prior senior roles at Goldman Sachs, Eton Park Capital Management, SkyBridge Capital, and Chiron Investment Management, and currently is a Founding Member of GPS Investment Partners, Executive Chairman of Merchant Investment Management, and a Partner of Maxim Capital Group (board member). He holds a B.S. in Economics from Wharton and an M.B.A. from the University of Chicago, and was selected for the ARI board for his significant finance and capital markets expertise .

Past Roles

External Roles

Board Governance

• Independence: The board affirmatively determined Scott S. Prince is independent under NYSE listing standards and ARI’s Independence Standards; six of nine nominees (including Prince) are independent .
• Committees: Member, Audit Committee; Chair, Compensation Committee. The board determined the Audit Committee members (including Prince) are independent and financially literate; Prince qualifies as an “audit committee financial expert” under SEC rules .
• Meetings and attendance: The board met eight times in 2024; all directors attended at least 75% of board and applicable committee meetings; Audit met nine times, Compensation met seven times, Nominating & Corporate Governance met three times .
• Executive sessions: Independent directors hold executive sessions at least four times per year .
• Majority vote policy: Uncontested nominees receiving more “withheld” than “for” must tender resignations; process overseen by the Nominating & Corporate Governance Committee .
• Board structure: Majority independent composition; independent directors actively oversee the external Manager (ACREFI Management, LLC) .

Fixed Compensation

Non-employee director stock ownership guideline: minimum market value equal to 3× annual cash retainer; current non-employee directors are in compliance .

Performance Compensation

• Equity awards for directors: Annual grants of restricted Common Stock or other equity awards; vest 1-year time-based; dividends on unvested restricted stock paid at same per-share rate as common stockholders .
• Company’s 2024 equity grants (context): The Compensation Committee approved up to 1,055,000 RSUs for Manager/affiliate personnel; executives Rothstein and Mironova received 84,900 and 22,214 RSUs, respectively; RSUs vest in substantially equal annual installments over three years and receive cash distributions aligned with common dividends .
• Equity plan change-in-control: Compensation Committee may adjust awards to maintain grantee rights; repricing of options or SARs not permitted without stockholder approval .
• Clawback policy: Board adopted a recovery policy requiring recoupment of erroneously awarded incentive compensation for covered executives in the three fiscal years preceding a required accounting restatement, subject to limited exceptions .

Performance metrics considered by the Compensation Committee (for 2024 awards)

Note: Director equity grants are time-based; these performance measures inform overall incentive decisions for Manager/affiliate personnel and executives under ARI’s Equity Incentive Plans .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and capital markets expert; “audit committee financial expert” designation by the board .
• Senior trading, derivatives, and risk/compliance committee experience at Goldman Sachs; leadership at multiple investment firms; broad investment platform familiarity .
• Education: B.S. Economics (Wharton); M.B.A. (University of Chicago) .

Equity Ownership

Recent insider trades (Form 4)

Governance Assessment

• Strengths:

  • Independent director with deep finance/trading expertise; designated audit committee financial expert—supports high-quality financial oversight .
  • Committee leadership as Compensation Committee Chair and Audit Committee member increases direct accountability for pay practices and financial reporting integrity .
  • Board and committee engagement evidenced by meeting cadence and minimum 75% attendance; independent director executive sessions at least quarterly .
  • Director pay structure is balanced (cash + equity with one-year vesting) and aligned with ownership guidelines; all non-employee directors in compliance .

• Risks/considerations:

  • External management agreement with Apollo affiliate (ACREFI Management, LLC) includes a termination fee of 3× average annual management fee upon termination under specified conditions; 2024 management fees were ~$36.1M with additional ~$7.8M reimbursements; payable to related party $8.7M at year-end—places emphasis on robust oversight by independent directors, including Compensation Committee and Audit Committee .
  • Board determined in Feb 2025 not to terminate the Management Agreement ahead of its September 29, 2025 renewal, underscoring reliance on Manager performance assessment and fee fairness reviews .
  • Equity awards for directors are time-based rather than performance-conditioned; while ownership guidelines enhance alignment, absence of performance-based vesting for directors could be viewed as lower at-risk pay .

• Shareholder sentiment signal: Say-on-pay support at 95.0% in 2024 suggests broad investor approval of compensation frameworks for named executive officers and the committee’s approach .

Overall implication: Prince’s independence, financial expertise, and committee leadership strengthen board effectiveness and investor confidence in oversight of ARI’s external manager and financial reporting; continued transparency on Manager performance and fee reviews, and adherence to ownership/anti-hedging policies, are key to maintaining confidence .