Stuart Rothstein
About Stuart Rothstein
Stuart A. Rothstein, 59, is President, CEO, and Director of Apollo Commercial Real Estate Finance, Inc. (ARI) since March 2012; previously CFO/Treasurer/Secretary from 2009–2013 and interim CFO in 2022. He holds a B.S. in Accounting (Penn State) and an MBA (Stanford), and serves as COO–Real Estate (since 2009) and COO–Asset Backed Finance (since April 2023) at Apollo, ARI’s external manager . ARI’s pay-versus-performance disclosures show five-year TSR per $100 invested of $71 (2020), $93 (2021), $86 (2022), $107 (2023), and $89 (2024), with 2024 GAAP net income of −$119.6 million and Distributable Earnings of $61.3 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Apollo Global Management | COO – Real Estate | 2009–Present | Day-to-day operations and strategic planning for real estate platform; product and growth strategy |
| Apollo Global Management | COO – Asset Backed Finance | Apr 2023–Present | Strategy and operations for asset-backed finance businesses |
| ARI (Apollo Commercial Real Estate Finance) | President & CEO; Director | Mar 2012–Present | Led liquidity, asset management, investor outreach; governance as CEO-director |
| ARI | CFO/Treasurer/Secretary | Sep 2009–Apr 2013 | Built finance function post-IPO; prior CFO responsibilities |
| Four Corners Properties | Co-Managing Partner | Pre-2009 | Private real estate investments and management |
| KKR Financial Advisors; RBC Capital Markets; Related Capital; Spieker Properties | Various finance/real estate roles | Pre-2009 | Credit, capital markets, and real estate operations experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Apollo Realty Income Solutions, Inc. (ARIS) | Director (since Sep 2021); Chair (since Jun 2022) | 2021–Present | Non-traded REIT governance leadership |
| Apollo Asset Backed Credit Co. LLC | Chair of Board | Feb 2024–Present | Board leadership in asset-backed credit |
| Apollo Diversified Real Estate Fund (ADREF) | President; Chairman & Trustee | Dec 2024–Present | Fund leadership and governance |
Fixed Compensation
Note: ARI is externally managed; ARI does not pay cash compensation to its CEO. Equity awards under ARI’s equity plans are disclosed by ARI; cash pay is determined and paid by Apollo .
| Year | Salary ($) | Target Bonus (%) | Actual Bonus ($) | Stock Awards ($) | Notes |
|---|---|---|---|---|---|
| 2024 | — | Not disclosed | — | 743,724 | ARI reports only equity awards; Apollo indicates CEO pay ≈20% fixed/≈80% variable across roles (not ARI-paid) |
| 2023 | — | Not disclosed | — | 1,099,999 | |
| 2022 | — | Not disclosed | — | 2,200,163 |
Performance Compensation
ARI grants time-vested RSUs to align interests and support retention; the Compensation Committee considers qualitative and quantitative measures (portfolio/operations, capital deployment, investor relations, compliance; results of operations, performance ratios, stock performance, dividends) when determining grants . Key financial performance measures listed for 2024: Distributable Earnings, Dividend Coverage Ratio, Book Value per Share .
| Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Distributable Earnings (Non-GAAP) | Not disclosed | Not disclosed | $61.3 million (2024) | Not disclosed | RSUs vest in equal annual tranches over 3 years; dividends paid in cash equivalents on RSUs |
| Dividend Coverage Ratio | Not disclosed | Not disclosed | Not disclosed | Not disclosed | As above |
| Book Value per Share | Not disclosed | Not disclosed | Not disclosed | Not disclosed | As above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 385,928 shares (<1% of outstanding) |
| Unvested RSUs Outstanding | 210,122 units (CEO); vest in equal annual installments on Dec 31 of 2025, 2026, 2027 |
| Latest RSU Grant | 84,900 RSUs granted Dec 30, 2024 (Comp Committee action Dec 5, 2024) ; 3-year equal annual vest beginning with first full fiscal year post-grant; RSU holders receive cash distributions aligned with common dividends |
| Hedging/Pledging | Insider trading policy prohibits short sales, speculative derivatives, and hedging transactions that offset declines in ARI stock value ; no pledging prohibition disclosed; no pledging by Mr. Rothstein disclosed |
| Director Ownership Guidelines | Non-employee directors must hold ≥3x annual cash retainer; Rothstein (Apollo employee) is not eligible for director fees |
Employment Terms
| Provision | Disclosure |
|---|---|
| Employment Agreement (CEO at ARI) | ARI has no employment agreement with CEO; CEO is an employee of Apollo (Manager) |
| RSU Forfeiture | Unvested RSUs are forfeited upon termination of employment with Manager or its affiliates |
| Change-in-Control (Equity Plan) | Compensation Committee may adjust awards to preserve participant rights (shares/criteria) at change-in-control; maintain proportionate rights |
| Recovery (Clawback) | Board adopted recovery policy to recoup erroneously awarded incentive comp after a restatement (NYSE/SEC compliant); policy filed with 2024 Form 10-K |
| Management Agreement | Current term expires Sep 29, 2025; auto-renews annually unless 2/3 independent directors terminate for unsatisfactory performance or unfair fee; termination fee equals 3× average annual management fee over prior 24 months |
| 2024 Management Fees | $36.1 million management fees; $7.8 million reimbursed expenses; $8.7 million payable to related party at year-end |
Board Governance
| Attribute | Detail |
|---|---|
| Board Tenure (Rothstein) | 13 years as of Apr 29, 2025 |
| Board Leadership Structure | Separate Chair and CEO roles |
| Committee Memberships | Audit (Biderman, Haysom, Prince, Salvati; chairs/members noted), Compensation (Prince Chair; Biderman, Carlton, Haysom, Kasdin), Nominating & Corporate Governance (Carlton Chair; Kasdin, Salvati); CEO not listed as a member |
| Independence | 6 of 9 nominees independent; Rothstein is not independent |
| Meeting Attendance | Board held 8 meetings in 2024; all directors attended ≥75% of board and committee meetings |
| Director Fees | Paid only to non-Apollo employees; 2025 base: Chair $250,000 (cash $150k/equity $100k); other non-employee directors $200,000 (cash $100k/equity $100k); committee retainers unchanged |
Investment Implications
- Pay-for-performance alignment: CEO compensation from ARI is almost entirely equity-based via time-vested RSUs; grants consider Distributable Earnings and other performance measures, but weights and targets are not disclosed, limiting precision in pay-performance linkage assessments .
- Vesting and selling pressure: RSUs vest in equal annual tranches, typically at fiscal year-end (Dec 31), and accrue dividend cash equivalents; this timing can concentrate insider share deliveries around year-end, potentially affecting liquidity, though actual sales are not disclosed .
- Retention and governance risk: As an externally managed REIT, ARI’s CEO employment and cash compensation are controlled by Apollo; the Management Agreement’s termination fee (3× average fee) raises switching costs and may entrench the external manager despite performance variability .
- Alignment policies: Prohibitions on hedging/short-selling are positive; no explicit pledging ban disclosed. Clawback policy reduces restatement-related risk and supports shareholder alignment .
- Board oversight: Majority independent board, separate Chair/CEO, active committees, and ≥75% attendance support governance quality; Rothstein’s dual role (CEO and director) is mitigated by independence structure and quarterly executive sessions without management .
Additional context from recent calls: Rothstein emphasized maintaining repayments pace as capital markets reopened and managing leverage around four turns when fully deployed, with senior loan origination and back-leverage in the 65–75% range .
Appendix: Key Multi‑Year Performance Figures
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR per $100 invested | $71 | $93 | $86 | $107 | $89 |
| Net Income (GAAP, $000s) | $18,377 | $223,515 | $265,232 | $58,127 | $(119,636) |
| Distributable Earnings ($000s) | $125,592 | $188,679 | $239,294 | $157,534 | $61,316 |