Anthony Cappell
About Anthony Cappell
Anthony Cappell (age 42) is Co-Chief Executive Officer and a Director of Chicago Atlantic Real Estate Finance, Inc. (REFI). He co-founded Chicago Atlantic Group in April 2019, served as REFI’s CEO from inception until March 2024, and has been Co-CEO since March 2024. He holds a BA from the University of Wisconsin–Milwaukee and an MBA from The University of Chicago Booth School of Business . Compensation at REFI follows an external-manager model; the Manager earns incentive fees based on Core Earnings, and REFI has granted Cappell time-based restricted stock; REFI does not disclose his base salary or bonus targets paid by the Manager . As of April 4, 2025, he beneficially owned 384,607 REFI shares (1.8% of outstanding), including 157,153 restricted shares granted in 2023–2025 that vest ratably over three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago Atlantic Group | Co-Founder | Apr 2019–present | Co-founded platform that manages REFI; brings specialty finance credit expertise to underwriting and portfolio strategy . |
| Stonegate Capital | Managing Director, Head of Underwriting | Jul 2016–Oct 2018 | Led credit/underwriting and portfolio growth for lower middle-market/emerging brands lending . |
| First Midwest Bank / Gibraltar Business Capital | Senior Underwriter | Jan 2013–Jun 2016 | Executed specialty finance transactions (technology, software, turnaround/distressed, re-discount loans) . |
| Wells Fargo Capital Finance | Analyst (early career) | Nov 2008–Dec 2012 | Broad industry exposure to diverse loan structures . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago Atlantic Group | Co-Founder | Apr 2019–present | Affiliation informs REFI’s strategy; also relevant for Manager-related incentive and governance oversight . |
Board Service & Governance
- Director since 2021; currently serves as Co-CEO and Director (interested director) .
- Committee roles: Interested directors (including Cappell) are not listed on Audit, Compensation, or Nominating & Corporate Governance Committees; committees are composed of independent directors with designated chairs .
- Lead Independent Director: Dr. Jason Papastavrou provides independent leadership; executive sessions of independent directors are led by the Lead Independent Director .
- Board attendance: In 2024, the Board held 6 meetings; all incumbent directors attended at least 75% of Board and committee meetings .
- Director pay: Directors who are employees of the Manager (i.e., interested directors) do not receive director compensation from REFI .
Dual-role implications: Cappell’s executive and director roles, combined with an Executive Chairman (also not independent), concentrate influence; however, the presence of a Lead Independent Director and fully independent key committees provides structural checks on management .
Fixed Compensation
- Structure: REFI is externally managed. Executives are employed by the Manager, and REFI reimburses the Manager for an allocable share of executive compensation and certain G&A. Individual base salary and bonus targets for Cappell are not disclosed by REFI; compensation transparency is at the Manager level .
- Manager fees (illustrative of incentive structure at the Manager level):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base management fees, net | $4,046,398 | $4,138,401 |
| Incentive fees | $4,736,436 | $3,923,495 |
| G&A reimbursable to Manager | $4,799,210 | $4,821,373 |
| Total fees/reimbursables | $13,582,044 | $12,883,269 |
- Policy notes: Company prohibits hedging and short-term/speculative trading; pledging is prohibited except with pre-approval and proven ability to repay without resort to pledged shares .
Performance Compensation
- Manager incentive alignment: The Manager earns quarterly Incentive Compensation tied to targeted levels of Core Earnings; fees are payable in cash or REFI stock at the Manager’s discretion .
- Equity awards to Cappell (time-based restricted stock under 2021 Omnibus Plan):
| Grant Date | Award Type | Shares | Vesting Terms | Source |
|---|---|---|---|---|
| Jun 1, 2023 | Restricted Stock | 85,100 | Vests 1/3 after 12, 24, 36 months (annual tranches) | |
| Apr 1, 2024 | Restricted Stock | 43,655 | Vests 1/3 after 12, 24, 36 months (annual tranches) | |
| Apr 1, 2025 | Restricted Stock | 28,398 | Vests 1/3 after 12, 24, 36 months (annual tranches) |
- Vesting cadence and potential selling pressure (service-based; subject to blackout windows/compliance):
- 2023 grant: scheduled on/about Jun 1 of 2024, 2025, 2026 (1/3 each) per award terms .
- 2024 grant: scheduled on/about Apr 1 of 2025, 2026, 2027 (1/3 each) per award terms .
- 2025 grant: scheduled on/about Apr 1 of 2026, 2027, 2028 (1/3 each) per award terms; grant confirmed by Form 4 .
No option awards or PSU metrics are disclosed for Cappell; awards cited are time-based restricted stock .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 4, 2025) | 384,607 shares; 1.8% of class |
| Shares Outstanding (Record Date) | 20,967,457 shares (Apr 4, 2025) |
| Restricted Shares Included | 157,153 (85,100 granted 6/1/23; 43,655 granted 4/1/24; 28,398 granted 4/1/25), each vesting 1/3 annually over 3 years |
| Beneficial Ownership (as of Apr 4, 2024, prior year comparison) | 356,209 shares; 1.9% of class; included 128,755 restricted shares (85,100 granted 6/1/23; 43,655 granted 4/1/24) |
| Hedging/Pledging Policy | Hedging prohibited; pledging generally prohibited except with pre-approval and independent repayment capacity |
The proxy does not disclose any pledging by Cappell in his beneficial ownership footnotes, and insider trading policy restricts such practices .
Employment Terms
- Employment and payor: Cappell is employed by the external Manager (not by REFI). REFI reimburses the Manager for an allocable share of CEO and officer compensation and certain non-investment personnel costs; REFI does not disclose Cappell’s base salary/bonus paid by the Manager .
- Change-of-control/termination economics (Manager-level): Upon certain terminations of the Management Agreement, REFI owes a Termination Fee to the Manager equal to 3x the sum of (i) annualized average quarterly base management fee and (ii) annualized average quarterly incentive compensation over the prior 24 months .
- Clawbacks/ownership guidelines/non-compete: Not disclosed in the proxy for individual executives; REFI maintains a Code of Conduct and an insider trading policy addressing hedging and pledging .
Related Party Transactions, Risk Indicators, and Oversight
- Co-investments: 19 loans (FY 2024) and 20 loans (FY 2023) co-invested with affiliates under Manager’s policies .
- Transactions with affiliates: Multiple 2023–2024 related-party loan purchases/sales and assignments approved by the Audit Committee; examples include purchases/sales around ~$14–19 million and portfolio refinancings involving affiliates .
- Notable non-accrual and enforcement action: Loan #9 was placed on non-accrual in 2023; UCC sale and 2024–2025 court actions led to affiliate control; carrying value ~$16.4 million at 12/31/2024 .
- Governance/oversight: Audit Committee (independent) reviews and approves related-party transactions and oversees Manager fee renewals .
- Section 16(a) filings: Management and directors complied in 2023 and 2024 per proxy disclosure .
Investment Implications
- Alignment and potential selling pressure: Cappell’s 1.8% beneficial stake and multi-year vesting of 157,153 restricted shares provide retention incentives; expect vesting-trigger windows around Apr 1 (2025–2028) and Jun 1 (2025–2026) that can create periodic selling pressure, subject to trading windows and personal decisions .
- Pay-for-performance structure: As an externally managed REIT, executive cash compensation is primarily at the Manager; the Manager’s incentive fees are tied to Core Earnings rather than TSR, which can bias toward earnings generation/origination scale over stock-price alignment; REFI partially offsets this with equity grants to executives .
- Governance: Dual executive/director roles (Co-CEO, Executive Chairman) reduce board independence at the top; mitigants include a Lead Independent Director and fully independent Audit/Compensation/Nominating committees with financial experts .
- Related-party complexity: Frequent affiliate transactions and co-investments require robust audit oversight; REFI discloses Audit Committee approvals and independence, but the structure introduces potential conflicts requiring ongoing monitoring .
- Retention risk: Equity awards vesting through 2028 promote continuity; absence of disclosed individual employment severance reduces clarity on personal downside protection, but Manager-level termination economics are significant .
Sources: 2025 and 2024 DEF 14A proxies for REFI ; Form 4 award for Apr 1, 2025 restricted stock grant .