Peter Sack
About Peter Sack
Peter Sack is Co-Chief Executive Officer and a director of Chicago Atlantic Real Estate Finance, Inc. (REFI). He served as Co‑President from July 2021 to March 2024 and has been Co‑CEO since March 2024; he is age 35 per the 2025 proxy and has been a director since 2021 . He is a credit investor and portfolio manager by background and also serves as Chief Executive Officer of Chicago Atlantic BDC, Inc. (ticker: LIEN) since March 2025 . Education: BA in East Asian Studies (Yale), MBA (Wharton), Fulbright Scholar at Sun Yat‑sen University (China) .
Note on performance linkage and disclosure: As an externally managed REIT, REFI reports that executive officers are employed by the external Manager; the company does not disclose traditional base salary/bonus detail for executives and instead may grant equity under its Omnibus Plan. The Manager is paid a base fee (1.5% of Equity) and an incentive fee based on Core Earnings under a Management Agreement, which shapes pay-for-performance incentives at the platform level rather than at the individual executive level .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Chicago Atlantic Real Estate Finance, Inc. | Co‑President | Jul 2021 – Mar 2024 | Senior leadership role prior to appointment as Co‑CEO . |
| BC Partners Credit | Principal | Jul 2018 – Jun 2021 | Sourced and underwrote across opportunistic and senior lending strategies in multiple industries . |
| Atlas Holdings LLC | Associate | Jul 2012 – Jun 2016 | Focused on supporting distressed manufacturing and distribution companies globally . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chicago Atlantic BDC, Inc. (LIEN) | Chief Executive Officer | Mar 2025 – present | Public BDC lending to state‑licensed cannabis operators . |
| Chicago Atlantic Real Estate Finance, Inc. (REFI) | Director (Interested) | 2021 – present | Board member; no committee assignments (independence requirements) . |
Board Governance and Service
- Status: Interested director (management). Director since 2021; current term expires at the next annual meeting (annual one‑year terms) .
- Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance Committees; those committees are composed of independent directors (Audit: Papastavrou, Konigsberg (Chair); Compensation: Konigsberg (Chair), Steiner, Stavola; Nominating: Papastavrou (Chair), Konigsberg, Steiner) .
- Board leadership context: Executive Chairman is John Mazarakis; Lead Independent Director is Dr. Jason Papastavrou, who presides over executive sessions and serves as liaison to management—structure intended to provide independent oversight of an externally managed platform .
- Director compensation: Independent directors receive cash retainers and equity; executives who are employees of the Manager do not receive director fees for board service .
Fixed Compensation
| Component | Disclosure status | Detail |
|---|---|---|
| Base salary | Not disclosed by REFI | REFI reports it has no employees; executives are employed and paid by the external Manager. REFI may reimburse a fair share of certain officer compensation and benefits to the Manager per the Management Agreement . |
| Target/Actual bonus | Not disclosed by REFI | Not reported at the individual level; compensation is paid by the Manager; REFI may reimburse a portion as applicable . |
| Director fees | Not applicable | Executives who are employees of the Manager receive no director compensation from REFI . |
Performance Compensation
| Instrument | Grant date | Number of shares | Vesting schedule | Notes |
|---|---|---|---|---|
| Restricted stock (RSU equivalent) | Dec 10, 2021 | 3,125 | Amended: one‑third after 12 months, one‑eighth after quarter ended Mar 31, 2023, and one‑eighth quarterly thereafter | Time‑based vesting; no performance condition disclosed . |
| Restricted stock | Jun 1, 2023 | 27,500 | 3‑year, one‑third on each of the 12, 24, and 36‑month anniversaries | Time‑based . |
| Restricted stock | Apr 1, 2024 | 11,388 | 3‑year, one‑third on each of the 12, 24, and 36‑month anniversaries | Time‑based . |
| Restricted stock | Apr 1, 2025 | 28,398 | 3‑year, one‑third on each of the 12, 24, and 36‑month anniversaries | Time‑based . |
- Plan structure: Awards are issued under REFI’s 2021 Omnibus Incentive Plan; as of Dec 31, 2024, 670,588 shares remained available for issuance. REFI has no options outstanding per the plan disclosure table .
- Performance metrics and weighting: Not disclosed for Sack’s equity (awards are time‑vesting restricted stock; no PSU/TSR or EBITDA hurdles disclosed) .
Equity Ownership & Alignment
| Date (record) | Total beneficial ownership (shares) | % of outstanding | Breakdown / footnotes |
|---|---|---|---|
| Apr 4, 2025 | 73,107 | <1% | Includes 70,411 restricted shares granted on 12/10/2021 (3,125), 6/1/2023 (27,500), 4/1/2024 (11,388), 4/1/2025 (28,398); vesting terms as noted above . |
| Apr 4, 2024 | 44,709 | <1% | Executive officer/director line item in 2024 proxy ownership table . |
- Hedging/pledging policy: REFI prohibits short‑term trading, hedging, and speculative transactions; pledging is prohibited except for non‑margin loans with demonstrated repayment capacity and pre‑approval by General Counsel .
- Ownership guidelines: No executive/director stock ownership multiple is disclosed in the cited sections; not addressed in the 2024/2025 proxy excerpts reviewed .
- Signals for selling pressure: Time‑based vesting implies potential incremental liquidity around the first, second, and third anniversaries of the 2023, 2024, and 2025 grants (June 1, April 1 tranches), and quarterly tranches from the amended 2021 grant, subject to trading windows and policy constraints .
Employment Terms
| Topic | Terms (as disclosed) |
|---|---|
| Employment relationship | Executives (including Co‑CEO) are employed by Chicago Atlantic REIT Manager, LLC or its affiliates; REFI itself has no employees . |
| Management Agreement fees | Base Management Fee: 0.375% quarterly (1.50% annualized) of “Equity”; Incentive Compensation based on Core Earnings, both payable in cash or REFI shares at Manager’s discretion . |
| Agreement term/renewal | Initial 3‑year term ended Apr 30, 2024; automatically renewed for one‑year periods; renewed on Apr 30, 2024 . |
| Termination fee (Manager) | If terminated under specified circumstances, a “Termination Fee” equals 3x the sum of annualized average quarterly Base Management Fee and Incentive Compensation over the prior 24 months . |
| Severance/CoC (individual) | No individual executive severance multiples, single/double‑trigger equity acceleration, or clawback terms for Sack are disclosed in the proxy excerpts reviewed; equity awards appear time‑based . |
| Insider trading controls | Pre‑clearance expected; hedging prohibited; limited pledging allowed only with pre‑approval and demonstrated capacity . |
Compensation Committee and Governance
- Committee composition and independence: Compensation Committee consists of independent directors (Konigsberg, Chair; Steiner; post‑annual meeting to include Stavola). It oversees reimbursement of certain Manager employee costs, administers incentive/equity plans, and retains compensation consultants at its sole discretion .
- Say‑on‑Pay and EGC status: REFI is an “emerging growth company” and is exempt from a non‑binding advisory vote on executive compensation and related golden‑parachute votes, and has reduced executive compensation disclosure obligations under the JOBS Act .
Performance & Track Record Highlights (company context)
- Q3 2025 results: Net income (diluted) $8.9M ($0.42/share), distributable earnings (basic) $10.5M ($0.50/share), total loans outstanding ~$400M, gross unlevered WAM yield 16.5%; book value per share $14.71; management referenced a $415M+ pipeline and noted recent open‑market stock purchases by management as a signal of commitment .
Risk Indicators and Red Flags
- External management structure introduces potential fee‑growth incentives (base fee on Equity and incentive fee on Core Earnings) and a sizable termination fee payable to the Manager (3x fee metrics), which can influence strategic decisions around equity issuance and portfolio growth .
- Limited individual executive pay disclosure due to external management and EGC status reduces transparency on base pay, bonus metrics, and severance/change‑of‑control protections at the individual level .
- Hedging prohibited; pledging restricted with pre‑approval—mitigates alignment risks related to leverage on personal holdings .
Investment Implications
- Alignment: Sack’s compensation at the REIT level is primarily through time‑vesting restricted stock; no performance‑conditioned PSUs are disclosed, which tilts incentives toward retention rather than explicit TSR/EBITDA/credit‑loss outcomes. The externally managed fee model further shifts pay‑for‑performance to the Manager’s Core Earnings framework rather than individual metrics for Sack .
- Retention and trading signals: The staggered, multi‑year vesting cadence (notably on Apr 1 and Jun 1 grant cycles, plus ongoing quarterly vest tranches from the amended 2021 award) creates identifiable periods of incremental liquidity; combined with pre‑clearance and hedging/pledging limits, this suggests moderate but manageable selling pressure risk around vest dates and trading windows .
- Governance: Dual role as Co‑CEO and director is balanced by an Executive Chairman and a Lead Independent Director with fully independent audit/comp/nom‑gov committees; Sack holds no committee seats, which is appropriate given his management status .
- Ownership trend: Beneficial ownership rose from 44,709 shares (Apr 4, 2024) to 73,107 (Apr 4, 2025), driven by equity grants—skin‑in‑the‑game is growing but remains <1% of shares outstanding, typical for externally managed REIT executives .
- Disclosure caveat: Absence of individual base salary/bonus/severance detail limits pay‑for‑performance diagnostics; monitoring Form 4 filings and future proxy updates is recommended to track net share accumulation vs. disposition behavior. Management’s own press release highlighted recent open‑market stock purchases, a positive sentiment indicator, though not attributed specifically to Sack in the filing excerpt .