Not independent
Tenure on this board
22.2 yrs
4 nominees · 4 ballot items.
Election of four Class II directors; an amendment and restatement of the 2024 Amended Omnibus Stock Incentive Plan to add 8,000,000 shares and extend the plan term; ratification of Ernst & Young LLP as independent auditors for 2026; and a non-binding advisory (say-on-pay) vote to approve named executive officer compensation.
Election of four Class II directors (Ivan Kaufman, Melvin F. Lazar, Carrie Wilkens and John Natalone) each to serve until the 2029 annual meeting and until their respective successors are elected and qualified.
Approve an amendment and restatement of the Company’s 2024 Amended Omnibus Stock Incentive Plan to add 8,000,000 shares for issuance under the plan (increasing the reserve to 25,000,000) and extend the plan term to May 20, 2036.
This management proposal asks shareholders to approve a broad amendment and restatement of Arbor’s 2024 Stock Incentive Plan to increase the share reserve by 8,000,000 shares (to a total of 25,000,000) and to extend the plan term through May 20, 2036. Management and the Board argue the increase is necessary to continue granting restricted stock, RSUs and options that attract, retain and incentivize employees and other service providers and to align their interests with stockholders. The filing notes that, as of April 2, 2026, only about 1.23 million shares remained available under the existing plan (before the proposed increase), and that, assuming historical grant practices, the proposed increase would provide capacity for approximately three years of awards. The proposal preserves existing plan mechanics (restricted stock, RSUs and options), removes no material protections, and retains typical adjustment mechanisms for corporate transactions and change-in-control treatment; it also contains annual per-participant limits on option grants and standard anti-dilution and amendment provisions. Approving the proposal will dilute existing shareholders incrementally (management discloses an overhang of ~4.8% if approved), but management presents the grants as central to retention and pay-for-performance design, noting recent grant activity (1.63 million shares granted in 2025, with a large portion to NEOs). The Board recommends FOR, emphasizing continued ability to grant equity to sustain operations and incentives; opponents typically argue against share-authority increases without explicit performance-based features or guardrails and point to dilution — investors should weigh the pace and recipients of grants, historical burn rate (~0.7% average), and the balance between retention needs and long-term shareholder dilution. In sum, the proposal is standard for maintaining equity incentive capacity, and the Board’s rationale is retention, alignment and operational flexibility, but shareholders should evaluate the company’s actual grant practices, the size and recipients of future grants, and whether additional performance conditions or refreshed governance protections should accompany any new share authority.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Arbor’s independent registered public accounting firm for the fiscal year 2026.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the Compensation Discussion and Analysis, Summary Compensation Table, and related disclosures).
This is a management-sponsored, non-binding advisory ("say-on-pay") proposal asking shareholders to approve the Company’s disclosed named executive officer (NEO) compensation for 2025, including the Compensation Discussion and Analysis, Summary Compensation Table and related disclosures. Management and the Compensation Committee argue the program is designed to attract, retain and incentivize executives through a mix of base salary, cash bonuses and equity awards (including the CEO’s multi-year Incentive Agreement), and emphasize pay-for-performance features and stock-based incentives aligned with long-term shareholder returns. A vote FOR signals investor support for current pay philosophy and will be considered by the Board in future compensation decisions though it is non-binding; a vote AGAINST or significant opposition would typically prompt the Board and Compensation Committee to review compensation design, the size of awards, performance metrics, and disclosure clarity. Key contextual items: CEO long-term incentive arrangements (including performance-vesting RSUs and a GAAP equity adjustment) concentrate significant potential value in performance and capital-raising outcomes; recent 2025 compensation included large cash bonuses and substantial equity grants (noted in the filing); the company maintains clawback provisions, stock ownership guidelines and deferred compensation arrangements but also combines time-based and performance-based equity, which some institutional investors scrutinize for mix and metrics. Sophisticated investors should evaluate the magnitude of payouts relative to performance (distributable earnings, TSR and peer metrics provided in the filing), the governance features around performance targets and discretion, and whether compensation outcomes reasonably reward sustainable value creation without encouraging excessive risk-taking. The Board recommends FOR and will consider the advisory vote in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.66% | 20,499,100 | $158M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.99% | 9,600,291 | $74M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.93% | 7,568,395 | $58M |
| 4 | STATE STREET CORP | 3.87% | 7,440,380 | $57M |
| 5 | BlackRock, Inc. | 2.48% | 4,771,125 | $37M |
| 6 | COATUE MANAGEMENT LLC | 2.18% | 4,196,885 | $32M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.09% | 4,022,809 | $31M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.74% | 3,346,334 | $26M |
| 9 | GOLDMAN SACHS GROUP INC | 1.54% | 2,954,407 | $23M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.41% | 2,721,436 | $21M |
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