Not independent
Tenure on this board
8.3 yrs
Also a director at
NONE
2 nominees · 3 ballot items.
Elect two Class II directors (William S. Benjamin and Caroline E. Blakely); ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026; and approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025 (say-on-pay).
Elect two director nominees, William S. Benjamin and Caroline E. Blakely, as Class II directors to serve until the 2029 annual meeting and until their successors are duly elected and qualify.
Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers for the fiscal year ended December 31, 2025, as disclosed in the proxy statement (say-on-pay).
This management-originated, non-binding advisory proposal asks shareholders to approve the compensation paid to the Company’s named executive officers for fiscal year 2025 as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure. Management is seeking shareholder approval to confirm alignment between pay practices and investor expectations and to obtain feedback on its compensation policies even though the Company is externally managed by Ares Commercial Real Estate Management LLC and does not directly pay its named executive officers; rather, the Manager pays these executives and the Company reimburses allocable amounts. Important context includes the Manager’s fee structure (a base management fee of 1.5% of stockholders’ equity and potential incentive fees), the fact that named executive officers are employees of the Manager, and that equity-based compensation (RSUs) were granted in December 2025 with multi-year vesting schedules; these arrangements aim to align management incentives with long-term shareholder value. The Board frames the proposal as consistent with Dodd-Frank and SEC rules requiring a say-on-pay advisory vote and emphasizes that the vote is non-binding but will inform future decisions by the compensation committee. The Company presents supporting detail on total compensation, equity awards, vesting schedules, and reimbursements to the Manager to aid shareholders’ assessment. The Board recommends a vote FOR, asserting that the disclosed program appropriately balances fixed and variable pay, retention incentives, and performance alignment while providing transparency around reimbursements to the Manager. Because the named executives’ primary employment and compensation decisions are made by the Manager, the proposal’s outcome is most useful as a signal of investor sentiment rather than a direct binding change to pay arrangements; the Board commits to considering the vote when reviewing future compensation practices. Potential governance considerations for sophisticated analysts include the external-management structure, the allocation of compensation costs via reimbursement to the Manager, the use of long‑dated RSUs to incentivize retention and long-term performance, and the interplay between Manager incentives and Company outcomes, which may create agency or allocation questions when the Manager also oversees other Ares vehicles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.8% | 2,663,543 | $13M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,326,125 | $11M |
| 3 | BlackRock, Inc. | 2.8% | 1,537,506 | $7M |
| 4 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.3% | 1,252,232 | $6M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,193,990 | $6M |
| 6 | STATE STREET CORP | 2.1% | 1,159,676 | $6M |
| 7 | North Ground Capital | 2.0% | 1,120,000 | $5M |
| 8 | Lighthouse Investment Partners, LLC | 1.8% | 1,022,494 | $5M |
| 9 | CURA WEALTH ADVISORS, LLC | 1.6% | 905,601 | $4M |
| 10 | VAN ECK ASSOCIATES CORP | 1.2% | 674,979 | $3M |
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