Ares Commercial Real Estate Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   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.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   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).

   More detail

   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.

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When is the Ares Commercial Real Estate Corp 2026 annual meeting?

Ares Commercial Real Estate Corp (ACRE) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the Ares Commercial Real Estate Corp 2026 meeting?

The record date for the Ares Commercial Real Estate Corp 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ares Commercial Real Estate Corp's 2026 meeting?

The board is presenting 2 director nominees at the Ares Commercial Real Estate Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ares Commercial Real Estate Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Ares Commercial Real Estate Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.