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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x
Check the appropriate box:
o | Preliminary Proxy Statement
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x | Definitive Proxy Statement
o | Definitive Additional Materials
o | Soliciting Material Pursuant to § 240.14a-12

ARBOR REALTY TRUST, INC.
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):
x | No fee required.
o | Fee paid previously with preliminary materials.
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

As filed with the Commission on April 17, 2025

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April 17, 2025
Dear Fellow Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the annual meeting of stockholders of Arbor Realty Trust, Inc. (the “Company,” “Arbor,” “we,” “our,” and “us”), which will be held in a virtual-only format on May 21, 2025, at 11:00 a.m., Eastern Time (“ET”). The instructions to attend the annual meeting and vote, as well as the matters to be considered by the stockholders at the annual meeting, are described in detail in the accompanying materials.
It is important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend. As always, we encourage you to vote your shares prior to the annual meeting.
Let me urge you to mark, sign and date your proxy card today and return it in the envelope provided.

| Sincerely,
| IVAN KAUFMAN Chairman, Chief Executive Officer and President

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Notice of Annual Meeting of Stockholders
To Be Held on May 21, 2025
____________________________________
To the Stockholders of Arbor Realty Trust, Inc.:
The annual meeting of stockholders of Arbor Realty Trust, Inc., a Maryland corporation, will be held in a virtual-only format on May 21, 2025 beginning at 11:00 a.m., ET. Instructions to attend the annual meeting and vote are described in detail in the accompanying materials. The proxy statement, annual report to security holders and the annual meeting instructions are also available on our website (www.arbor.com) under the heading “Investor Relations” or can be obtained by calling our main telephone number, (516) 506-4200.
The matters to be considered and voted upon by stockholders at the annual meeting, which are described in detail in the accompanying materials, are:
(1)Election of four Class I directors, each to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified;
(2)Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025;
(3)A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement; and
(4)Transaction of any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting.
Stockholders of record at the close of business on April 1, 2025 (the "record date") will be entitled to receive notice of and vote at the annual meeting. It is important that your shares be represented at the annual meeting regardless of the size of your securities holdings. A proxy statement, proxy card, self-addressed envelope and Annual Report to Stockholders for the year ended December 31, 2024 accompany this notice. Whether or not you plan to attend the annual meeting, please complete, date and sign the proxy card. Please return it promptly in the envelope provided, which requires no postage if mailed in the United States. If you are the record holder of your shares and you attend the annual meeting, you may withdraw your proxy and vote at the meeting, if you so choose.

|  | By Order of the Board of Directors,
April 17, 2025 |  | JOHN J. BISHAR, JR.
Uniondale, New York |  | Corporate Secretary

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Arbor Realty Trust, Inc.
333 Earle Ovington Boulevard
Suite 900
Uniondale, New York 11553
(516) 506-4200
_______________________
PROXY STATEMENT
_______________________
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 21, 2025

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| Pages
GENERAL INFORMATION CONCERNING SOLICITATION AND VOTING | 5
BOARD OF DIRECTORS | 10
AUDIT COMMITTEE REPORT | 21
EXECUTIVE OFFICERS | 22
EXECUTIVE COMPENSATION | 25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 42
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 45
PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 49
PROPOSAL NO. 2— RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202 5 | 50
PROPOSAL NO. 3— ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 51
STOCKHOLDER PROPOSALS FOR 202 6 | 52
OTHER MATTERS | 52

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GENERAL INFORMATION CONCERNING SOLICITATION AND VOTING
This proxy statement, the accompanying proxy card and notice of annual meeting are provided in connection with the solicitation of proxies by and on behalf of the Board of Directors of Arbor Realty Trust, Inc., a Maryland corporation, for use at the annual meeting of stockholders to be held in a virtual-only format on May 21, 2025, at 11:00 a.m., ET, and any adjournments or postponements thereof.
The mailing address of our executive office is 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553. This proxy statement, the accompanying proxy card and the notice of annual meeting are first being mailed (or emailed solely with respect to the proxy card relating to the special voting preferred stock, par value $0.01 per share (the "special voting preferred stock")) on or about April 17, 2025 to holders of our common stock, par value $0.01 per share (the "common stock") and special voting preferred stock on the record date. The outstanding shares of common stock and special voting preferred stock are the only securities entitled to vote at the annual meeting, and we refer to these securities, collectively, as our voting securities. Along with this proxy statement, we are also sending our Annual Report to Stockholders for the year ended December 31, 2024 (“2024 Annual Report”).
A proxy may confer discretionary authority to vote with respect to any matter presented at the annual meeting. As of the date of this proxy statement, management has no knowledge of any business that will be presented for consideration at the annual meeting and that would be required to be set forth in this proxy statement or the related proxy card other than the matters set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented at the annual meeting for consideration, it is intended that the persons named in the enclosed proxy card and acting thereunder will vote in accordance with their discretion on any such matter.
Instructions to Attend and Vote at the Virtual Annual Meeting
Record Holders: If you were a stockholder of record as of the close of business on the record date (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Equiniti Trust Company, LLC ("ETC"), formerly known as American Stock Transfer & Trust Company), you can attend the annual meeting by accessing https://web.lumiconnect.com/286720334 and selecting the button “I have a Control Number.” You will then be directed to a screen where you will enter: (1) the 11-digit control number on the proxy card; and (2) the meeting password “arbor2025”. Please note the meeting password is case sensitive. Once you have completed these steps, select the “login” button, which will take you to the annual meeting page (the “Meeting Page”) where you can vote, submit written questions and listen to the meeting. If you are a stockholder of record and misplaced your 11-digit control number, please call ETC at (800) 937-5449.
Beneficial Owners: If you were a beneficial owner as of the close of business on the record date (i.e., you held your shares in “street name” through an intermediary, such as a bank, broker or other nominee), you must register in advance to attend the annual meeting. To register, please obtain a legal proxy from the bank, broker or other nominee that is the record holder of your shares and then submit the legal proxy, along with your name and email address, to ETC to receive an 11-digit control number that may be used to access the annual meeting site provided above. Any control number that was provided with your proxy materials, likely a 16-digit number, will not provide access to the annual meeting site. Requests for registration and submission of legal proxies should be labeled as “Legal Proxy” and must be received by ETC no later than 5 p.m., ET, on May 14, 2025. All such requests should be submitted (1) by email to proxy@equiniti.com, (2) by facsimile to (718) 765-8730, or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 55 Challenger Rd Suite 200B, 2nd floor, Ridgefield Park, NJ 07660. Obtaining a legal proxy may take several days and stockholders are advised to register as far in advance as possible. Once you have obtained your 11-digit control number from ETC, please follow the steps set forth above for “Record Holders” to attend the annual meeting.
Attending as a Guest: If you are a record holder or beneficial owner as of the close of business on the record date, and would like to enter the annual meeting as a guest in listen-only mode, go to https://web.lumiconnect.com/286720334 and select the button “I am a guest.” Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.
Record holders and beneficial owners should call ETC at (800) 937-5449 with any questions about attending the annual meeting. If you encounter any difficulty accessing the annual meeting, please visit https://go.lumiglobal.com/faq for assistance.
Asking Questions: If you are attending the annual meeting as a stockholder of record or beneficial owner who has registered for the meeting, you can ask questions by clicking the messaging icon on the right side of the toolbar appearing at the top of the Meeting Page and then typing and submitting your question.
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Voting Shares: If you are attending the annual meeting as a stockholder of record or beneficial owner as of the record date, who has registered for the meeting, you can vote during the meeting by clicking the link “Proxy Voting Site” on the Meeting Page and following the prompts.
Voting
If you hold your shares of our voting securities in your own name as a holder of record, you may instruct the proxies to vote your shares by signing, dating and mailing the proxy card in the postage-paid envelope provided. In addition, you may vote your shares of our voting securities during the annual meeting.
If your shares are held on your behalf by a broker, bank or other nominee, you will receive instructions from such individual or entity that you must follow in order to have your shares voted at the annual meeting.
Authorization of your proxy via telephone or the Internet may also be available depending on how you hold your shares. Please reference your proxy card for instructions on how to authorize your proxy by these methods.
Right to Revoke Proxy
If you hold shares of our voting securities in your own name as a holder of record, you may revoke your proxy instructions through any of the following methods:
•send written notice of revocation, prior to the annual meeting, to our Corporate Secretary, at Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York 11553;
•sign and mail a new, later dated proxy card to our Corporate Secretary at the address specified above;
•authorize a later dated vote via the telephone or Internet at least 24 hours prior to the annual meeting; or
•attend the annual meeting and vote your shares during the meeting.
If your shares are held on your behalf by a broker, bank or other nominee, you must contact such broker, bank or other nominee to receive instructions as to how you may revoke your proxy instructions.
Matters to be Considered at the Annual Meeting
At the annual meeting, our stockholders will consider and vote upon:
(1)The election of four Class I directors, each to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified;
(2)The ratification of the appointment of Ernst & Young LLP ("Ernst & Young") as our independent registered public accounting firm for 2025;
(3)A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this proxy statement; and
(4)The transaction of any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting.
This proxy statement, form of proxy and voting instructions are being mailed starting on or about April 17, 2025.
Solicitation of Proxies
The enclosed proxy is solicited by and on behalf of our Board of Directors ("Board" or "Board of Directors"). The expense of preparing, printing and mailing this proxy statement and the proxies solicited hereby are paid for by the Company. In addition to mailing, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise. We will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of voting securities held of record at the close of business on the record date and will provide reimbursement for the cost of forwarding the material. In addition, we have engaged Alliance Advisors LLC to assist in soliciting proxies from brokers, banks and other nominee holders of our common stock at a cost of approximately $10,000 plus reasonable out-of-pocket expenses.
Stockholders Entitled To Vote
As of the close of business on the record date, there were 192,161,707 shares of our common stock and 16,173,761 shares of our special voting preferred stock outstanding and entitled to vote. Each share of our common stock and special
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voting preferred stock entitles the holder to one vote on each proposal. Stockholders of record at the close of business on the record date are entitled to attend and vote at the annual meeting or any adjournment or postponement thereof.
Required Quorum/Vote
A quorum will be present if stockholders entitled to cast a majority of all the votes entitled to be cast at the annual meeting are present in the meeting or by proxy. If you have returned a valid proxy or if you hold your shares of our voting securities in your own name as a holder of record as of the record date and you attend the annual meeting, your shares will be counted for the purpose of determining whether there is a quorum. If a quorum is not present, the annual meeting may be adjourned by the chairman of the meeting or the stockholders entitled to vote at the annual meeting, present in the meeting or by proxy, to a date no more than 120 days after the record date without notice other than announcement at the annual meeting.
Abstentions and broker non-votes will be counted in determining the presence of a quorum. “Broker non-votes” occur when a bank, broker or other nominee holding shares for a beneficial owner returns a properly executed proxy but does not vote on a particular proposal because the bank, broker or other nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange (the “NYSE”), banks, brokers and other nominees who hold shares in “street name” may have the authority to vote on certain matters when they do not receive instructions from beneficial owners. Banks, brokers and other nominees that do not receive instructions are not entitled to vote on (1) the election of directors contained in Proposal No. 1; and (2) the advisory vote on executive compensation contained in Proposal No. 3, but may vote on the ratification of the appointment of the independent registered public accounting firm contained in Proposal No. 2.
Election of each of the director nominees named in Proposal No. 1 requires the affirmative vote of a majority of the votes cast in the election of directors at the annual meeting by holders of our voting securities, except in the case of a contested election, which would require the affirmative vote of a plurality of all the votes cast. In such latter case, the director nominees receiving the highest number of affirmative votes will be elected directors. Shares represented by properly executed and returned proxies will be voted, unless such holder of our voting securities abstained from voting, for the election of the Board of Directors’ nominees named in Proposal No. 1. Votes may be cast in favor of or against each of the director nominees. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the outcome of the vote on the election of directors. Stockholders may not cumulate votes in the election of directors.
Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2025, as specified in Proposal No. 2, requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting by holders of our voting securities. If this appointment is not ratified by holders of our voting securities, the Audit Committee and our Board of Directors may each reconsider its appointment and endorsement. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote for this proposal. We do not expect any broker non-votes on this proposal. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest.
Approval, on an advisory basis, of the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement, as specified in Proposal No. 3, requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting by holders of our voting securities. Abstentions and broker non-votes, if any, will not be counted as having been cast and will have no effect on the outcome of the vote for this proposal. The vote on Proposal No. 3 is non-binding on the Board and the Compensation Committee and will not be construed as overruling any decision by the Board or the Compensation Committee. The Board and the Compensation Committee expect to take the results of this vote into consideration when making future compensation decisions with respect to the NEOs, but are not required to do so.
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If the enclosed proxy is properly executed and returned to us in time to be voted at the annual meeting, it will be voted as specified on the proxy, unless it is properly revoked prior thereto. If no specification is made on the proxy as to any one or more of the proposals, the following action will be taken with respect to each share of our voting securities represented by the proxy:
(1)A vote will be cast FOR the election of each of the four Class I directors, each to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified;
(2)A vote will be cast FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2025;
(3)A vote will be cast FOR the adoption of a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement; and
(4)A vote will be cast in the discretion of the proxy holder on any other business that properly comes before the annual meeting or any adjournment or postponement thereof.
As of the date of this proxy statement, we are not aware of any other matter to be presented at the annual meeting.
Multiple Copies of Annual Report to Stockholders
A copy of our 2024 Annual Report will be mailed to stockholders entitled to vote at the annual meeting with this proxy statement and is also available without charge to stockholders upon written request to: Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553, Attn: Investor Relations. You may also access our 2024 Annual Report as filed with the Securities and Exchange Commission (the “SEC”) under the “Investor Relations — SEC Filings” link on our website at www.arbor.com.
With a view towards environmental concerns, and in order to reduce printing and postage costs, we have undertaken an initiative to deliver only one annual report and one proxy statement to multiple stockholders sharing an address. However, this delivery method, called “householding,” will not be used if we receive contrary instructions from one or more of the stockholders sharing an address. If your household has received only one annual report and one proxy statement, we will deliver promptly a separate copy of the annual report and the proxy statement to any stockholder who sends a written request to the Corporate Secretary, Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553. You may also contact our Corporate Secretary at (516) 506-4200. You may also write to our Corporate Secretary if you would like to receive separate copies of our annual report and proxy statement in the future. Even if your household has received only one annual report and one proxy statement, a separate proxy card has been provided for each stockholder account. If you are submitting a proxy by mail, each proxy card should be marked, signed, dated and returned in the enclosed self-addressed envelope.
If your household has received multiple copies of Arbor’s annual report and proxy statement, you can request the delivery of a single copy in the future by marking the designated box on the enclosed proxy card.
If you own shares of common stock through a bank, broker or other nominee and receive more than one annual report and proxy statement, contact the holder of record to eliminate duplicate mailings.
Voting Results
ETC, our independent tabulating agent, will have a representative present at the annual meeting and will tabulate the votes and act as the Inspector of Election. We will publish the voting results in a Current Report on Form 8-K, which will be filed within four business days of our annual meeting of stockholders.
Confidentiality of Voting
We will keep all proxies, ballots and voting tabulations confidential. We will permit only our Inspector of Election, ETC, and our outside legal counsel to examine these documents, except: (1) as necessary to meet applicable legal requirements; (2) if a stockholder writes comments on the proxy card directed to our Board of Directors or management; or (3) in the event a proxy solicitation in opposition to the election of the nominees is initiated.
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Recommendations of the Board of Directors
The Board of Directors recommends a vote:
(1)FOR the election of each of Ms. Caryn Effron, Mr. Joseph Martello, Mr. Edward Farrell and Mr. George Tsunis as Class I directors, each to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified;
(2)FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2025;
(3)FOR the adoption of a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement; and
(4)In the discretion of the proxy holder on any other business that properly comes before the annual meeting or any adjournment or postponement thereof.
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BOARD OF DIRECTORS
General
Our Board of Directors presently consists of ten members. Pursuant to our charter, the Board of Directors is divided into three classes of directors, with each director serving for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are duly elected and qualified, with one class up for election at each annual meeting. At this year’s annual meeting, the term of our Class I directors will expire. Our other directors will remain in office for the remainder of their respective terms, as indicated below.
At the annual meeting, stockholders will vote on the elections of Ms. Effron, Mr. Martello, Mr. Farrell and Mr. Tsunis each for a three-year term to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified.
The following table sets forth information concerning the ten directors who: (1) are nominees for election at this year’s annual meeting; or (2) whose terms are not expiring.

Directors Who are Nominees for Election
Name |  | Class |  | Age |  | New Term to Expire at Annual Meeting in
Caryn Effron |  | I |  | 63 |  | 2028
Joseph Martello |  | I |  | 69 |  | 2028
Edward Farrell |  | I |  | 64 |  | 2028
George Tsunis |  | I |  | 57 |  | 2028

Directors Whose Terms are Not Expiring
Name |  | Class |  | Age |  | Term Expires at Annual Meeting in
Ivan Kaufman |  | II |  | 64 |  | 2026
Melvin F. Lazar |  | II |  | 86 |  | 2026
Carrie Wilkens |  | II |  | 55 |  | 2026
Kenneth J. Bacon |  | III |  | 70 |  | 2027
William C. Green |  | III |  | 64 |  | 2027
Elliot Schwartz |  | III |  | 64 |  | 2027

Nominees
Caryn Effron. Ms. Effron has served as one of our directors since December 2021. Ms. Effron is a commercial real estate finance executive, angel investor, entrepreneur, and change-maker. She has over 25 years of experience in commercial real estate, capital markets, asset management, and capital raising. Ms. Effron was a Managing Director at Ackman-Ziff Real Estate Group, where she specialized in debt and mezzanine financing and has financed over $1 billion in transactions. In 2016, she co-founded Declare (f/k/a Parity-Partners), a community-driven leadership platform focused on mentorship and professional development for women and minorities within finance. For the past decade, Ms. Effron has been an active angel investor and advisor to diverse founders including Learnvest, Springboard, Finhabits, The Helm, and OurOffice. She is a Limited Partner in several women- and diverse-led funds including 645Ventures, Avid Ventures, Inspired Capital, Stellation Capital, Clerisy, and Invictus Global Management. Ms. Effron is a Founding Member and the Co-Chair of the Board of Directors for a New York non-profit, IDiF, which seeks to advance representation of woman and minorities in the asset management industry, create a culture of capital that embraces diversity and accelerate economic justice. She also currently serves on the Board of Directors for Code Nation, which strives to equip students in under-resourced schools with fundamental coding skills and professional experiences that together create access to careers in technology.
Due to her diverse business and leadership experience in the commercial real estate and capital markets industries, the Board of Directors has concluded that Ms. Effron should serve as our director.
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Joseph Martello. Mr. Martello has served as one of our directors since June 2003. Since 1999, Mr. Martello has been Chief Operating Officer of Arbor Management, LLC, which is the managing member of Arbor Commercial Mortgage, LLC ("ACM"). He is responsible for management of the investment portfolio and overseeing the day-to-day operations within Arbor Management. From 1995 to 1999, Mr. Martello was the Chief Financial Officer ("CFO") of ACM. From 1990 to 1995, Mr. Martello was the CFO of Arbor National Holdings, Inc., the predecessor company of ACM. Prior to that, he was a senior manager with the international accounting and consulting firm of Ernst & Young for eleven years.
As a senior executive with significant financial services experience who has served within the ACM group of companies for more than 30 years, Mr. Martello brings a breadth of knowledge about real estate matters, as well as the business and operations of the Company. This led the Board of Directors to conclude that Mr. Martello should serve as our director.
Edward Farrell. Mr. Farrell has served as one of our directors since June 2018. Mr. Farrell has more than 35 years of financial administration and leadership experience in the financial services industry and is currently the CFO of Cipher Mining Inc. From 2003 through 2021, he served as Senior Vice President, Chief Accounting Officer, Corporate Controller and Interim CFO of AllianceBernstein, L.P., a global investment management and research firm. In this capacity, Mr. Farrell oversaw all duties relating to corporate accounting, financial planning and analysis, tax and treasury, SEC and compliance reporting, as well as global real estate and facilities management. Previously, Mr. Farrell served nine years with Nomura Securities International, Inc., a global investment bank, and held several senior level positions, including CFO. Prior to that, he spent a decade at the investment bank, Salomon Brothers Inc. He began his career at PricewaterhouseCoopers. Mr. Farrell is a Certified Public Accountant and holds the FINRA series 27 license.
The Board of Directors has concluded that Mr. Farrell should serve as our director due to his extensive financial administration and leadership experience in the financial services industry.
George Tsunis. Mr. Tsunis has served as one of our directors from his appointment in August 2016 until April 2022 and since his re-appointment in March 2025. Mr. Tsunis is the founder, Chairman, and Chief Executive Officer ("CEO") of Chartwell Hotels ("Chartwell"), which owns, develops, and manages Hilton, Marriott, and InterContinental Hotels Group franchises across the Northeast and Mid-Atlantic. Chartwell is also involved in community development and renewal projects, which help regions benefit from tourism, business travel, and other domestic and international investments.
Prior to founding Chartwell, Mr. Tsunis was a partner at the law firm Rivkin Radler LLP, which is Long Island, New York’s largest law firm. He has represented both private clients and municipalities in the practice areas of land use and zoning, real estate corporate law, municipal law, and commercial litigation. Mr. Tsunis previously served as Chairman of The Battery Park City Authority, a New York State public benefit corporation that oversees Battery Park City, a 92-acre planned development on Manhattan’s lower west side.
Mr. Tsunis was the United States Ambassador to Greece from May 2022 to January 2025. He helped elevate the U.S. government’s relations with Greece and promoted energy connectivity and resiliency with the foreign government’s neighbors. In addition, Mr. Tsunis has been involved in philanthropic work that benefits Greece and its diaspora, including supporting and serving on the boards of several non-profit and scientific research organizations.
As a founder, principal, and member of various organizations, Mr. Tsunis has an extensive background in real estate, finance, and public policy, which has led the Board of Directors to conclude that he should serve as our director.
Continuing Directors
Ivan Kaufman. Mr. Kaufman has served as our Chairman, CEO and President since June 2003. Mr. Kaufman has been CEO and President of ACM since its inception in 1993. ACM was our external manager from our inception through the middle of 2017. ACM remains active in the commercial real estate industry. In 1983, Mr. Kaufman co-founded a predecessor of Arbor National Holdings Inc. and its residential lending subsidiary, Arbor National Mortgage Inc., which went public in 1992. In 1995, the company was sold to Bank of America. In connection with the sale of Arbor National Holdings, Inc., ACM was formed with a focus on multifamily lending, eventually becoming a seller/servicer for Fannie Mae and Freddie Mac and thereby creating the eventual platform of Arbor. In 2016, ACM sold its agency business to us, creating a consolidated, comprehensive real estate finance franchise.
Mr. Kaufman has previously served as the Chair of the Independent Judicial Election Qualification Commission for the 10th Judicial District of New York. He has also served on the National and Regional Advisory Boards of Fannie Mae and on the Board of Directors of the Empire State Mortgage Bankers Association.
He was previously named regional “Entrepreneur of the Year” by Inc. Magazine for his outstanding achievements in financial services. Mr. Kaufman also served as a regional spokesperson for Global ReLeaf, a program of the American Forestry Association, which led to his appointment as a delegate of the International Arid Lands Consortium. He has guest
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lectured at Harvard Business School’s Real Estate Club and is a featured presenter at Columbia University and Wharton Business School.
Mr. Kaufman is a dedicated community leader who founded the North Shore Hebrew Academy High School, a state-of-the-art, 11-acre academy now regarded as one of the premier college preparatory schools in the Northeast. In addition, he has served on the Board of Trustees of The Birthright Israel Foundation.
Melvin F. Lazar. Mr. Lazar has served as one of our directors from his appointment in November 2003 until May 2011 and since his re-appointment in December 2011. Mr. Lazar was a founder of Lazar Levine & Felix LLP, certified public accountants, was its managing partner from 1969 until 2002, and continued as an employee of the firm, now known as Baker Tilly, LLC, until his retirement in 2014. Mr. Lazar specializes in business valuations and merger and acquisition activities. Mr. Lazar serves on the Board of Directors of Active Media Services, Inc., a privately-held corporate trading company and is former Chairman of the Audit Committee of Enzo Biochem, Inc., a publicly-held biotechnology company.
As the managing partner of a certified public accounting firm for over 30 years and a former member of the audit committees of a public biotechnology company and a private corporate trading company, Mr. Lazar has extensive accounting and financial expertise in a variety of industries, which led the Board of Directors to conclude that he should serve as our director and as Chair of the Audit Committee.
Carrie Wilkens. Dr. Wilkens was appointed to our Board of Directors in October 2023. Dr. Wilkens is a psychologist with over 25 years of experience in the practice and dissemination of evidence-based treatments for substance use and Post-Traumatic Stress. She is the Co-Founder and Clinical Director of the Center for Motivation and Change ("CMC"), a large private group practice of clinicians serving all ages in New York City, Long Island, NY, Washington, D.C., and San Diego, CA, and CMC: Berkshires, a private residential program for adults. Dr. Wilkens is the co-author of the award-winning book, Beyond Addiction: How Science and Kindness Help People Change - a practical guide for families dealing with substance problems in a loved one, and The Beyond Addiction Workbook for Family and Friends: Evidence-Based Skills to Help a Loved-One Make Positive Change. She is also Co-President and CEO of the CMC: Foundation for Change, a non-profit with the mission of improving the dissemination of evidence-based ideas and strategies to professionals and loved ones of individuals struggling with substance use. Prior to CMC, Dr. Wilkens was a Project Director on a large federally funded Substance Abuse and Mental Health Services Administration grant in addition to working as an executive consultant with WJM Associates. She is regularly sought out by the media to discuss issues related to substance use disorders and has been on the CBS Morning Show, Fox News, the Katie Couric Show, frequent NPR segments, and a guest on over 30 podcasts, including “Ten Percent Happier” with Dan Harris. She also appeared in the HBO documentary “Risky Drinking.” Dr. Wilkens is a member of the Association for Behavioral and Cognitive Therapies and the American Association of Addiction Psychiatry.
Dr. Wilkens experience in managing several successful enterprises and her deep understanding of behaviors and inter-personal dynamics, led the Board of Directors to conclude that Dr. Wilkens should serve as our director.
Kenneth J. Bacon. Mr. Bacon has served as one of our directors since April 2020. Mr. Bacon is co-founder and managing partner of RailField Partners, an entrepreneurially run financial advisory and asset management firm focused on the multifamily sector which was started in 2013. Prior to forming RailField, he spent 19 years at Fannie Mae as the Executive Vice President of Multifamily Mortgage Business, where he was responsible for the management and marketing of Fannie Mae’s portfolio of multifamily loans and investments and had roles serving single-family housing and directing investments in community development. During his tenure, he grew the firm’s portfolio from $56 billion to more than $195 billion, consisting primarily of multifamily mortgages and over $6 billion of conventional equity, tax credits, and mezzanine debt. He also managed the American Communities Fund at Fannie Mae, which was established to provide loans and equity to for-sale and rental housing developments to increase the supply of affordable housing and to revitalize communities. Before joining Fannie Mae, he was Director of the Office of Securitization for the Resolution Trust Corporation and held officer positions at Morgan Stanley and Kidder Peabody.
Mr. Bacon serves as Chairman of the Board at Welltower, Inc., Nominating and Governance Chair at Comcast Corporation, and Risk Committee Chair at Ally Financial, Inc. Additionally, he serves on the Board of Directors for Dominium, one of the nation’s largest privately-owned affordable housing development and management companies.
Mr. Bacon is active in several nonprofit and trade groups, including The Real Estate Roundtable, the Board of the Real Estate Executive Council, and the National Multifamily Housing Council. He also serves as board chair of Martha’s Table, a community nonprofit based in Washington, D.C., and board member at the Urban Institute, a leading Washington, D.C. think tank. He is currently an adjunct professor at the McDonough School of Business — Steers Center for Global Real Estate at Georgetown University.
Mr. Bacon’s significant experience in the financial and housing industries, government affairs and the non-profit, educational and philanthropic communities led the Board of Directors to conclude that he should serve as our director.
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William C. Green. Mr. Green has served as one of our directors since February 2012. Mr. Green currently serves as the principal of Ginkgo Residential and its affiliates, which is focused on providing acquisition, construction management, accounting and asset management services to multifamily properties. Additionally, Mr. Green is the Co-CEO of Ginkgo REIT, Inc., a non-traded real estate investment trust. Prior to that, Mr. Green held senior level positions within Starwood Capital, Wachovia Securities and Banc of America Securities where he focused exclusively on commercial real estate capital markets and commercial real estate asset management activities. Mr. Green is also a director for Ginkgo REIT, Inc. and is a director of Royal Oak Realty Trust. In March 2013, Mr. Green was appointed to serve as Lead Director. See “Corporate Governance Profile — Role of the Lead Director” for further information.
Mr. Green’s leadership experience at several organizations provides him with insight and expertise on the real estate, banking and financial services industries in general, which led the Board of Directors to conclude that he should serve as our director and as the Lead Director and Chair of the Compensation Committee.
Elliot Schwartz. Mr. Schwartz has served as one of our directors since June 2018. Mr. Schwartz is the co-founder, CEO and General Counsel of Debt Recovery Solutions, LLC, a national accounts receivable management agency. Founded in 2002, the organization purchases and manages distressed consumer receivables in the financial, education, telecommunication and medical sectors. Mr. Schwartz manages all aspects of the company’s operation as well as its compliance with city, state and federal rules and regulations that govern the industry. Prior to founding Debt Recovery Solutions, LLC, Mr. Schwartz served as Senior Vice President, General Counsel and Principal at Coldata, Inc., for more than a decade. The debt management company provided accounts receivable management services to various financial institutions as well as City, State and Federal governmental agencies throughout the United States. After Coldata was sold in 1999, Mr. Schwartz continued his responsibilities under the acquisition until 2002. Mr. Schwartz is a member of the Nassau County Bar Association, New York State Bar Association, Receivables Management Association and the American Collectors Association.
As the co-founder and CEO of an organization with a focus in distressed assets in various markets, and his experience in debt management recovery services, which has led the Board of Directors to conclude that Mr. Schwartz should serve as our director and as Chair of the Corporate Governance Committee.
Independent Director Skills Matrix
To effectively execute our business strategy, the Company is committed to having a Board that consists of directors who bring the optimal mix of skills, expertise and backgrounds to promote effective oversight. The Board seeks a balanced mix of both new and experienced directors and believes this balance is achieved with its current directors. To ensure that the members of the Board have an appropriate mix of skills and experiences, the Board evaluates the following skill matrix.
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Corporate Governance Profile
We are committed to good corporate governance practices and, as such, we have adopted formal corporate governance guidelines to enhance our effectiveness. The guidelines address, among other things, Board member qualifications, responsibilities, education and management succession. A copy of our corporate governance guidelines may be found on our website at www.arbor.com under the heading “Investor Relations — Corporate Governance.”
The Board of Directors met on eleven occasions and acted by unanimous written consent on seven occasions during 2024. No incumbent director attended fewer than 75 percent of all meetings of our Board of Directors and the committees on which such director served during 2024.
Senior Officer Code of Ethics and Code of Business Conduct and Ethics
We have a code of ethics for chief executive and senior financial officers that is applicable to our CEO, CFO, Chief Accounting Officer, Chief Credit Officer and Controller. This senior officer code also applies to persons performing similar functions to the aforementioned officers. We also have a code of business conduct and ethics applicable to all employees,
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officers and directors. Both codes are available on our website at www.arbor.com under the heading “Investor Relations — Corporate Governance.” You may also obtain these documents, as well as our corporate governance guidelines, in print free of charge by writing to us at Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553, Attention: Investor Relations. Amendments to, and waivers from, the senior officer code of ethics and the code of business conduct and ethics will be disclosed at the same website address and heading as provided above. We have filed our 2024 Domestic Company Section 303A CEO Certification with the NYSE without any qualifications. Our Sarbanes-Oxley Section 302 Certification was filed as an exhibit to our 2024 Annual Report.
Combined Principal Executive Officer and Board Chair Positions
Mr. Kaufman serves as both our CEO and Chairman of the Board of Directors, which the Board has determined is the most appropriate governance structure for us. Mr. Kaufman has served in this capacity since Arbor’s formation in 2003. With over 35 years of experience in the real estate finance industry, Mr. Kaufman has a breadth of unique and specialized knowledge about our business operations. Mr. Kaufman solicits input from our Board of Directors regarding the Board agenda and processes. To facilitate coordination with the independent directors and the exercise of independent judgment by the Board of Directors, our non-management directors, each of whom are independent directors under the NYSE’s Corporate Governance Standards, meet regularly in executive session without any members of management present. The Lead Director, as further discussed below, chairs the executive sessions of our non-management directors, facilitates communication between the independent directors and the Chairman of the Board, ensures appropriate information is sent to the Board and works with the Chairman to identify agenda and other discussion items for the Board.
Role of the Lead Director
William C. Green currently holds the position of Lead Director of the Board of Directors. The Lead Director is responsible for: (1) serving as a liaison between the Chairman and other members of the Board; (2) presiding at, and preparing the agenda for, all executive sessions of the independent, non-management directors; (3) working with the Chairman and members of management to schedule Board meetings and prepare agendas; (4) working with the Chairman and members of management to assure the adequacy and timing of information provided to the Board; (5) retaining outside advisors to the Board, if necessary or desirable; and (6) performing such other duties as may be requested by the Chairman or the Board.
Role of the Board of Directors in the Oversight of Risk Management
The Audit Committee takes the lead for the Board in oversight of our risk management activities. At least quarterly, the Audit Committee receives a review of our investment portfolio and quarterly results from our CFO and an internal audit report and a Sarbanes-Oxley compliance report from our internal auditor, DLA, LLC. The review of our investment portfolio and quarterly results covers a wide range of topics and potential issues that could impact us, including matters such as investment performance, investment risks, counterparty risks of asset management activities and balance sheet, results of operations, key financial metrics and operational and integration risks. The internal audit plan is approved by the Audit Committee and regular reports on the progress and results of the internal audit program are provided to the Audit Committee. Our independent registered public accounting firm, Ernst & Young, provides the audit report. Aspects of these reports are presented to the full Board at least quarterly by either the Chairman of the Audit Committee or the member of management responsible for the given subject area. In addition, the entire Board of Directors receives reports from our General Counsel with respect to any legal or regulatory matters that could materially affect us. To more effectively prevent, detect and respond to information security threats, we maintain a robust cybersecurity program, which is supervised by the Chief Technology Officer, whose team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, and processes. The Information Technology team is supported by the Cyber Incident Response Team (“IRT”), which is comprised of members of our Information Technology and Legal teams. The Audit Committee receives biannual reports from the IRT, as presented by the Chief Technology Officer and General Counsel, on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen our information security systems, assessments of our security program and the emerging threat landscape. The Audit Committee regularly reports on these matters to the Board of Directors. The Compensation Committee takes the lead for the Board in oversight of risk relating to compensation matters.
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The Compensation Committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary risk taking and has concluded that it does not.
Role of the Board of Directors in the Oversight of Environmental, Social and Governance (“ESG”) Matters
Arbor continually examines and refines its governance structure with respect to sustainability. These efforts include revisiting the commitment made across the organization and determining the most appropriate systems and procedures to ensure proper oversight by senior management and the Board. Our governing Statement of ESG Principles can be found on our website at www.arbor.com under the heading “About-Our Responsibility.” Our Board will continue to engage with senior management on short- and long-term strategies as they relate to ESG matters. However, the primary responsibility of reviewing Arbor’s ESG plans and management’s performance in delivering on those plans, resides with the Corporate Governance Committee. This decision was made given the scope of the Corporate Governance Committee’s responsibilities and the fact that several directors who have experience in ESG matters, including managing these issues in senior leadership or advising roles in the financial services sector, sit on this committee. The Board continually monitors our initiative to integrate ESG into our business operations, as well as investment processes and strategies, paying particular attention to expectations in the market and newly emerging regulatory requirements.
The Chairman of the Corporate Governance Committee, after presentations to the committee by senior management and the chair of the ESG Taskforce, makes regular reports to the Board. Arbor’s ESG Taskforce was created in 2021, and expanded in 2023, with the inclusion of appointed ambassadors in each of Arbor's primary office locations, each of whom are responsible for increasing awareness of and participation in initiatives, projects and reporting obligations. The Corporate Governance Committee continues to be directly responsible for overseeing Arbor’s ESG policy and strategy, including those initiatives spearheaded by the ESG Taskforce, as reflected in its charter.
As the focus on sustainability, as an appropriate corporate objective, remains a priority for the investing public, Arbor has continued to assess current processes for measuring, disclosing, and reporting ESG metrics. As previously disclosed, we have continued to abide by our commitment to reducing our impact on the environment, fostering social responsibilities, and maintaining openness and transparency with respect to our ESG initiatives, through our Statement of ESG Principles and the work of our ESG Taskforce. While our ESG Principles may change from time to time to address a changing environment, Arbor’s culture will continuously support our ESG framework.
We continue to affirm our commitment to a cleaner energy infrastructure by investing in the use and occupancy of office space, other facilities and equipment that support sustainability, carbon reduction, and energy management, as well as maintaining our active and significant participation in the green and affordable lending arenas.
This promise to support our surrounding community, and world at large, has also translated to a renewed commitment to certain initiatives and an exploration of new opportunities, largely related to the ESG principles found in our Statement of ESG Principles. Our recent ESG initiatives include: (1) the launch of a domestic and international tree planting program, aimed at supporting two highly successful reforestation efforts, on behalf of Arbor’s customers; (2) a continuation of our partnership with Project Destined, a real-estate finance focused internship program, providing underserved youth with the ability to gain and fine-tune technical, financial and leadership skills and giving us the opportunity to source talent with a broad range of experience; (3) continued participation with Future Housing Leaders, which is a Fannie Mae-led recruiting service that helps companies create a more diverse workforce through intentional sourcing and recruiting; (4) the establishment of relationships with reputable and impactful organizations serving the communities in which our employees work and live; and (5) periodic review and revamping of Arbor’s corporate and Board-directed governance to more clearly reflect its commitment to ESG. For more detailed information of our ESG initiatives, see our ESG Report on our website at www.arbor.com.
We are certain that these initiatives, among others we may develop from time to time, will make Arbor a better place to work, and a more impactful participant in the ever-evolving global markets.
Director Independence
Of our ten directors, eight of our directors have been determined by our Board of Directors to be independent for purposes of the NYSE’s Corporate Governance Standards. Our independent directors are currently Dr. Wilkens, Ms. Effron and Messrs. Green, Lazar, Farrell, Schwartz, Bacon and Tsunis. In determining director independence, the Board of Directors reviewed, among other things, whether any transactions or relationships currently exist, or have existed in the past, between each director and the Company and our subsidiaries, our management, affiliates and equity investors or independent registered public accounting firm. In particular, the Board reviewed current or recent business transactions or relationships or other personal relationships between each director and the Company, including such director’s immediate family and companies owned or controlled by the director or with which the director was affiliated. The purpose of this review is to determine whether any such transactions or relationships failed to meet any of the objective tests promulgated by the NYSE for determining independence or were otherwise sufficiently material as to be inconsistent with a
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determination that the director is independent. The Board also examined whether there were any such transactions or relationships between each director and members of our senior management or our affiliates.
In reviewing the independence of Mr. Green, the Corporate Governance Committee and the Board considered that in 2017, Ginkgo Investment Company, LLC ("Ginkgo"), of which Mr. Green is a 33% managing member, purchased a multifamily apartment complex, which assumed a Fannie Mae loan that we service. Ginkgo subsequently sold the majority of its interest in this property and currently owns a 3.6% interest. Upon the purchase by Ginkgo, we received a 1% loan assumption fee which was governed by existing loan agreements that were in place when the loan was originated in 2015, prior to such purchase. Subsequent to the closing, in 2018, the Ginkgo sponsored entity obtained a supplemental loan from Fannie Mae on the same apartment complex, a loan which we also service. The majority of the proceeds were used for additional capital investment into the apartment complex and for a reimbursement of some of the capital invested by the Ginkgo sponsored entity. In July 2023, the Fannie Mae loan was paid off in full. After reviewing these and other relevant facts, the Corporate Governance Committee and the Board of Directors determined that the investment had no impact on Mr. Green's independence.
In reviewing the independence of Ms. Effron, the Corporate Governance Committee and the Board reviewed an investment of $250,000 made by ACM in a business of which Ms. Effron’s son is a principal and in which Ms. Effron also had an investment. The Corporate Governance Committee reviewed the percentage of ACM’s interest in the company and acknowledged that neither ACM nor Ms. Effron had any management role in, or control over the company in question. After reviewing all relevant facts with respect to ACM’s investment, the Corporate Governance Committee and the Board concluded that the investment had no impact on Ms. Effron’s independence.
In reviewing the independence of Dr. Wilkens, the Corporate Governance Committee and the Board reviewed an investment of $100,000 made by a trust established by Mr. Kaufman for the benefit of his children in two affiliated businesses in which Dr. Wilkens is a principal. The Corporate Governance Committee and the Board both took into account the relative modest level of investment by the trust, which represents a small percentage of both the trust’s assets and the assets of business in which the trust invested, the fact that the trust had no significant control over the businesses and the fact that Mr. Kaufman had no investment in the businesses. After reviewing these and other relevant facts, the Corporate Governance Committee and the Board determined that the investment had no impact on Dr. Wilkens’ independence.
In reviewing the independence of Mr. Tsunis, the Board considered his investment of $50,000 with an affiliated entity of ACM, which was formed to invest in commercial real estate on a property-by-property basis with a pool of qualified investors.
As a result of its review, the Board affirmatively determined that Dr. Wilkens, Ms. Effron and Messrs. Green, Lazar, Farrell, Schwartz, Bacon and Tsunis were independent under the NYSE listing standards.
Board Committees
During 2024, our Board had four standing committees, the principal functions of which are briefly described below. Matters put to a vote at any one of our four committees must be approved by a majority of the directors on the committee who are present at a meeting at which there is a quorum or by unanimous written consent of all the directors on that committee. Our Board of Directors may from time to time establish certain other committees to facilitate the management of the Company.
Audit Committee
Our Board of Directors has established an Audit Committee, which is currently composed of five of our independent directors, Ms. Effron and Messrs. Lazar, Green, Farrell and Bacon. Each of these directors satisfy the independent requirements of the NYSE and the SEC. During 2024, the Audit Committee met on four occasions and acted by unanimous written consent once. The Audit Committee selects and appoints our independent registered public accounting firm and assists the Board in overseeing: (1) the integrity of our financial statements; (2) our independent registered public accounting firm’s qualifications and independence; (3) the performance of our independent registered public accounting firm and our internal audit function; (4) cybersecurity; and (5) our compliance with legal and regulatory requirements.
Mr. Lazar currently serves as Chairman of the Audit Committee. The Board has determined that Mr. Lazar qualifies as an “Audit Committee financial expert” as defined by the rules of the SEC and that each member of the Audit Committee is “financially literate.” The Audit Committee is governed by a charter that has been adopted by the Board of Directors.
Compensation Committee
Our Board of Directors has established a Compensation Committee, which is currently composed of six of our independent directors, Dr. Wilkens and Messrs. Farrell, Green, Lazar, Schwartz and Tsunis. Mr. Tsunis was added to the
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Compensation Committee upon his re-appointment as a director on March 6, 2025. Each of these directors satisfy the independence requirements of the NYSE and qualify as "non-employee directors" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). During 2024, the Compensation Committee met on two occasions and acted by unanimous written consent on three occasions. Mr. Green currently serves as the Chairman of the Compensation Committee.
The principal functions of the Compensation Committee are to: (1) evaluate the performance of our executive officers (as described further in “Executive Compensation”); (2) review the compensation payable to our executive officers and non-employee directors; (3) review and discuss with management the compensation discussion and analysis disclosure included in this proxy statement; (4) administer our Stock Incentive Plan and the issuance thereunder of any awards to our employees; and (5) monitor compliance by our senior management with our Stock Ownership Guidelines. The Compensation Committee is governed by a charter that has been adopted by the Board of Directors. The charter allows the Compensation Committee to delegate its authority to subcommittees, as appropriate. In addition, the Board has delegated to our CEO limited authority to grant awards of common stock in connection with (1) the hiring of new employees in an amount up to the lesser of (i) $250,000 or (ii) 25% of the employee’s base salary and (2) the retention of key employees up to a maximum annual aggregate amount of $2 million.
Corporate Governance Committee
Our Board of Directors has established a Corporate Governance Committee, which is currently composed of five of our independent directors, Dr. Wilkens, Ms. Effron and Messrs. Bacon, Schwartz and Tsunis. Mr. Tsunis was added to the Corporate Governance Committee upon his re-appointment as a director on March 6, 2025. Each of these directors satisfy the independence requirements of the NYSE. During 2024, the Corporate Governance Committee met three times and acted by unanimous written consent once. Mr. Schwartz currently serves as the Chairman of the Corporate Governance Committee.
The Corporate Governance Committee is responsible for seeking, considering and recommending to the Board qualified candidates for election as directors and recommending a slate of nominees for election as directors at each annual meeting of stockholders. The Corporate Governance Committee is also responsible for: (1) preparing and submitting to the Board for adoption the committee’s selection criteria for director nominees; (2) reviewing and making recommendations on matters involving general operation of the Board and our corporate governance; (3) annually recommending to the Board nominees for each committee of the Board; and (4) overseeing Arbor’s ESG policy and strategy.
The committee annually facilitates the assessment of the Board of Directors’ performance as a whole and of the individual directors and reports thereon to the Board. The Corporate Governance Committee is governed by a charter that has been adopted by the Board of Directors.
Copies of the charters of the Audit Committee, the Compensation Committee and the Corporate Governance Committee are available on our website, www.arbor.com, under the heading “Investor Relations — Corporate Governance.” You may also obtain these documents in print free of charge by writing the Company at Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553, Attention: Investor Relations.
Special Financing Committee
Our Board of Directors has established a Special Financing Committee, which is currently composed of our Chairman, CEO and President, our Lead Director and the Chairman of the Audit Committee. During 2024, the Special Financing Committee acted by unanimous written consent on sixteen occasions.
The Special Financing Committee is authorized to approve our guaranties of the following with respect to credit facilities to which our direct and indirect subsidiaries are a party: (i) a credit facility in an original principal amount of $350 million or less, with an initial maturity date of three years or less or if the facility finances only one underlying mortgage loan, for the term of the underlying mortgage loan; or (ii) an amendment to an existing credit facility relating to (1) an increase to the principal amount of the credit facility by an amount not to exceed $350 million and for a period not to exceed three years; (2) any extension of the maturity dates or borrowing expiration dates for a period not to exceed three years at a time or if the facility finances only one underlying mortgage loan, for the term of the underlying mortgage loan; and (3) any other amendments, provided that any such amendment does not result in (x) an increase in the principal amount of the obligations under a credit facility by an amount and/or for a term exceeding that permitted by clause (1) above or (y) an extension of a maturity date or borrowing expiration date for a period exceeding that permitted by clause (2) above.
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Non-Management Directors
As required by the NYSE’s Corporate Governance Standards, our non-management directors, each of whom is an independent director under the NYSE’s Corporate Governance Standards, meet regularly in executive session without any members of management present. The Lead Director chairs these sessions.
Stockholder and Interested Party Communications with Directors
The Board of Directors has established a process to receive communications from stockholders and other interested parties. Interested parties and stockholders may contact any or all members of the Board, including non-management directors, by mail. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent in care of the Corporate Secretary at Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553.
All communications received as set forth in the preceding paragraph will be opened by the office of our Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the office of the Corporate Secretary will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the correspondence is addressed.
Director Nomination Procedures
The Corporate Governance Committee generally believes that, at a minimum, candidates for membership on the Board of Directors should demonstrate an ability to make a meaningful contribution to the Board’s oversight of our business and affairs and have a record and reputation for honesty and ethical conduct. The Corporate Governance Committee recommends director nominees to the Board based on, among other things, its evaluation of a candidate’s experience, knowledge, skills, expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment and a willingness to devote adequate time and effort to Board responsibilities. In making its recommendations to the Board of Directors, the Corporate Governance Committee also seeks to have the Board nominate candidates who have various backgrounds and areas of expertise so that each member can offer a unique and valuable perspective.
The Corporate Governance Committee may identify potential nominees by asking current directors and executive officers to notify the committee if they become aware of persons who meet the criteria described above, especially business and civic leaders in the communities in which we operate. It may also engage firms, at our expense, that specialize in identifying director candidates. As described below, the Corporate Governance Committee will also consider candidates recommended by stockholders.
Once a person has been identified by the Corporate Governance Committee as a potential candidate, the committee will collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Corporate Governance Committee determines that the candidate warrants further consideration, the Chairman or another member of the committee will contact the person. If the person expresses a willingness to be considered and to serve on the Board of Directors, the Corporate Governance Committee will request information from the candidate, review the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conduct one or more interviews with the candidate. In certain instances, members of the Corporate Governance Committee may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s qualifications.
In addition to director nominations and other proposed business submitted by stockholders in accordance with our bylaws, as summarized below under “Stockholder Proposals for 2026,” the Corporate Governance Committee will consider written recommendations from stockholders of potential director candidates. Such recommendations should be submitted to the Corporate Governance Committee in care of the Corporate Secretary at Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553. Director recommendations submitted by stockholders should include the following:
•the name, age, business address and residence address of the individual(s) recommended for nomination;
•the class, series and number of any shares of our stock that are beneficially owned by the individual(s) recommended for nomination;
•the date such shares of our stock were acquired by the individual(s) recommended for nomination and the investment intent of such acquisition; and
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•all other information relating to such candidate that would be required to be disclosed pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.
Stockholder recommendations of director candidates must be delivered to the Corporate Secretary not earlier than the 150th day and not later than 5:00 p.m., ET, on the 120th day prior to the first anniversary of the date our proxy statement was released to stockholders for the preceding year’s annual meeting of stockholders.
The Corporate Governance Committee does not employ a specific policy, practice or formula for evaluating candidates to the Board recommended by stockholders and expects to use a similar process to evaluate candidates to the Board of Directors recommended by stockholders as the one it uses to evaluate candidates otherwise identified by the committee.
Director Attendance at Annual Meeting
We do not currently maintain a policy requiring our directors to attend the annual meeting; however, attendance by our directors is encouraged. Four of our directors attended the 2024 annual meeting of stockholders, all of whom attended virtually.
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AUDIT COMMITTEE REPORT
The following report of the Audit Committee of the Board of Directors of Arbor Realty Trust, Inc., a Maryland corporation (the “Company”), does not constitute soliciting material and should not be considered filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this report by reference therein.
The Audit Committee operates under a written charter adopted by the Board of Directors. The Board of Directors has determined that all members of the Audit Committee meet the independence standards established by the New York Stock Exchange.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for performing an audit of the Company’s consolidated financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and issuing a report thereon. The Audit Committee reviews and oversees these processes, including oversight of: (1) the integrity of the Company’s financial statements; (2) the Company’s independent registered public accounting firm’s qualifications and independence; (3) the performance of the Company’s independent registered public accounting firm and the Company’s internal audit function; and (4) the Company’s compliance with legal and regulatory requirements.
In discharging its oversight role, the Audit Committee reviewed and discussed the audited financial statements contained in the Company’s 2024 Annual Report with the Company’s management and independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with GAAP.
The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also discussed with the independent registered public accounting firm their independence from the Company and has received written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence.
The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s 2024 Annual Report for filing with the Securities and Exchange Commission.

| Audit Committee: Melvin F. Lazar (Chairman) Kenneth J. Bacon Caryn Effron Edward Farrell William C. Green
April 17, 2025 |

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EXECUTIVE OFFICERS
Our executive officers are elected annually by our Board of Directors and serve for a term of one year and until their respective successors are elected and qualify. Set forth below is information regarding our executive officers, as of the date of this proxy statement, unless otherwise indicated:

Name |  | Age |  | Position
Ivan Kaufman(*) |  | 64 |  | Chairman of the Board of Directors, Chief Executive Officer and President
John Caulfield |  | 60 |  | Chief Operating Officer — Agency Lending
Paul Elenio |  | 57 |  | Chief Financial Officer
Fred Weber |  | 64 |  | Executive Vice President — Structured Finance and Principal Transactions
Gene Kilgore |  | 58 |  | Executive Vice President — Structured Securitization
Maysa Vahidi |  | 49 |  | Executive Vice President, General Counsel
John Natalone |  | 59 |  | Executive Vice President — Treasury and Servicing
Danny van der Reis |  | 57 |  | Executive Vice President — Servicing and Asset Management
Gianni Ottaviano |  | 53 |  | Executive Vice President — Structured Finance Production
Steven Katz |  | 54 |  | Executive Vice President and Chief Investment Officer — Residential Financing
David E. Friedman |  | 44 |  | Executive Vice President, Chief Credit Officer and Head of Non-Agency Production & Syndications
Andrew Guziewicz |  | 65 |  | Managing Director and Chief Credit Officer — Structured Finance
Thomas Ridings |  | 57 |  | Managing Director and Chief Accounting Officer

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(*)Biographical information is provided above under “Board of Directors — Continuing Directors.”
John Caulfield. Mr. Caulfield has served as our Chief Operating Officer — Agency Lending since 1995 and is responsible for managing the overall production of Arbor’s national sales force and overseeing the implementation of our integrated sales and marketing efforts. He has extensive experience in the mortgage finance industry and a tenure of more than 35 years with Arbor and its predecessor companies. He is responsible for all capital market activities relating to Arbor’s agency lending products. In addition, he oversees the management of agency related trading and investment banking partnerships and is a member of our DUS Loan Committee and Executive Committee.
Paul Elenio. Mr. Elenio has served as our CFO since 2005. Mr. Elenio joined Arbor National Holdings, Inc., the predecessor company of ACM, in 1991. In 1995, he was promoted to Vice President, Controller; in 2002 he assumed the position of Vice President of Finance; and in 2004 he was further promoted to Senior Vice President, Finance. Mr. Elenio is responsible for overseeing all aspects of our financial operations. This includes financial reporting, tax planning, budgeting, and the appropriate utilization of our capital. He is also in charge of investor relations. Prior to joining Arbor, Mr. Elenio was employed with Ernst & Young in the auditing department.
Fred Weber. Mr. Weber has served as our Executive Vice President — Structured Finance since 2003. Mr. Weber was employed by ACM from 1999 to 2003. At ACM, Mr. Weber oversaw ACM’s structured finance and principal transaction group, where he was responsible for origination, underwriting and closing coordination of debt and equity financing for various asset types and classes of commercial real estate nationwide. He has been involved in the mortgage banking industry for more than 30 years and has extensive real estate finance and acquisition experience. Mr. Weber is a member of the real estate finance committee of the Real Estate Board of New York. From 1997 to 1999, Mr. Weber was a partner and co-head of the real estate department with Kronish Lieb Weiner & Hellman LLP. Previously, Mr. Weber was a partner with the law firm of Weil, Gotshal & Manges LLP.
Gene Kilgore. Mr. Kilgore has served as our Executive Vice President — Structured Securitization since 2004. From 2001 to 2004, Mr. Kilgore was a portfolio manager for ZAIS Group, LLC, a structured finance investment advisor. From 2000 to 2001, Mr. Kilgore was director of risk finance at Barclays Capital. From 1996 to 2000, Mr. Kilgore worked at Standard & Poor’s Ratings Service, where he was a director in the collateralized debt obligations group. He has also served as Vice President of Corporate Lending and Commercial Real Estate at Wachovia Bank.
Maysa Vahidi. Ms. Vahidi joined Arbor in 2022 with over two decades of experience practicing law in the commercial real estate industry. As Executive Vice President, General Counsel, she is responsible for all of Arbor’s legal activities, including providing appropriate legal support on corporate matters, M&A and related transactions, capital markets, treasury functions, human resources, marketing, information technology, litigation and all other regulatory issues. Prior to joining Arbor, Ms. Vahidi served as Associate General Counsel and Chief Compliance Officer for Rockwood Capital, where she
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provided legal support for acquisitions, dispositions, joint ventures, financings, as well as fundraising, investor relations and corporate governance matters. Other past work experience includes practicing law at both King & Spalding, LLP, as well as Cahill Gordon & Reindel, representing financial institutions in real estate capital markets. Additionally, Ms. Vahidi is involved in a number of social and civic organizations in New York City and is active in children’s causes including affiliation with The New York Foundling. She is also a member of the She Builds Committee.
John Natalone. Mr. Natalone has served as our Executive Vice President — Treasury and Servicing since 1995 and is responsible for managing all of our financing and bank relationships and Arbor’s Asset and Credit Risk Management functions. In addition, he also oversees Arbor’s Treasury and Servicing operations and is a member of Arbor’s loan committee. Mr. Natalone joined Arbor National Holdings, Inc., the predecessor company of ACM, and held the title of Senior Director, Office of the President from 1991 to 1995, where he assisted the President in running various business units. Prior to joining Arbor, Mr. Natalone held positions at GE Mortgage and Ernst & Young.
Danny van der Reis. Mr. van der Reis joined Arbor in 2019. As Executive Vice President — Servicing and Asset Management, he is responsible for managing the servicing and asset management departments, loan restructurings and loan workouts. He also takes the lead in strategically developing and expanding our servicing and asset management functions. With more than 20 years of commercial real estate finance, loan restructuring and loan workout experience, Mr. van der Reis has an extensive background in special servicing. Prior to coming to Arbor, he worked for one of the premier special servicers in the commercial mortgage backed securities ("CMBS") industry for over two decades where he gained invaluable experience working out and restructuring complex CMBS loans. Mr. van der Reis was also responsible for the processing and resolution of all performing loan consent matters, including the management of credit, underwriting and structuring of sale and assumption transactions.
Gianni Ottaviano. Mr. Ottaviano is responsible for managing the complete flow of structured loan production at Arbor, including comprehensive deal management, screening and oversight of team members. He also oversees and manages the flow of multifamily structured transactions that are sourced by Arbor’s national sales team. During Mr. Ottaviano’s tenure with Arbor, he has taken on a variety of increasingly vital roles within the group, including loan production, transaction screening, underwriting, deal management, relationship management, closing and asset management. Mr. Ottaviano began his real estate industry career with Arbor in 1999 after working for five years in the accounting group at Ford Models.
Steven Katz. Mr. Katz is responsible for growing Arbor’s presence in the residential real estate market, including the firm’s Single-Family Rental Portfolio platform. Mr. Katz has more than two decades of experience in mortgage trading, securitization, banking and servicing. Prior to joining Arbor, Mr. Katz served as a Managing Director for Morgan Stanley, where he was responsible for leading the residential loan trading and lending groups. In his previous role, he served as CEO and Chief Investment Officer for Seneca Mortgage, a brand of privately held entities focused on residential mortgage servicing and investments. Mr. Katz previously worked in other capacities for Arbor, such as serving as Chief Investment Officer for Arbor Residential Mortgage.
David E. Friedman. David Friedman joined Arbor in 2022 as Executive Vice President responsible for leading Arbor’s loan-syndicated lending platform tasked with the development of our strategic partnerships for loan origination and establishing access to new sources of capital, as well as managing and growing existing relationships to fund Arbor’s business needs. In May 2024, David was given expanded responsibilities and named as Chief Credit Officer and Head of Non-Agency Production & Syndications. As Chief Credit Officer, David sets go-forward credit policy for all lines of business, excluding Agency, and has day-to-day responsibility, oversight, and decision-making authority over Arbor’s credit function and process for new originations on Structured Finance, Residential Financing (SFR and BTR), and Non-Agency Lending and Investments platforms. As Head of Non-Agency Production & Syndications, David has oversight and responsibility for: Arbor Private Label, Arbor Private Investment, Arbor Private Construction, mezzanine debt lending and preferred equity investments. In addition to those responsibilities, David continues to lead the firm’s direction in syndicated and capital markets and mortgage-related fund formation efforts. Bringing over two decades of experience in commercial real estate lending, origination, credit, and directing syndication efforts at institutional groups, David is adept at successfully establishing and managing multiple programs. Prior to Arbor, he held leadership roles at Greystone, TD Bank, Bank of America Merrill Lynch, and PNC Bank. David holds a Master of Science in Real Estate Finance & Investment from NYU Schack Institute of Real Estate, as well as a Bachelor of Science in Business Administration from Babson College.
Andrew Guziewicz. Mr. Guziewicz joined Arbor in 2008. As Managing Director and Chief Credit Officer — Structured Finance, he oversees the underwriting process for all structured finance transactions and is a voting member of Arbor’s credit and investment committee. Mr. Guziewicz has more than 30 years of commercial mortgage underwriting experience. Prior to joining Arbor, he was a Director for Merrill Lynch & Co., Inc., where he was responsible for managing the underwriting of loans from $50 million to over $5 billion, which were originated for securitization or private placement in
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capital markets. He has also held positions at Deutsche Bank Securities, Inc., Aetna Real Estate Investments and GE Capital.
Thomas Ridings. Mr. Ridings joined Arbor in 2013. As Managing Director and Chief Accounting Officer, Mr. Ridings is responsible for overseeing our accounting operations and financial reporting functions, including budgeting and internal audit. Prior to joining Arbor, he worked at W. P. Carey Inc., a publicly traded, diversified real estate investment trust and a leading global owner and manager of commercial real estate, from 2004 to 2013. At W. P. Carey he served in various positions including Executive Director, Chief Audit Executive, Chief Risk Officer and Chief Accounting Officer. From 2000 to 2004, he served in various accounting and financial reporting roles at Computer Associates, a publicly traded, global software company. Mr. Ridings also worked at Ernst & Young where he held various positions in their assurance services practice from 1990 to 2000. He is a Certified Public Accountant.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy and Principles
The Compensation Committee is aware that the real estate finance industry is highly competitive and that experienced professionals have significant career mobility. We compete for executive talent with a large number of real estate investment companies and specialty finance companies, some of which are privately owned and some of which are publicly traded and have significantly larger market capitalization than us. We are a specialized company in a highly competitive industry and our ability to attract, retain and appropriately reward our NEOs and other key employees is essential to maintaining our competitive position in the real estate finance industry. For 2024, our NEOs are Mr. Kaufman, our CEO, Mr. Elenio, our CFO, and Messrs. Kilgore, Katz and van der Reis, the three most highly compensated executive officers (other than our CEO and our CFO) who were serving as our executive officers as of the end of 2024.
The Compensation Committee’s goal is to maintain compensation programs that are competitive within our industry, reward executives if we achieve our operational, financial and strategic goals and build stockholder value. In determining the form and amount of compensation payable to the NEOs, the Compensation Committee is guided by the following objectives and principles:
•Compensation levels should be sufficiently competitive to attract, motivate and retain key executives. We aim to ensure our executive compensation program attracts, motivates and retains high performance talent and appropriately rewards them for the Company achieving and maintaining a competitive position in our industry. The Compensation Committee believes that total compensation should increase with position and responsibility.
•Compensation related directly to performance and incentive compensation should constitute a substantial portion of total compensation. We aim to promote a pay-for-performance culture, with a substantial portion of total compensation being “at risk.” Accordingly, a substantial portion of total compensation should be tied to and vary with our operational, financial and strategic performance, as well as individual performance. The Compensation Committee believes that executives with greater responsibility and thereby the ability to directly impact our strategic goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved.
•Long-term incentive compensation should align executives’ interests with the Company’s stockholders. Awards of equity-based compensation encourage executives to focus on our long-term growth and prospects and motivate executives to manage the Company from the perspective of owners with a meaningful stake in the Company, as well as to focus on long-term career orientation.
Except as described above, the Compensation Committee does not employ a specific policy, practice or formula regarding an allocation between cash and non-cash compensation with respect to compensation paid to our executives.
The Compensation Committee reviews, at least annually, the goals and objectives of our executive compensation plans, incentive compensation plans, equity-based plans and other compensation and employee benefit plans. The Compensation Committee believes that our compensation and benefits are competitive with our peers and provide appropriate incentives for strong performance. In addition, the Compensation Committee considered whether our executive compensation program encourages unnecessary risk taking and has concluded that it does not.
Compensation Setting Process
Management’s Role in the Compensation-Setting Process
The Compensation Committee believes our CEO, Mr. Kaufman, is in the best position to determine the responsibilities of our executive officers, including the other NEOs, and observe how well each executive performs their responsibilities. Mr. Kaufman provides recommendations to the Compensation Committee regarding base salary levels and the form and amount of the annual cash incentive awards and stock-based compensation paid to all of our executive officers. Mr. Kaufman’s recommendations are based on, among other things, his evaluation of each executive officer's performance, contribution toward achieving operational, financial and strategic goals, current and historical compensation elements and our financial performance. The Compensation Committee has the ability to accept, reject or modify any of these recommendations and is solely responsible for ultimately determining and approving all of our compensation arrangements for our executive officers. Additionally, Mr. Kaufman and our other officers provide compensation and other information to the Compensation Committee upon its request.
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Mr. Kaufman does not participate in any deliberations or approvals by the Compensation Committee with respect to his compensation.
See “Determining Compensation Levels” below for more information about the Compensation Committee’s process for determining the compensation of the NEOs.
Compensation Consultants
The Compensation Committee’s charter provides the committee with the sole authority to retain, terminate, obtain advice from, oversee and compensate any compensation consulting firm or other adviser as it deems appropriate. We have provided appropriate funding to the Compensation Committee to do so.
In 2024, the Compensation Committee engaged FPL Associates, its independent compensation consultant, to assist the committee in evaluating the Company's practices regarding non-employee director compensation. Following that evaluation, the Compensation Committee determined to make no changes to the amount or structure of non-employee director compensation, and we continued to apply the principles previously developed with FPL Associates in their evaluations performed in 2014 and 2021. FPL Associates has no other relationships with us and is considered an independent third-party advisor. The Compensation Committee conducted a specific review of its relationship with FPL Associates and determined that its work for the committee did not raise any conflicts of interest, consistent with the requirements promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), by the SEC and by the NYSE. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis.
Stock Ownership Guidelines
Our Board of Directors believes that stock ownership by our directors and certain executive officers is important to further align the interests of these individuals with those of our stockholders and expects these individuals to acquire significant ownership of equity in the Company. Our Board of Directors previously adopted minimum equity ownership guidelines for our directors requiring each director to maintain a minimum level of equity ownership equal to five times the level of total cash compensation received by such director in the prior calendar period. These mandatory ownership guidelines are intended to create a clear standard that encourages independent directors to remain invested in the performance of the Company. New directors have five years to reach the required level of equity ownership. If any director should fall below the required level of equity ownership, such director will have one year to come into compliance with the policy.
Upon further evaluation regarding the application of stock ownership guidelines, our Board of Directors determined that it was appropriate to adopt stock ownership guidelines for employees with a title of Executive Vice President and higher, plus other employees who, without regard to title, are a Section 16 reporting officer ("Section 16 Officer"), as defined in Rule 16a-1(f) under the Exchange Act (each such employee, a "Covered Officer"). On March 6, 2025, our Board adopted equity ownership guidelines requiring our NEOs to maintain a value of our stock equal to five times their base salary, with all other Covered Officers being required to maintain a value of our stock equal to two times their base salary. For purposes of the ownership guidelines, stock ownership includes any vested and/or unvested class of our equity securities, whether held directly or indirectly. Each individual subject to these guidelines has until December 31, 2027 to be in compliance with these guidelines. Should an individual fall out of compliance because of a promotion/salary increase, they will have three years to regain compliance, and if they fall out of compliance for any other reason, they will have two years to regain compliance. Compliance will be measured as of each December 31, with the value of stock owned measured at the higher of (1) the December 31 stock value or (2) the average of the quarter end stock values for the four quarters of the year.
Determining Compensation Levels
The Compensation Committee annually determines targeted total compensation levels, as well as the individual compensation components for the NEOs and all other executive officers. In making such determinations, the Compensation Committee reviews and considers: (1) recommendations of our CEO (for the other NEOs); (2) historical compensation levels for each NEO; (3) industry and market conditions and our future objectives and challenges; and (4) overall effectiveness of the executive compensation program. Except with respect to Mr. Kaufman and his Annual Incentive Agreement, the Compensation Committee does not utilize specific performance-based goals and does not engage in benchmarking compensation but reviews general industry trends as well as our overall performance in determining targeted total compensation levels.
The total compensation payable to Mr. Kaufman was in accordance with his 2024 Annual Incentive Agreement described below. Based upon discussions and recommendations of our CEO, and upon its review of the applicable factors
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described above, the Compensation Committee approved the base salary and incentive awards of each of the other NEOs with respect to their service in 2024. The Compensation Committee believes these approved forms and levels of compensation are reasonable, appropriate and in line with our compensation philosophy and principles.
Elements of Compensation
Total compensation for the NEOs is generally comprised of the following components:
•base salary;
•annual cash incentive awards;
•stock-based incentive awards; and
•retirement and other benefits.
Other than Mr. Kaufman’s Annual Incentive Agreements described below in “Annual Incentive Agreement,” our NEOs do not have employment, severance or change of control agreements, although their restricted stock award agreements provide for accelerated vesting upon a change of control as further described under “Stock-Based Incentive Awards — Stock Awards.” All the NEOs are employed at will, which enables us to terminate their employment at any time and for any reason. This is consistent with our performance-based employment and compensation philosophy.
Base Salary
Salaries provide executives with a base level of income and help achieve the objectives outlined above by attracting and retaining talented individuals with the skills and experience necessary to achieve our key business objectives. The Compensation Committee reviewed and approved, with respect to 2024, the base salaries of the NEO group. Generally, base salaries are not based upon specific measures of corporate performance, but are determined by: (1) tenure of service; (2) scope and complexity of the position, including current job responsibilities; (3) an evaluation of each officer’s individual performance and contribution to our operational, financial and strategic goals and objectives; and (4) with respect to the NEOs other than Mr. Kaufman, the recommendations of our CEO. Consistent with compensation practices commonly applied in the real estate finance industry, salaries generally consist of a lower percentage of an executive’s total compensation, with a substantial portion of total compensation coming from incentive compensation that is tied to our performance.
Please refer to the “Summary Compensation Table for 2024” below for a further description of the base salaries paid to our NEOs with respect to their services during 2024.
Annual Incentive Awards
We aim to promote a pay-for-performance culture, with a substantial portion of total compensation being “at risk.” The annual incentive award may be in the form of cash, stock-based awards or a combination thereof, at the discretion of the Compensation Committee. We do not have a specific policy, practice or formula regarding an allocation between the cash component and the stock-based component. These awards are designed to help achieve the objectives of the compensation program and may vary significantly from year to year. Except with respect to Mr. Kaufman’s Annual Incentive Agreement, in 2024, the Compensation Committee did not establish any specific performance-based goals that must be met in order to receive the annual incentive award.
The Compensation Committee believes that the structure and ultimate payout amounts of the incentive awards are appropriate to attract, retain and reward the NEOs, are competitive with those offered by our peers, provide a strong performance and retention incentive, support a pay-for-performance culture and increase each NEO’s vested interest in the Company.
The Compensation Committee determines the annual incentive awards of the NEOs in amounts relative to each individual’s contributions and responsibilities. Individuals with increased ability to directly impact our performance were allocated larger awards because they bear a greater proportion of the risk that compensation will decrease if we do not perform as expected. We paid the following cash incentive awards to the NEOs with respect to their performance in 2024:
Our independent directors approved the payment of a $6,049,937 cash bonus to Mr. Kaufman with respect to his work on our behalf during 2024, in accordance with the terms of the 2024 Agreement as described below in “2024 Annual Incentive Agreement.”
Mr. Elenio received an annual cash incentive award of $1,250,000 with respect to his work on our behalf.
Mr. Kilgore received an annual cash incentive award of $1,000,000 for managing our securitization platform.
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Mr. Katz received an annual cash incentive award of $1,465,000 for managing our single-family rental platform.
Mr. van der Reis received an annual cash incentive award of $1,200,000 for managing our servicing and asset management departments.
Stock-Based Incentive Awards
Since the Company’s formation in 2003, the Compensation Committee has granted our NEOs (as well as certain other employees of ours, employees of ACM who provided services to us and our non-management directors) stock awards, consisting of shares of our common stock that may, in the discretion of the Compensation Committee, either: (1) vest annually over a multi-year period, subject to the recipient’s continued service to us; or (2) vest immediately. The recipients of these awards realize value as the common stock underlying the awards vests, with the value increasing if our stock price increases after the date of grant. Additionally, all of the common stock underlying these restricted stock awards, whether or not vested, is entitled to cash dividends paid to our stockholders because we feel that this further aligns the interests of the holders with those of our stockholders generally.
The Compensation Committee believes that stock-based awards must be sufficient in size and value to achieve our goals of both providing a strong, long-term performance and retention incentive for NEOs and other executive officers and increasing their vested interest in the Company. In determining the equity component of an NEO’s and each other executive officer's compensation, the Compensation Committee considers all relevant factors, including the Company’s performance and relative stockholder return, the awards granted in past years and the relative value of the awards.
Stock-Based Awards for 2024 Performance. Consistent with its historical practice of granting annual stock-based awards to the NEOs with respect to their service and performance in the most recently completed calendar year, in 2025, the Compensation Committee granted our NEOs stock-based awards, consisting of restricted stock with a multi-year vesting schedule under our Stock Incentive Plan with respect to their service and performance in 2024. In March 2025, the Compensation Committee granted an aggregate of 602,016 shares of restricted stock to certain of our employees with respect to their 2024 performance. Included in such granted awards was an aggregate of 167,296 shares of restricted stock that were granted to the NEO group, excluding Mr. Kaufman. One third of the shares vested as of the date of grant and one third will vest on each of the first and second anniversaries of the date of grant (subject to continued employment). In addition, in March 2025, in connection with the 2024 Agreement with Mr. Kaufman (see below), the Compensation Committee granted Mr. Kaufman 170,674 shares of time-based vesting restricted stock (“time-based vesting stock”) which will vest in full in March 2028 and performance-vesting restricted stock units which will vest at the end of a four-year performance period based upon our achievement of total shareholder return objectives, and which entitle Mr. Kaufman to receive up to 682,699 shares of common stock. See “Retirement and Other Benefits” below.
Stock-based awards are generally granted to participants of the Stock Incentive Plan at the Board’s discretion, within the first two and a half months of the year. In certain circumstances, including the hiring or promotion of a participant, the Board may approve grants to be effective at other times. The Board did not take material nonpublic information into account when determining the timing and terms of stock-based awards in 2024, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Future Grants of Stock Options. The Compensation Committee has traditionally viewed restricted stock awards as more effective than stock options in achieving our compensation objectives. However, the Compensation Committee also considers stock options, in addition to restricted stock awards, as a viable tool to retain key employees. To the extent that the Compensation Committee decides to grant stock options in the future, it is anticipated that: (1) the exercise price for the stock options will be equivalent to the market price of the underlying common stock on the date of grant; (2) the stock options will vest over a multi-year period; and (3) the stock options will be exercisable for a maximum of ten years from the date of grant. Stock options align employee incentives with the interests of stockholders because they have value only if our stock price increases over time. The Compensation Committee believes that the ten-year term of the stock options will help focus employees on our long-term growth. Given that stock options vest over a multi-year period, stock options are intended to help retain key associates and keep employees focused on long-term performance. To date, no such options have been granted.
Retirement and Other Benefits
We maintain a 401(k) plan for our employees, including the NEOs, as a source of retirement savings by enabling participants to save on a pre-tax basis and by providing Company matching contributions. All the NEOs participated in the 401(k) plan in 2024.
During 2024, we did not maintain a defined benefit pension plan, however, we maintained an employee non-qualified deferred compensation plan which is offered to certain eligible employees (the “Employee Deferred Comp Plan”). The
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Employee Deferred Comp Plan can be modified or discontinued at any time and we modified the eligibility requirements in 2020 to allow participation to certain additional employees, including our NEOs. There were no contributions made or withdrawals received by Messrs. Kaufman, Elenio or Kilgore during 2024 under the Employee Deferred Comp Plan. In accordance with the terms of the plan and their prior elections, Messrs. Katz and van der Reis deferred income totaling $327,867 and $213,333, respectively, during 2024 and Mr. van der Reis withdrew $110,614 during 2024 under the Employee Deferred Comp Plan.
The NEOs are eligible to participate in our active employee flexible benefits plans, which are generally available to all employees. Under these plans, all employees are entitled to medical, dental, vision, life insurance and long-term disability coverage. Additionally, all employees are entitled to vacation, sick leave and other paid holidays. The Compensation Committee believes that our commitment to provide the employee benefits described above recognizes that the health and well-being of our employees contribute directly to a productive and successful work life that enhances results for the Company and its stockholders.
In 2024, we provided all NEOs with (1) $250,000 of life insurance coverage and (2) long-term disability coverage with a maximum annual benefit of $120,000. Messrs. Elenio, Katz and van der Reis were provided with an additional $250,000 of life insurance coverage as a result of their participation in the Employee Deferred Comp Plan.
For further information regarding the premiums paid on the NEOs’ insurance policy, refer to the “Summary Compensation Table for 2024” below.
Insider Trading Policy
We have an insider trading policy and procedures that govern the purchase, sale and other dispositions of our securities by our directors, officers and employees, as well as by the Company. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19 in our 2024 Annual Report.
Regulation FD Policy
We are committed to providing full, fair, accurate, timely and equal access to information that may affect the investment decisions of security holders and the public. The goal of the Regulation FD Policy is to promote compliance among the Board, management, employees, consultants and any other insiders, and to ensure that our disclosure practices remain consistent at all levels and in compliance with federal securities laws, including Regulation FD, which prohibits the selective disclosure of material nonpublic information. The Regulation FD Policy was adopted to ensure that all communications to shareholders and the investing public about the Company and our subsidiaries are: (1) complete, factual, accurate and timely; and (2) broadly disseminated in accordance with all applicable legal and regulatory requirements.
Clawback Policy
In accordance with the requirements of the NYSE listing standards, we maintain an executive officer clawback policy that empowers us to recover certain incentive compensation erroneously awarded to a Covered Officer in the event of an accounting restatement. Unless an exception applies, we will recover reasonably promptly from each Covered Officer the applicable incentive compensation received by such Covered Officer in the event that we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws as provided in the clawback policy.
Policy Prohibiting Derivatives, Pledging and Hedging
We maintain an insider trading policy that covers prohibited activity regarding trading in our stock by "covered employees" (as defined in the insider trading policy). Each of our NEOs are covered employees under the insider trading policy. The insider trading policy provides that covered persons may not: (1) trade in derivative securities relating to our stock; (2) pledge our securities as collateral for a loan, or otherwise hold such securities in margin accounts; or (3) hedge their holdings in our securities.
Advisory Vote to Approve NEO Compensation
Following the 2023 annual meeting of stockholders, the Board resolved to accept the stockholders’ recommendation to hold an advisory vote on the compensation of our NEOs on an annual basis. Please see “Proposal No. 3 — Advisory Vote on Named Executive Officer Compensation” below for more information. Since the 2024 annual meeting of stockholders, there have been no material changes in the structure of our compensation programs or pay for performance
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philosophy, except with respect to the new stock ownership guidelines for certain officers that have been put into place by the Board in March 2025, more fully described above.
The Board and the Compensation Committee continue to expect to take the results of this vote and future votes into consideration when making future compensation decisions with respect to the NEOs, but are not required to do so.
Deductibility of Executive Compensation
The Tax Cuts and Jobs Act of 2017 (“Tax Act”), enacted in 2017, substantially modified Section 162(m) of the Internal Revenue Code. Beginning in 2018, the Tax Act generally no longer allows a tax deduction for “performance-based” compensation paid to each “covered employee” (individual who served as the CEO and three other most highly compensated executive officers other than the CFO) over $1 million during any fiscal year. In addition, among the changes to Section 162(m) under the Tax Act, the “covered employees” were expanded to include the CFO, and once one of our NEOs is considered a covered employee, the NEO will remain a covered employee as long as he or she receive compensation from us.
The American Rescue Plan Act (“ARPA”), enacted in March 2021, further expanded the definition of “covered employees” under the Tax Act. Effective for tax years beginning after December 31, 2026, the covered employees will be expanded to include an additional five highly compensated employees beyond the CEO, CFO and the three other highly compensated executive officers already covered by the Tax Act. However, unlike our NEOs, the additional five highly compensated employees identified pursuant to ARPA will not be considered covered employees indefinitely.
The Committee has not adopted a formal policy that requires all compensation paid to the NEOs to be fully deductible.
Annual Incentive Agreement
2024 Annual Incentive Agreement. On April 2, 2024, the Compensation Committee of the Board approved and recommended to the Board of Directors, and on April 5, 2024, the Board approved, and the Company and Mr. Kaufman entered into, a Third Amended and Restated Annual Incentive Agreement (the “2024 Agreement”), which became effective as of January 1, 2024, with a term of five years, extending to December 31, 2028. The 2024 Agreement amended the Second Amended and Restated Annual Incentive Agreement between the Company and Mr. Kaufman (the “2021 Agreement”) and generally followed the structure of the 2021 Agreement. Under the terms of the 2024 Agreement, Mr. Kaufman has (1) an annual base salary of $1,200,000, (2) an additional annual cash payment of $1,171,280, and (3) annual performance-based cash bonus opportunities of $3,897,439 at target performance, $1,948,717 at threshold performance and $5,846,151 at maximum performance, with the opportunity to earn up to an additional $974,359 annually in the event of extraordinary performance with respect to corporate capital growth goals. The goals applicable to the annual performance-based cash bonus are our distributable earnings per share, corporate capital growth, balance sheet-management, efficiency and the relative risk of our portfolio. These goals are set by the Compensation Committee of our Board of Directors.
The 2024 Agreement also provides that the value of Mr. Kaufman’s annual cash payment, his annual performance-based cash bonus and both long term equity awards increase by 10% for each increase of 25% in our GAAP equity capitalization, measured annually (the “GAAP Equity Adjustment”). The values of the annual cash payment, the annual performance-based cash bonus and both long term equity awards in the 2024 Agreement are the result of a similar GAAP Equity Adjustment that was operative under the 2021 Agreement.
The 2024 Agreement also provides Mr. Kaufman with long term equity awards. Under the 2024 Agreement, Mr. Kaufman receives (1) an annual grant of three year time-based vesting stock with a value at grant of $2,200,000 and (2) an annual grant of performance-based vesting restricted stock units with a value at grant of $8,800,000, which vest, in whole or in part, based on our four year total shareholder return ("TSR") objectives. Under the terms of the 2021 Agreement that were in effect in 2022 and 2023, Mr. Kaufman had an option to elect to receive either (x) an annual grant of three year time-based vesting stock with a value at grant of $3,000,000, subject to adjustment under the GAAP Equity Adjustment, or (y) an annual grant of performance-based vesting restricted stock units with an annual value at grant of $12,000,000, subject to adjustment under the GAAP Equity Adjustment, tied to our five year TSR objectives. One of the more significant changes made in the 2024 Agreement was to remove the option to elect either the time-based equity grant or the performance-based equity grant, and to instead provide both such grants, with the amounts of the grants reduced to approximately one half of the amounts applicable under the 2021 Agreement during 2023. Under the 2024 Agreement, Mr. Kaufman may elect to increase or decrease the amount of the time-based equity grant by 25%, 50% or 75%, in which event the amount of the performance-based equity grant is decreased or increased inversely, by 25%, 50% or 75%. Mr. Kaufman made no such election for 2025.
The 2024 Agreement addresses the treatment of the various incentive awards upon a termination of Mr. Kaufman’s employment. The 2024 Agreement provides that in the event of a termination of employment by the Company without
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cause or by Mr. Kaufman for good reason (as such terms are defined in the 2024 Agreement) (1) Mr. Kaufman will receive a lump sum payment equal to the remaining amount of his annual salary that would be payable for the balance of the term of the 2024 Agreement, (2) the annual performance-based cash bonus for the year of termination would be paid out at the target level of performance, (3) all previously issued time-based vesting stock issued under the 2024 Agreement or under the 2021 Agreement would vest in full, (4) all performance-based vesting restricted stock units issued under the 2024 Agreement would vest pro-rata based on the elapsed portion of the performance-period (based upon actual performance) and (5) for the number of full years remaining under the 2024 Agreement, all time-based vesting stock grants would be accelerated and vested. These provisions are substantially similar to those of the 2021 Agreement.
2021 Annual Incentive Agreement. During 2021, we entered into the 2021 Agreement, which governed Mr. Kaufman’s compensation through the 2023 calendar year. The 2021 Agreement provided for Mr. Kaufman’s annual base salary and other compensation from the Company as CEO. The 2021 Agreement also provided for certain incentive compensation dependent on our successful integration of the acquisition of ACM's agency platform (the "Acquisition"), which had been carried over from a predecessor incentive agreement. At its inception, the 2021 Agreement provided that Mr. Kaufman had (1) an annual base salary of $1,200,000, (2) an additional annual cash payment of $800,000 and (3) an annual performance-based cash bonus target opportunity of $2,928,200 (with a threshold annual bonus opportunity of $1,464,100 and a maximum annual bonus opportunity of $4,392,300), with the opportunity to earn up to an additional $732,050 annually in the event of extraordinary performance with respect to corporate capital growth goals. The goals applicable to the annual performance-based cash bonus were related to our distributable earnings per share, corporate capital growth, balance sheet-management, efficiency and the relative risk of our portfolio. The metrics for the goals were set by the Compensation Committee of our Board of Directors.
The 2021 Agreement also provided for the continuation of a time-based vesting stock grant, with an annual grant value of $3,000,000, dependent on reaching certain goals relating to our integration of the Acquisition, including originations, growth in the servicing portfolio and the weighted average servicing fee (each an “Acquisition Related Grant”), which was part of a predecessor incentive agreement with Mr. Kaufman. The last Acquisition Related Grant was made in 2021 and vested in 2024. The 2021 Agreement also provided that Mr. Kaufman had an option to elect to receive either (x) an annual grant of three year time-based vesting stock with a value at grant of $3,000,000 or (y) an annual grant of performance-based vesting restricted stock units with an annual value at grant of $12,000,000, which would vest, in whole or in part, based on the attainment of our TSR goals over a five year period. In 2022 and 2023, Mr. Kaufman elected to receive the three year time-based vesting stock.
As with the 2024 Agreement, the 2021 Agreement included the GAAP Equity Adjustment feature. The 2021 Agreement also provided for the treatment of the various incentive awards upon a termination of Mr. Kaufman’s employment, which is now controlled by the 2024 Agreement.
2025 Compensation Actions
In March 2025, the Compensation Committee approved the salaries of the NEO group other than Mr. Kaufman for 2025, all of which were unchanged from 2024.
The Compensation Committee intends to continue its strategy of compensating our NEOs through programs that emphasize incentive compensation, fostering a pay-for-performance culture. To that end, a majority of executive compensation will continue to be tied to Company and individual performance, while maintaining an appropriate balance between cash and non-cash compensation.
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Compensation Committee Report
The Compensation Committee of the Board of Directors of Arbor Realty Trust, Inc. reviewed and discussed the “Compensation Discussion and Analysis” with management. Based upon this review and their discussions, the Compensation Committee recommended that the Board of Directors include the “Compensation Discussion and Analysis” in Arbor Realty Trust, Inc.'s proxy statement for the 2025 annual meeting of stockholders and incorporate it by reference into Arbor Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2024.

| Compensation Committee: William C. Green (Chairman) Edward Farrell Melvin F. Lazar Elliot Schwartz George Tsunis* Carrie Wilkens
April 17, 2025 |

*Appointed as a director on March 6, 2025.
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Executive Compensation
Summary Compensation Table for 2024
The following table summarizes the total compensation of our NEOs for the years ended December 31, 2024, 2023 and 2022 (or such shorter period with respect to which the executive was an NEO).

Name and Principal Position |  | Year |  | Salary ($) |  |  | Bonus ($) |  |  | Stock Awards ($)(1) |  | All Other Compensation ($)(2) |  | Total ($)
Ivan Kaufman Chief Executive Officer and President |  | 2024 |  | 1,200,000 |  |  |  | 6,049,937 |  | (3) |  | 4,801,071 |  |  | 6,870 |  |  | 12,057,878 |
| 2023 |  | 1,200,000 |  |  |  | 7,265,264 |  |  |  | 3,927,947 |  |  | 6,600 |  |  | 12,399,811 |
| 2022 |  | 1,200,000 |  |  |  | 6,516,785 |  |  |  | 2,851,081 |  |  | 6,150 |  |  | 10,574,016 |
Paul Elenio Chief Financial Officer |  | 2024 |  | 750,000 |  |  |  | 1,250,000 |  |  |  | 504,057 |  |  | 6,870 |  |  | 2,510,927 |
| 2023 |  | 750,000 |  |  |  | 1,400,000 |  |  |  | 494,926 |  |  | 6,600 |  |  | 2,651,526 |
| 2022 |  | 750,000 |  |  |  | 1,100,000 |  |  |  | 500,425 |  |  | 6,150 |  |  | 2,356,575 |
Gene Kilgore Executive Vice President — Structured Securitization |  | 2024 |  | 500,000 |  |  |  | 1,000,000 |  |  |  | 302,432 |  |  | 6,870 |  |  | 1,809,302 |
| 2023 |  | 500,000 |  |  |  | 1,000,000 |  |  |  | 395,933 |  |  | 6,600 |  |  | 1,902,533 |
| 2022 |  | 500,000 |  |  |  | 1,000,000 |  |  |  | 300,253 |  |  | 6,150 |  |  | 1,806,403 |
Steven Katz(4) Executive Vice President and Chief Investment Officer — Residential Financing |  | 2024 |  | 1,383,010 |  | (5) |  | 1,465,000 |  |  |  | 816,007 |  |  | 6,870 |  |  | 3,670,887 |
| 2023 |  | 2,086,555 |  | (5) |  | 1,465,000 |  |  |  | 494,926 |  |  | 6,600 |  |  | 4,053,081 |
| 2022 |  | N/A |  |  | N/A |  |  | N/A |  | N/A |  | N/A
Danny van der Reis(4) Executive Vice President — Servicing and Asset Management |  | 2024 |  | 783,334 |  |  |  | 1,200,000 |  |  |  | 453,648 |  |  | 6,870 |  |  | 2,443,852 |
| 2023 |  | 600,000 |  |  |  | 1,100,000 |  |  |  | 593,906 |  |  | 6,600 |  |  | 2,300,506 |
| 2022 |  | N/A |  |  | N/A |  |  | N/A |  | N/A |  | N/A

____________________
N/A - Not applicable
(1)Represents the aggregate grant date fair value of restricted common stock awards and performance-vesting restricted stock units granted for the respective years, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation (“ASC 718”) and represents the probable outcome of the performance condition. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Setting Process — Stock-Based Incentive Awards” for further information on stock awards.
(2)Amounts reflect our matching contributions to the 401(k) plan and $250,000 of basic term life insurance coverage.
(3)Amount represents the cash bonus paid to Mr. Kaufman under the terms of his 2024 Agreement as described above under “2024 Annual Incentive Agreement” and includes a performance-based cash bonus of $4,878,657. Based on the terms of the 2024 Agreement, the 2024 performance-based cash bonus had target opportunities of $3,897,439 at target performance, $1,948,717 at threshold performance and $5,846,151 at maximum performance, plus an additional $974,359 for extraordinary performance with respect to corporate capital growth goals. The 2024 performance-based cash bonus was paid-out at slightly above target performance, plus the additional amount for extraordinary performance for reaching corporate capital growth goals.
(4)Messrs. Katz and van der Reis first became NEOs in 2023.
(5)The salary for Mr. Katz includes $883,010 and $1,586,555 of commissions that were paid in 2024 and 2023, respectively.
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Grants of Stock-Based Awards for 2024
The following shares of restricted common stock and performance-vesting restricted stock units were granted to the NEOs pursuant to our stock incentive plans in effect during 2024.

Name |  | Grant Date |  | Number of Shares of Stock or Units (#)(1) |  | Grant Date Fair Value of Stock Awards ($)(2)
Ivan Kaufman |  | 03/14/24 |  | 309,775 |  | 3,927,947 |
Paul Elenio |  | 03/14/24 |  | 39,032 |  | 494,926 |
Gene Kilgore |  | 03/14/24 |  | 31,225 |  | 395,933 |
Steven Katz |  | 03/14/24 |  | 39,032 |  | 494,926 |
Danny van der Reis |  | 03/14/24 |  | 46,838 |  | 593,906 |

____________________
(1)Represents restricted common shares granted to the NEOs in 2024 with respect to their 2023 performance.
(2)Represents the aggregate grant date fair value of restricted common stock awards and performance-vesting restricted stock units granted in the respective years, determined in accordance with ASC 718. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Setting Process — Stock-Based Incentive Awards” for further information on stock awards.
Cash dividends are paid on all outstanding shares of restricted stock at the same rate as is paid on all shares of common stock, which was $1.72 per share for 2024. See “Executive Compensation — Compensation Discussion and Analysis — Forms of Compensation — Stock-Based Incentive Awards” for further information.
Outstanding Equity Awards at 2024 Year-End
The table below lists the number of shares of unvested restricted common stock and performance-vesting restricted stock units held by each of our NEOs as of December 31, 2024.

|  | Stock Awards
Name |  | Number of Shares or Units of Stock That Have Not Vested (#)(1) |  | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Ivan Kaufman |  | 746,923(3) |  | 10,344,884 |
Paul Elenio |  | 40,490(4) |  | 560,787 |
Gene Kilgore |  | 29,498(5) |  | 408,547 |
Steven Katz |  | 30,364(6) |  | 420,541 |
Danny van der Reis |  | 37,015(7) |  | 512,658 |

____________________
(1)For all NEOs, as of December 31, 2024, these shares were subject to the terms of the applicable restricted stock award agreements, and additionally for Mr. Kaufman, the Annual Incentive Agreement, during 2024.
(2)Based on the closing stock price of our common stock on December 31, 2024 of $13.85.
(3)Of the 746,923 unvested restricted common stock awards for Mr. Kaufman, 189,873 shares, 247,275 shares and 309,775 shares will vest in March 2025, March 2026 and March 2027, respectively. Mr. Kaufman has elected to defer receipt of the shares vesting in March 2025 and March 2026 until March 2027 and March 2028, respectively, or sooner in the case of termination, pursuant to a pre-established deferral election.
(4)Of the 40,490 unvested stock awards for Mr. Elenio, 27,478 shares vested in March 2025, while 13,012 shares will vest in March 2026.
(5)Of the 29,498 unvested stock awards for Mr. Kilgore, 19,089 shares vested in March 2025, while 10,409 shares will vest in March 2026.
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(6)Of the 30,364 unvested stock awards for Mr. Katz, 17,352 shares vested in March 2025, while 13,012 shares will vest in March 2026.
(7)Of the 37,015 unvested stock awards for Mr. van der Reis, 21,401 shares vested in March 2025, while 15,614 shares will vest in March 2026.
Vested Stock-Based Awards for 2024
The table below lists the number of shares of restricted common stock held by each of our NEOs that vested (pursuant to the terms of the related restricted stock award agreement and, with respect to Mr. Kaufman, the 2021 Agreement) during 2024.

|  | Stock Awards
Name |  | Number of Shares Acquired on Vesting (#) |  | Value Realized on Vesting ($)(1)
Ivan Kaufman |  | 350,475 |  | 4,601,672 |
Paul Elenio |  | 36,954 |  | 474,333 |
Gene Kilgore |  | 28,565 |  | 366,755 |
Steven Katz |  | 17,349 |  | 222,327 |
Danny van der Reis |  | 26,136 |  | 335,250 |

____________________
(1)Value realized equals the fair market value of the shares on the date the shares vested.
Non-Qualified Deferred Compensation for 2024
The table below provides information regarding compensation deferred by each of our NEOs under the Employee Deferred Comp Plan during 2024.

Name |  | Executive Contributions in Last Fiscal Year (2024) ($)(1) |  | Registrant Contributions in Last Fiscal Year (2024) ($) |  | Aggregate Earnings in Last Fiscal Year (2024) ($)(2) |  | Aggregate Withdrawals/Distributions (2024) ($) |  | Aggregate Balance at Last Fiscal Year End (2024) ($)(3)
Ivan Kaufman(4) |  | — |  | — |  | — |  | — |  | —
Paul Elenio |  | — |  | — |  | — |  | — |  | —
Gene Kilgore |  | — |  | — |  | — |  | — |  | —
Steven Katz |  | 327,867 |  | 362,784 |  | 15,794 |  | — |  | 2,158,928
Danny van der Reis |  | 213,333 |  | — |  | — |  | 110,614 |  | 491,548

____________________
(1)These amounts are included in the 2024 compensation figures reported in the Summary Compensation Table disclosed above.
(2)Reflects interest earned on employer matching contributions.
(3)Includes $1,168,258 of employer matching contributions that are unvested for Mr. Katz.
(4)Excludes unvested restricted stock units that Mr. Kaufman has elected to defer.
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Potential Payments Upon Change in Control or Termination
Except for the 2021 and 2024 Agreements with Mr. Kaufman, we do not maintain employment, severance or change in control agreements with any of the NEOs and, therefore, we are not obligated to pay cash severance to any of the NEOs, other than Mr. Kaufman, upon a termination of their employment.
Change in Control
The restricted stock award agreements that govern the shares of restricted common stock granted to the NEOs pursuant to our Stock Incentive Plan provide for the full vesting of such shares in the event of a “change of control” (as defined in the agreement) of the Company. If a change in control had occurred on December 31, 2024, the market value of the shares of restricted common stock held by each NEO that would have become vested, based on the closing stock price of $13.85 on December 31, 2024, was equal to: (1) Mr. Kaufman, $10,344,884; (2) Mr. Elenio, $560,787; (3) Mr. Kilgore, $408,547; (4) Mr. Katz, $420,541; and (5) Mr. van der Reis, $512,658.
Termination
If Mr. Kaufman’s employment was terminated on December 31, 2024: (1) by the Company without cause; or (2) by Mr. Kaufman for “good reason” (as defined in the 2024 Agreement), the unvested shares of restricted common stock he held would have become vested and he would have been entitled to the same value described under “Change in Control” above.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer.
To identify the median employee from our employee population in 2024, we compared the compensation amounts of our employees, excluding the compensation of our CEO, Mr. Kaufman, as reflected in our payroll records and reported to the Internal Revenue Service on Form W-2 for 2024. Since all our employees are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. The salaries for permanent employees who were hired during 2024 and were working for us as of December 31, 2024 were annualized.
For 2024, the total compensation of our median employee was $103,797, and the annual total compensation of Mr. Kaufman was $12,057,878, which is reported in the “Total” column of our 2024 Summary Compensation Table included in this proxy statement. As a result, Mr. Kaufman’s annual total compensation was 116 times that of the annual total compensation of our median employee.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Since the rules used for identifying the median of the annual total compensation allows a variety of methodologies, application of certain exclusions and reasonable estimates and assumptions, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.
Pay Versus Performance
The following pay versus performance disclosures are required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K. Messrs. Kaufman, Elenio, Kilgore, Katz and van der Reis served as our NEOs in 2024. Messrs. Kaufman, Elenio, Caulfield, Katz and van der Reis served as our NEOs in 2023. Messrs. Kaufman, Elenio, Caulfield, Kilgore and Weber served as our NEOs in 2022, 2021 and 2020. The following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the Summary Compensation Tables for the covered years, the “compensation actually paid” (“CAP”) to our CEO and on an average basis for our other NEOs (in each case, as determined under SEC rules), our TSR, the TSR of FTSE Nareit Mortgage REITs over the same period, our net income and distributable earnings (which is our “company-selected measure” for 2024 for purposes of this disclosure). The amounts for CAP do not reflect the actual amount of compensation earned by or paid to the NEOs during the covered years. Please refer to the Compensation Discussion and Analysis section included in this report and in previous reports for information about how the Compensation Committee has assessed the Company’s performance and NEOs compensation in a given year.
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Pay versus Performance Table

Year |  | Summary Compensation Table Total for CEO ($) |  | Compensation Actually Paid to CEO ($)(1) |  | Average Summary Compensation Table Total for Other NEOs ($) |  | Average Compensation Actually Paid to Other NEOs ($)(1) |  | Value of Initial Fixed $100 Investment Based on December 31, 2019 |  | Net Income ($)(4) |  | Distributable Earnings ($)(5)
|  |  |  |  | TSR ($)(2) |  | Peer Group TSR ($)(3) |  |
2024 |  | 12,057,878 |  |  | 11,965,183 |  |  | 2,608,742 |  |  | 2,613,291 |  |  | 164 |  |  | 80 |  |  | 283,918,655 |  |  | 358,019,878 |
2023 |  | 12,399,811 |  |  | 23,823,989 |  |  | 2,751,405 |  |  | 3,318,842 |  |  | 158 |  |  | 80 |  |  | 400,556,657 |  |  | 452,478,707 |
2022 |  | 10,574,016 |  |  | 8,150,510 |  |  | 2,071,700 |  |  | 2,484,249 |  |  | 122 |  |  | 69 |  |  | 353,827,809 |  |  | 405,695,825 |
2021 |  | 13,439,509 |  |  | 29,011,520 |  |  | 1,985,752 |  |  | 2,219,060 |  |  | 153 |  |  | 94 |  |  | 377,806,794 |  |  | 313,728,736 |
2020 |  | 11,667,436 |  |  | 14,892,315 |  |  | 1,881,356 |  |  | 2,183,846 |  |  | 110 |  |  | 81 |  |  | 196,157,197 |  |  | 234,866,670 |

____________________
(1)The following adjustments were made to the Summary Compensation Table total to determine the CAP:

Year |  | A Summary Compensation Table Total ($)(i) |  | B Reported Value of Equity Awards ($)(ii) |  | C Equity Award Adjustments ($)(iii) |  | A+B+C Compensation Actually Paid ($)
CEO |  |  |  |  |  |  |  |
2024 |  | 12,057,878 |  |  | (4,801,071) |  |  | 4,708,376 |  |  | 11,965,183 |
2023 |  | 12,399,811 |  |  | (3,927,947) |  |  | 15,352,125 |  |  | 23,823,989 |
2022 |  | 10,574,016 |  |  | (2,851,081) |  |  | 427,575 |  |  | 8,150,510 |
2021 |  | 13,439,509 |  |  | (6,309,279) |  |  | 21,881,290 |  |  | 29,011,520 |
2020 |  | 11,667,436 |  |  | (6,003,146) |  |  | 9,228,025 |  |  | 14,892,315 |
Average of other NEOs |  |  |  |  |  |  |  |
2024 |  | 2,608,742 |  |  | (519,036) |  |  | 523,585 |  |  | 2,613,291 |
2023 |  | 2,751,405 |  |  | (544,416) |  |  | 1,111,853 |  |  | 3,318,842 |
2022 |  | 2,071,700 |  |  | (375,319) |  |  | 787,868 |  |  | 2,484,249 |
2021 |  | 1,985,752 |  |  | (422,580) |  |  | 655,888 |  |  | 2,219,060 |
2020 |  | 1,881,356 |  |  | (113,066) |  |  | 415,556 |  |  | 2,183,846 |

____________________
(i)Reflects the amounts (or the average amounts for the non-CEO NEOs) reported in the “Total” column of the Summary Compensation Table for the covered years.
(ii)Reflects the grant date fair value of equity awards granted to the CEO (or the average amounts with regard to the non-CEO NEOs) as reported in the “Stock Awards” column in the Summary Compensation Table for the covered years.
(iii)The equity award adjustments for each covered year include the addition (or subtraction, as applicable) as set forth in the following table below. The fair values of equity awards were calculated using closing stock price as of the applicable valuation dates.
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Year |  | Year End Fair Value of Equity Awards Granted During the Year ($) |  | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |  | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |  | Value of Dividends Paid on Unvested Stock ($) |  | Total Equity Award Adjustments ($)
CEO |  |  |  |  |  |  |  |  |  |
2024 |  | 5,046,842 |  |  | (993,408) |  |  | (718,539) |  |  | 1,373,481 |  |  | 4,708,376 |
2023 |  | 8,456,019 |  |  | 1,075,293 |  |  | 4,339,732 |  |  | 1,481,081 |  |  | 15,352,125 |
2022 |  | 5,765,982 |  |  | (5,181,827) |  |  | (1,585,597) |  |  | 1,429,017 |  |  | 427,575 |
2021 |  | 9,899,175 |  |  | 6,400,764 |  |  | 4,273,431 |  |  | 1,307,920 |  |  | 21,881,290 |
2020 |  | 9,233,271 |  |  | 118,862 |  |  | (1,304,467) |  |  | 1,180,359 |  |  | 9,228,025 |
Average of other NEOs |  |  |  |  |  |  |  |  |  |
2024 |  | 579,262 |  |  | (45,675) |  |  | (64,004) |  |  | 54,002 |  |  | 523,585 |
2023 |  | 1,060,829 |  |  | 11,787 |  |  | 3,706 |  |  | 35,531 |  |  | 1,111,853 |
2022 |  | 782,668 |  |  | (12,184) |  |  | (9,226) |  |  | 26,610 |  |  | 787,868 |
2021 |  | 567,337 |  |  | 36,108 |  |  | 30,046 |  |  | 22,397 |  |  | 655,888 |
2020 |  | 441,280 |  |  | (1,286) |  |  | (53,252) |  |  | 28,814 |  |  | 415,556 |

(2)The TSR is calculated assuming $100 was invested on December 31, 2019, with reinvestment of dividends.
(3)Represents the TSR of FTSE Nareit Mortgage REITs for each respective year for comparison purposes.
(4)Represents the net income as reported in the Company’s audited financial statements for each respective year.
(5)Represents the distributable earnings as reported in the Company’s audited financial statements for each respective year. We have determined that distributable earnings is the financial performance measure that, in our assessment, represents the most important performance measure used by us to tie NEO compensation to Company performance for 2024. We define distributable earnings as net income (loss) attributable to common stockholders computed in accordance with GAAP, adjusted for accounting items such as depreciation and amortization (adjusted for unconsolidated joint ventures), non-cash stock-based compensation expense, income from mortgage servicing rights ("MSRs"), amortization and write-offs of MSRs, gains/losses on derivative instruments primarily associated with Private Label loans not yet sold and securitized, changes in fair value of GSE-related derivatives that temporarily flow through earnings, deferred tax provision (benefit), CECL provisions for credit losses (adjusted for realized losses as described below), and gains/losses on the receipt of real estate from the settlement of loans (prior to the sale of the real estate). We also add back one-time charges such as acquisition costs and one-time gains/losses on the early extinguishment of debt and redemption of preferred stock. We reduce distributable earnings for realized losses in the period we determine that a loan is deemed nonrecoverable in whole or in part. Loans are deemed nonrecoverable upon the earlier of: (1) when the loan receivable is settled (i.e., when the loan is repaid, or in the case of foreclosure, when the underlying asset is sold); or (2) when we determine that it is nearly certain that all amounts due will not be collected. The realized loss amount is equal to the difference between the cash received, or expected to be received, and the book value of the asset.
We do not provide defined benefit pensions to our NEOs, so no adjustments have been made in respect to that measure.
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CAP vs. Company TSR and Peer Group TSR, Net Income and Distributable Earnings
The following graphs compare the CAP of our CEO and the average CAP of the other NEOs to: (1) the Company’s cumulative TSR and the peer group TSR (which are also shown against each other in the same graphic); and (2) net income and distributable earnings over the five years presented.
Director Compensation
The Compensation Committee’s recommendations regarding compensation of our directors are reported to, and approved by, the full Board of Directors. In 2024, the Compensation Committee engaged FPL Associates, its independent
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compensation consultant, to assist the Compensation Committee in evaluating the Company's practices regarding non-employee director compensation. Following that evaluation, the Compensation Committee determined to make no changes to the amount or structure of non-employee director compensation.
For 2024, the director compensation plan provided that each non-management director is paid a director’s fee with a value of $217,500 per year, consisting of $100,000 of cash and approximately $117,500 in stock. The lead director is paid an additional cash fee of $50,000 per year. The independent director who serves as the chairman of the: (1) Audit Committee is paid an additional cash fee of $25,000 per year; (2) Corporate Governance Committee is paid an additional cash fee of $20,000 per year; and (3) Compensation Committee is paid an additional cash fee of $15,000 per year. Additionally, each independent director who serves on a committee (other than the chairman) is paid an additional cash fee per year of $10,000. In addition, we reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the Board of Directors. We also reimburse all directors up to $2,500 per year for continuing education costs incurred in connection with their services on the Board of Directors.
If the value of a director’s equity ownership in Arbor, measured as of December 31 of the prior calendar year, equals or exceeds five times the cash compensation (including all committee fees) received in the prior calendar year, the director may elect to have all, or a portion of, the equity compensation to be granted the following March paid in cash in lieu of stock.
The director compensation program also requires a minimum level of equity ownership for each director. The required minimum level of equity ownership for each director is five times the level of total cash compensation received by such director in the prior calendar year. New directors have five years to reach the required level of equity ownership. If any director should fall below the required level of equity ownership, such director will have one year to come into compliance with the policy.
In 2021, the Board of Directors approved a deferred compensation plan which is offered to all our directors, excluding Mr. Kaufman, which allows each individual to elect to defer some or all of their cash and/or equity awards (the “Director Deferred Comp Plan”). The Director Deferred Comp Plan also allows for an election, in the event of a deferral of equity, to either receive dividend equivalents in cash, or to defer the dividend equivalents and have them converted to additional deferred equity.
2024 Director Compensation Table
The following tables sets forth the compensation paid to our non-management directors for the year ended December 31, 2024. Mr. Tsunis was appointed as a director in March 2025 and did not receive any director compensation in 2024.

Name |  | Fees Earned or Paid in Cash ($) |  | Stock Awards ($)(1) |  | Total ($)
Kenneth J. Bacon |  | 120,000 |  |  | 116,301 |  |  | 236,301 |
Caryn Effron |  | 120,000 |  |  | 116,301 |  |  | 236,301 |
Edward Farrell(2) |  | 120,000 |  |  | 116,301 |  |  | 236,301 |
William C. Green(2) |  | 175,000 |  |  | 116,301 |  |  | 291,301 |
Melvin F. Lazar(2) |  | 135,000 |  |  | 116,301 |  |  | 251,301 |
Joseph Martello(3) |  | 217,500 |  |  | — |  |  | 217,500 |
Elliot Schwartz(2) |  | 130,000 |  |  | 116,301 |  |  | 246,301 |
Carrie Wilkens |  | 120,000 |  |  | 116,301 |  |  | 236,301 |

____________________
(1)Represents the aggregate grant date fair value of common stock awards granted in 2024, determined in accordance with ASC 718. The number of shares and grant date fair value of common stock awards granted during 2024 are set forth below. Each of these awards consisted of shares of common stock that were issued without vesting restrictions as
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of the grant date and no assumptions were used in the calculation of the grant date fair value, which constitutes the market value on the date of grant.

Name |  | Number of Shares Granted (#) |  | Grant Date Fair Value of Stock Awards ($)
Kenneth J. Bacon |  | 9,172 |  | 116,301 |
Caryn Effron |  | 9,172 |  | 116,301 |
Edward Farrell(2) |  | 9,172 |  | 116,301 |
William C. Green(2) |  | 9,172 |  | 116,301 |
Melvin F. Lazar(2) |  | 9,172 |  | 116,301 |
Joseph Martello(3) |  | — |  | — |
Elliot Schwartz(2) |  | 9,172 |  | 116,301 |
Carrie Wilkens |  | 9,172 |  | 116,301 |

(2)Represents fully vested restricted stock units (“RSUs”) which Messrs. Farrell, Green, Lazar and Schwartz have elected to receive, pursuant to the Director Deferred Comp Plan, in connection with the deferral of the common stock otherwise to be issued under the director compensation plan. The RSUs are converted to common stock at a future date pursuant to a pre-established deferral election under the Director Deferred Comp Plan.
(3)Mr. Martello did not receive restricted shares in 2024 for his service as a director but elected to receive a cash payment as permitted under our director compensation program.
On March 14, 2025, the Compensation Committee granted both Dr. Wilkens and Ms. Effron 9,545 shares and Mr. Tsunis 7,922 shares of fully vested common stock. On March 14, 2025, the Compensation Committee also granted each of Messrs. Bacon, Farrell, Green, Lazar and Schwartz 9,545 shares of fully vested RSUs, which the directors have elected to defer receipt of the common stock, into which the RSUs are converted, to a future date pursuant to a pre-established deferral election. Mr. Martello elected to receive a cash payment as permitted under our director compensation program.
Compensation Committee Interlocks and Insider Participation
During 2024, Dr. Wilkens and Messrs. Green, Lazar, Farrell and Schwartz served as members of our Compensation Committee. No member of the Compensation Committee has served as an officer or employee of Arbor at any time. In addition, no Arbor executive officer serves as a member of the Compensation Committee or on the Board of Directors of any company at which a member of Arbor’s Compensation Committee or Board of Directors serves as an executive officer.
Equity Compensation Plan Information
The following table presents information as of December 31, 2024 regarding our Stock Incentive Plan, which is our only equity compensation plan.

Plan Category |  | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |  | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |  | Number of Securities Remaining Available for Future Issuance
Equity compensation plans approved by security holders: |  |  |  |  |  |
Stock Incentive Plan |  | 542,482 |  | N/A |  | 6,012,082
Equity compensation plans not approved by security holders |  | N/A |  | N/A |  | N/A
Total |  | 542,482 |  | N/A |  | 6,012,082

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates how many shares of our common stock and our special voting preferred stock are beneficially owned by: (1) each of our directors and each nominee for director; (2) each of our executive officers; and (3) all our directors and executive officers as a group. This table also indicates how many shares of our common stock and special voting preferred stock are beneficially owned by each person known to us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our common stock and special voting preferred stock, in each case, based solely on, and as of the date of, such person’s filing of a Schedule 13D or Schedule 13G with the SEC. Unless otherwise indicated, the persons named in the following table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
The following table lists separately the outstanding shares of our special voting preferred stock that are currently held by ACM and our executive officers as a separate class of our voting securities. These shares of special voting preferred stock entitle the holder to one vote on all matters submitted to a vote of our stockholders and are paired with an equal number of common units of our operating partnership (“OP Units”), each of which is currently redeemable by the holders for cash or, at our option, shares of our common stock on a one-for-one basis. Each share of special voting preferred stock will be redeemed and canceled by us upon the redemption of its paired OP Unit for cash or shares of our common stock. In accordance with SEC beneficial ownership rules, the following table attributes to ACM (and to Mr. Kaufman, as the controlling owner of ACM) beneficial ownership of the: (1) 10,483,930 shares of special voting preferred stock currently held by ACM; and (2) 2,535,870 shares of common stock currently held by ACM.
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|  | Shares of Common Stock Beneficially Owned(2) |  | Shares of Special Voting Preferred Stock Beneficially Owned(2) |  | Total Shares of Voting Stock Beneficially Owned(2)
Name and Address(1) |  | Number |  | Percentage |  | Number |  | Percentage |  | Number |  | Percentage
Ivan Kaufman(3)(4) |  | 4,315,686 |  | 2.2 | % |  | 10,564,091 |  | 65.3 | % |  | 14,879,777 |  | 7.1 | %
Arbor Commercial Mortgage, LLC(4) |  | 2,535,870 |  | 1.3 | % |  | 10,483,930 |  | 64.8 | % |  | 13,019,800 |  | 6.2 | %
The Vanguard Group(5) |  | 18,880,882 |  | 9.8 | % |  | — |  | * |  | 18,880,882 |  | 9.1 | %
BlackRock, Inc.(6) |  | 25,926,021 |  | 13.5 | % |  | — |  | * |  | 25,926,021 |  | 12.4 | %
Kenneth J. Bacon(3) |  | 48,929 |  | * |  | — |  | * |  | 48,929 |  | *
Caryn Effron |  | 35,686 |  | * |  | — |  | * |  | 35,686 |  | *
Edward J. Farrell(3) |  | 28,204 |  | * |  | — |  | * |  | 28,204 |  | *
William C. Green(3) |  | 178,797 |  | * |  | — |  | * |  | 178,797 |  | *
Melvin F. Lazar(3) |  | 234,714 |  | * |  | — |  | * |  | 234,714 |  | *
Joseph Martello(7) |  | 225,114 |  | * |  | 3,785,237 |  | 23.4 | % |  | 4,010,351 |  | 1.9 | %
Elliot G. Schwartz(3) |  | 40,467 |  | * |  | — |  | * |  | 40,467 |  | *
George Tsunis |  | 7,922 |  | * |  |  |  | * |  | 7,922 |  | *
Carrie Wilkens |  | 20,279 |  | * |  | — |  | * |  | 20,279 |  | *
John Caulfield(8) |  | 220,427 |  | * |  | 15,010 |  | * |  | 235,437 |  | *
Paul Elenio(8) |  | 324,641 |  | * |  | 23,597 |  | * |  | 348,238 |  | *
Fred Weber(8) |  | 506,972 |  | * |  | 57,620 |  | * |  | 564,592 |  | *
Gene Kilgore(8) |  | 242,427 |  | * |  | 42,641 |  | * |  | 285,068 |  | *
Maysa Vahidi |  | 35,845 |  | * |  | — |  | * |  | 35,845 |  | *
John Natalone(7)(8) |  | 248,373 |  | * |  | 3,739,009 |  | 23.1 | % |  | 3,987,382 |  | 1.9 | %
Danny van der Reis |  | 187,895 |  | * |  | — |  | * |  | 187,895 |  | *
Gianni Ottaviano(8) |  | 151,634 |  | * |  | 2,136 |  | * |  | 153,770 |  | *
Andrew Guziewicz(8) |  | 97,209 |  | * |  | 5,374 |  | * |  | 102,583 |  | *
Thomas Ridings |  | 128,648 |  | * |  | — |  | * |  | 128,648 |  | *
Steven Katz |  | 178,019 |  | * |  | — |  | * |  | 178,019 |  | *
David E. Friedman |  | 63,913 |  | * |  | — |  | * |  | 63,913 |  | *
All directors and executive officers as a group (22 persons) |  | 7,381,801 |  | 3.8 | % |  | 14,532,380 |  | 89.9 | % |  | 21,914,181 |  | 10.5 | %
Total shares outstanding |  | 192,161,707 |  |  |  | 16,173,761 |  |  |  | 208,335,468 |  |

________________
*Less than one percent.
(1)Unless otherwise indicated in the following footnotes, the address for each person or entity listed in the table above is 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553.
(2)Beneficial ownership is determined in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and securities that a person has the right to acquire within 60 days of the date hereof.
(3)Amounts exclude 1,274,802 shares: 1,119,847 shares, 42,023 shares, 35,169 shares, 35,169 shares, 33,049 shares and 9,545shares of RSUs which Messrs. Kaufman, Green, Farrell, Schwartz, Lazar and Bacon, respectively, have elected to defer receipt until a future date (greater than 60 days of the date hereof) pursuant to a pre-established deferral election.
(4)Mr. Kaufman, together with Arbor Management, LLC, the managing member of ACM and an entity owned wholly by Mr. Kaufman, beneficially own approximately 35% of the outstanding membership interests of ACM. Amounts provided for Mr. Kaufman also include the shares owned, and separately disclosed, by ACM.
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(5)Based on information included in the most recently filed Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on January 10, 2024. Vanguard has sole dispositive power over 18,554,392 shares, shared dispositive power over 326,490 shares and shared voting power over 121,992 shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(6)Based on information included in the most recently filed Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on January 23, 2024. BlackRock has sole dispositive power over all such shares and sole voting power over 25,572,779 shares. The address for BlackRock is 50 Hudson Yards, New York, NY 10001.
(7)The shares for both Mr. Martello and Mr. Natalone includes 100,000 and 40,000 common shares held directly by The KFT 2018 NY Trust and The KFT DT LLC, respectively, and 702,335 and 3,000,000 of special voting preferred stock held directly by The KFT 2018 NY Trust and The KFT DT LLC, respectively, both estate planning vehicles which were set up for the benefit of Mr. Kaufman’s immediate family. Mr. Martello and Mr. Natalone serve together as co-trustees of The KFT 2018 NY Trust and managers of The KFT DT LLC and share the voting and investment power. Mr. Martello and Mr. Natalone disclaim beneficial ownership over these securities.
(8)These individuals hold Class B membership interests in ACM. For purposes of the SEC’s beneficial ownership rules, the shares held by ACM are not deemed to be beneficially owned by such individuals. See “Certain Relationships and Related Transactions — Relationships with Our Manager — Common Management” below for further details.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a class of our equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and greater than 10% stockholders are required to furnish us with copies of all Forms 3, 4 and 5 that they file.
Based solely on our review of the copies of such forms received by it, or written representations from certain reporting persons that no filings were required for those persons, we believe that during and with respect to the year ended December 31, 2024, all filings required by Section 16(a) of the Exchange Act were made timely.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policy Regarding the Review, Approval or Ratification of Transactions with Related Persons
In recognition of the fact that transactions involving related parties can present potential or actual conflicts of interest or create the appearance that our decisions are based on considerations other than the best interests of the Company and its stockholders, the Board of Directors has adopted a written policy, the Related Person Transactions Policy (“RPT Policy,”) which provides for the review and approval (or, if completed, ratification) by independent directors of our Board of all transactions involving us and in which a related party is known to have a direct or indirect material interest, including transactions required to be reported under paragraph (a) of Item 404 of Regulation S-K promulgated by the SEC.
Our RPT Policy covers all transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) are, or will be, a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest.
A “Related Person,” as defined in our RPT Policy, means (1) any person who is, or at any time since the beginning of our last calendar year was, a director or executive officer of ours or a nominee to become a director of ours; (2) any person who is the beneficial owner of more than 5% of any class of our voting securities; and (3) any immediate family member of any of the foregoing persons, which means any child, step-child, parent, step-parent, spouse, sibling, mother in-law, father in-law, son in-law, daughter in-law, brother in-law or sister in-law, and any person (other than a tenant or employee) sharing the household of any such director, executive officer or 5% beneficial owner.
In reviewing any Related Person transaction, all of the relevant facts and circumstances must be considered, including (1) the Related Person’s relationship to us and his or her interest in the transaction, (2) the proposed aggregate value of the transaction, or, in the case of indebtedness, the amount of principal that would be involved, (3) the benefits to us, (4) the availability of comparable products or services that would avoid the need for a Related Person transaction, and (5) the terms of the transaction and the terms available to unrelated third parties or to employees generally.
Relationships with ACM
ACM’s Ownership Interest in the Company and Related Registration Rights
ACM currently owns 10,483,930 OP Units in our operating partnership, Arbor Realty Limited Partnership (the “Partnership”), representing approximately 5.0% of the partnership interests in our operating partnership. Each of the OP Units currently held by ACM are paired with one share of our special voting preferred stock, each of which entitles the holder to one vote on all matters submitted to a vote of our stockholders. Combined with its direct ownership of 2,535,870 shares of our common stock, ACM is currently entitled to a number of votes representing approximately 6.2% of the voting power of our outstanding voting securities. We have granted ACM shelf registration rights, or, if such rights are not available, demand registration rights with respect to the shares currently owned by it. ACM is also entitled to participate in primary or secondary offerings of our common stock with respect to these shares. We have also agreed to certain restrictions on the registration rights that we may grant to any other holder or prospective holder of our securities without the prior written consent of ACM so long as we are still obligated to register any of the shares currently owned by ACM pursuant to the registration rights agreement.
Mr. Ivan Kaufman, our Chairman, CEO and President, and entities controlled by Mr. Kaufman collectively own approximately 35% of the outstanding membership interests in ACM. In addition, certain of our executive officers and a trust set up for the benefit of Mr. Kaufman’s family collectively own approximately 64% of the outstanding membership interest in ACM.
Non-Competition Agreements
In connection with the closing of the Acquisition, we entered into a non-competition agreement with ACM and Mr. Kaufman pursuant to which ACM and Mr. Kaufman agree not to pursue loans and similar investments in CMBS, the multifamily agency business, permanent and bridge commercial and multifamily mortgage loans and mezzanine and preferred equity investments in commercial and multifamily real estate (“Company Target Investments”). We agreed not to pursue investments in any areas other than Company Target Investments. Each party to the non-competition agreement agreed to not solicit the other parties’ employees.
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Related Party Transactions
We have a support agreement and a secondment agreement with ACM and certain of its affiliates and certain affiliates of a relative of our CEO (“Service Recipients”) where we provide support services and seconded employees to the Service Recipients. The Service Recipients reimburse us for the costs of performing such services and the cost of the seconded employees. During 2024, 2023 and 2022, we incurred $3.3 million, $3.2 million and $3.3 million, respectively, of costs for services provided and employees seconded to the Service Recipients, all of which are reimbursable to us and included in due from related party on the consolidated balance sheets.
In certain instances, our business requires our executives to charter privately owned aircraft in furtherance of our business. We have an aircraft time-sharing agreement with an entity controlled by our CEO that owns a private aircraft. Pursuant to the agreement, we reimburse the aircraft owner for the required costs under Federal Aviation Administration regulations for the flights our executives’ charter.
In July 2024, we committed to fund a $62.4 million bridge loan (none of which was funded at December 31, 2024) in an SFR build-to-rent construction project. An entity owned by an immediate family member of our CEO also made an equity investment in the project and owns a 3.34% equity interest in the borrowing entity. The loan has an interest rate of SOFR plus 4.25% with a SOFR floor of 3.50% and matures in July 2027.
In May 2024, we committed to fund a $42.5 million bridge loan ($4.5 million was funded at December 31, 2024) in an SFR build-to-rent construction project. An entity owned by an immediate family member of our CEO also made an equity investment in the project and owns a 2.28% equity interest in the borrowing entity. The loan has an interest rate of SOFR plus 4.25% with a SOFR floor of 3.50% and matures in May 2027.
In May 2023, we committed to fund a $56.9 million bridge loan ($50.1 million was funded at December 31, 2024) for an SFR build-to-rent construction project. Two of our officers made minority equity investments totaling $0.5 million, representing approximately 4% of the total equity invested in the project. The loan has an interest rate of SOFR plus 5.50% with a SOFR floor of 3.25% and matures in December 2025, with two six-month extension options.
In 2022, we purchased a $46.2 million bridge loan originated by ACM at par ($7.4 million was funded at December 31, 2024) for an SFR build-to-rent construction project. A consortium of investors (which includes, among other unaffiliated investors, certain of our officers with a minority ownership interest) owns 70% of the borrowing entity and an entity indirectly owned and controlled by an immediate family member of our CEO owns 10% of the borrowing entity. The loan has an interest rate of SOFR plus 5.50%. In March 2025, this loan paid off in full.
In 2022, we committed to fund a $67.1 million bridge loan ($37.0 million was funded at December 31, 2024) in an SFR build-to-rent construction project. An entity owned by an immediate family member of our CEO also made an equity investment in the project and owns a 2.25% equity interest in the borrowing entity. The loan has an interest rate of SOFR plus 4.63% with a SOFR floor of 0.25% and matures in May 2025.
In February 2022, we committed to fund a $39.4 million bridge loan ($32.3 million was funded at December 31, 2024) in an SFR build-to-rent construction project. An entity owned by an immediate family member of our CEO also made an equity investment in the project and owns a 2.25% equity interest in the borrowing entity. The loan has an interest rate of SOFR plus 4.00% with a SOFR floor of 0.25% and matures in March 2026.
In 2021, we invested $4.2 million for 49.3% interest in a limited liability company (“LLC”) which purchased a retail property for $32.5 million and assumed an existing $26.0 million CMBS loan. A portion of the property can potentially be converted to office space, of which we obtain the right to occupy, in part. An entity owned by an immediate family member of our CEO also made an investment in the LLC for a 10% ownership, is the managing member and holds the right to purchase our interest in the LLC.
In 2021, we originated a $63.4 million bridge loan to a third party to purchase a multifamily property from a multifamily-focused commercial real estate investment fund sponsored and managed by our CEO and one of his immediate family members, which fund has no continued involvement with the property following the purchase. The loan had an interest rate of SOFR plus 3.75% with a SOFR floor of 0.25% and was scheduled to mature in March 2024. In December 2023, the loan was paid off in full.
In 2020, we committed to fund a $32.5 million bridge loan, and made a $3.5 million preferred equity investment in an SFR build-to-rent construction project. An entity owned by an immediate family member of our CEO also made an equity
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investment in the project and owns a 21.8% equity interest in the borrowing entity. The bridge loan has an interest rate of SOFR plus 3.75% with a SOFR floor of 0.75% and the preferred equity investment has a 12.00% fixed rate. Both loans were scheduled to mature in December 2023. In November 2023, the bridge loan was upsized to a maximum of $39.9 million ($39.5 million was funded at December 31, 2024) and the maturity on the bridge loan and preferred equity investment were both extended to May 2025.
In 2020, we committed to fund a $30.5 million bridge loan, and we made a $4.6 million preferred equity investment in a SFR build-to-rent construction project. ACM and an entity owned by an immediate family member of our CEO also made equity investments in the project and own an 18.9% equity interest in the borrowing entity. The bridge loan had an interest rate of SOFR plus 4.25% with a SOFR floor of 1.00% and was scheduled to mature in May 2023 and the preferred equity investment has a 12.00% fixed rate and was scheduled to mature in April 2023. In April 2023, the bridge loan was upsized to a maximum of $38.8 million ($33.8 million was funded at December 31, 2024), and the maturity on both loans was extended to May 2025.
In 2020, we originated a $14.8 million Private Label loan and a $3.4 million mezzanine loan on two multifamily properties owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our CEO) which owns a 50% interest in the borrowing entity. In 2020, we sold the Private Label loan to an unconsolidated affiliate of ours. The mezzanine loan bears interest at a 9.00% fixed rate and matures in April 2030.
We had a $35.0 million bridge loan and a $10.0 million preferred equity interest on an office building. The bridge loan was scheduled to mature in October 2023 and the preferred equity investment was scheduled to mature in June 2027. The day-to-day operations were being managed by an affiliated entity of an immediate family member of our CEO. In September 2021, we entered into a forbearance agreement with the borrower on the outstanding bridge loan to defer all interest owed until maturity or early payoff. In the fourth quarter of 2023, we converted these loans in the building to a common equity investment.
In 2019, we, along with ACM, certain executives of ours and a consortium of independent outside investors, formed AMAC III, a multifamily-focused commercial real estate investment fund sponsored and managed by our CEO and one of his immediate family members. We invested $30.0 million for an 18% interest in AMAC III. In 2019, AMAC III originated a $7.0 million mezzanine loan to a borrower with which we have an outstanding $34.0 million bridge loan. In 2020, for full satisfaction of the mezzanine loan, AMAC III became the owner of the property. Also in 2020, the $34.0 million bridge loan was refinanced with a $35.4 million bridge loan, which bears interest at SOFR plus 3.50%, and was scheduled to mature in August 2024, which was extended to February 2025. In February 2025, we modified this loan to extend the maturity three years in exchange for an immediate paydown of $0.3 million and an additional paydown of $1.7 million to be made on or prior to March 31, 2025, of which both were made timely.
In 2019, we converted an existing bridge loan into a $2.0 million mezzanine loan with a fixed interest rate of 10.00% and was scheduled to mature in January 2024, which was extended to January 2025. The underlying multifamily property is owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our CEO) which owns interests ranging from 10.5% to 12.0% in the borrowing entities. In January 2025, the maturity was extended to May 2025.
In 2018, we originated a $21.7 million bridge loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers and our CEO) which owns 75% in the borrowing entity. The loan has an interest rate of SOFR plus 4.75% with a SOFR floor of 0.25%, and was scheduled to mature in November 2024, which was extended to February 2025. In the fourth quarter of 2024, we recorded a $5.5 million specific reserve on this loan. In February 2025, we modified this loan to extend the maturity two years in exchange for $3.0 million of additional collateral and a $2.5 million paydown to be made in February 2026.
In 2017, we originated a $46.9 million Fannie Mae loan on a multifamily property owned in part by a consortium of investors (which includes, among other unaffiliated investors, certain of our officers) which owns a 17.6% interest in the borrowing entity. We carry a maximum loss-sharing obligation with Fannie Mae on this loan of up to 5% of the original UPB.
In 2017, Ginkgo, of which one of our directors is a 33% managing member, purchased a multifamily apartment complex which assumed an existing $8.3 million Fannie Mae loan that we service. Ginkgo subsequently sold the majority of its interest in this property and owned a 3.6% interest at December 31, 2024. In July 2023, the Fannie Mae loan was paid off in full.
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In 2015, we invested $9.6 million for 50% of ACM’s indirect interest in a joint venture with a third party that was formed to invest in a residential mortgage banking business. At December 31, 2024, we had an indirect interest of 12.3% in this entity.
We, along with an executive officer of ours and a consortium of independent outside investors, hold equity investments in a portfolio of multifamily properties referred to as the “Lexford” portfolio, which is managed by an entity owned primarily by a consortium of affiliated investors, including our CEO and an executive officer of ours. Based on the terms of the management contract, the management company is entitled to 4.75% of gross revenues of the underlying properties, along with the potential to share in the proceeds of a sale or restructuring of the debt. In 2018, the owners of Lexford restructured part of its debt and we originated 12 bridge loans totaling $280.5 million, which were used to repay in full certain existing mortgage debt and to renovate 72 multifamily properties included in the portfolio. The loans were originated in 2018, had interest rates of LIBOR plus 4.00% and were scheduled to mature in June 2021. During 2019, the borrower made payoffs and partial paydowns of principal totaling $250.0 million and in 2020, the remaining balance of the loans were refinanced with a $34.6 million Private Label loan, which bears interest at a fixed rate of 3.30% and matures in March 2030. In 2020, we sold the Private Label loan to an unconsolidated affiliate of ours. Further, as part of this 2018 restructuring, $50.0 million in unsecured financing was provided by an unsecured lender to certain parent entities of the property owners. ACM owns slightly less than half of the unsecured lender entity and, therefore, provided slightly less than half of the unsecured lender financing. Separate from the loans we originated in 2018, we provide limited (“bad boy”) guarantees for certain other debt controlled by Lexford. The bad boy guarantees may become a liability for us upon standard “bad” acts such as fraud or a material misrepresentation by Lexford or us. At December 31, 2024, this debt had an aggregate outstanding balance of approximately $500.0 million and is scheduled to mature through 2029.
General
Every transaction entered into between us and an entity in which ACM holds equity interests raises a potential conflict of interest. Conflicts of interest with respect to these investments include, among others, decisions regarding (1) whether to waive defaults of such borrower, (2) whether to foreclose on the investment, and (3) whether to permit additional financing on the properties securing our investments other than financing provided by us.
Other Relationships and Related Transactions
Arbor Management, LLC, the managing member of ACM, has an outstanding loan to one of our executive officers, summarized as follows:
The largest aggregate outstanding principal balance to Mr. Caulfield during the two-year period ended December 31, 2024 was $434,500 and the total outstanding balance was $434,500 at December 31, 2024. Mr. Caulfield did not make any principal payments during 2024 or 2023. There is no interest being charged on the aggregate loan balance.
Our current policies and procedures do not allow for the lending of funds to any of our directors or executive officers.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors, following the recommendation of the Corporate Governance Committee, has nominated Ms. Caryn Effron and Messrs. Joseph Martello, Edward Farrell and George Tsunis as Class I directors each to serve on the Board of Directors until our annual meeting of stockholders for 2028 and until their respective successors are duly elected and qualified. Each nominee has consented to being named in this proxy statement and to serve if elected. If, prior to the annual meeting, any nominee should become unavailable to serve, the shares of voting securities represented by a properly executed and returned proxy will be voted for such additional nominee as shall be designated by the Board of Directors, unless the Board of Directors determines to reduce the number of directors in accordance with our charter and bylaws. Election of each of the director nominees named in this Proposal No. 1 requires the affirmative vote of a majority of the votes cast in the election of directors at the annual meeting by holders of our voting securities. Shares represented by executed proxies will be voted, unless such holder of our voting securities abstained from voting, for the election of the Board of Directors’ nominees. Votes may be cast in favor of or against all of the director nominees, or any of them. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the outcome of the vote on the election of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES FOR DIRECTORS IDENTIFIED ABOVE.
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PROPOSAL NO. 2
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
The Audit Committee of our Board of Directors has appointed Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2025. The Board has endorsed this appointment. Ernst & Young audited our consolidated financial statements for the years ended December 31, 2024 and 2023. A representative of Ernst & Young is expected to be present at the annual meeting and will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so.
Stockholder ratification of the appointment of Ernst & Young as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board of Directors is submitting the appointment of Ernst & Young to the stockholders for ratification as a matter of good corporate governance. Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2025 requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting by holders of our voting securities. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote for this proposal. We do not anticipate any broker non-votes on this proposal.
If this appointment is not ratified by our stockholders, the Audit Committee and the Board may each reconsider its recommendation and endorsement. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest.
Independent Accountants’ Fees
Aggregate fees for professional services rendered for us by Ernst & Young and its affiliates for the years ended December 31, 2024 and 2023 were as follows:

| 2024 |  | 2023
Audit Fees | $ | 3,237,100 |  |  | $ | 2,963,500 |
Audit-Related Fees | — |  |  | — |
Total | $ | 3,237,100 |  |  | $ | 2,963,500 |

The Audit Fees billed were for professional services rendered for the audit of our consolidated financial statements for the years ended December 31, 2024 and 2023 and for other services, including compliance with the Sarbanes-Oxley Act of 2002, accounting consultations billed as audit services, review of financial statements included in Forms 10-Q, comfort letters, consents and review of our registration statements under the Securities Act and other documents filed with the SEC in those years.
Audit Committee Pre-Approval Policy
In accordance with applicable laws and regulations, the Audit Committee reviews and pre-approves any non-audit services to be performed by Ernst & Young to ensure that the work does not compromise its independence in performing audit services. The Audit Committee also reviews and pre-approves all audit services. In some cases, pre-approval of a particular category or group of services, such as tax consulting services and audit services, is provided by the full Audit Committee for up to a year and is subject to a specific budget. In other cases, the Chairman of the Audit Committee has the delegated authority from the full Audit Committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee. All audit related fees were approved by the Audit Committee.
The policy contains a de minimis provision that operates to provide retroactive approval for permissible non-audit services under certain circumstances. No services were provided by Ernst & Young during 2024 and 2023 under such provision.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.
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PROPOSAL NO. 3
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with Section 14A of the Exchange Act, which was added by the Dodd-Frank Act, we are providing our stockholders with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our NEOs as disclosed in this proxy statement. Accordingly, the following resolution will be submitted for a stockholder approval at the 2025 annual meeting of stockholders:
“RESOLVED, that the stockholders of Arbor Realty Trust, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s NEOs as described in the Company’s proxy statement for the 2025 annual meeting of stockholders pursuant to the disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section, the Summary Compensation Table for 2024 and the related tables and disclosures.”
Stockholders are urged to read the “Compensation Discussion and Analysis” section and the “Summary Compensation Table for 2024” and related tables and disclosures under the heading “Executive Compensation,” which provide more detail about our compensation policies and practices for our NEOs. The Compensation Committee and the Board of Directors believe that these policies and practices are effective in providing a strong alignment of the interests of our NEOs with those of our stockholders.
The stockholder vote on this proposal is not binding on the Board of Directors or the Compensation Committee and does not override any decision made by the Board or the Committee. However, the Board of Directors and the Compensation Committee will review the voting result on the non-binding resolution and expect to take it into consideration when making future decisions regarding the compensation of our NEOs.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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STOCKHOLDER PROPOSALS FOR 2026
Proposals received from stockholders in accordance with Rule 14a-8 under the Exchange Act are given careful consideration by our Corporate Governance Committee and our Board of Directors. If a stockholder intends to present a proposal at our 2026 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act, in order for such stockholder proposal to be included in our proxy statement for that meeting, the stockholder proposal must be received at our principal executive office, located at 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York 11553, Attention: Corporate Secretary, on or before December 18, 2025.
In order for a stockholder to nominate directors or propose other business at our 2026 annual meeting of stockholders outside of Rule 14a-8, such nominations or proposal must contain the information required by our bylaws and be received by us in accordance with our bylaws. Pursuant to our current bylaws, stockholder nominations or proposals must be delivered to the Secretary at our principal executive office no later than 5:00 p.m., ET, December 18, 2025 and no earlier than November 18, 2025; provided, however, in the event that the date of the 2026 annual meeting of stockholders is advanced more than 30 days prior to or delayed more than 30 days after May 21, 2026, to be timely, a proposal by a stockholder must be delivered not earlier than the 150th day prior to the date of such meeting and not later than 5:00 p.m., ET, on the later of (1) the 120th day prior to the date of such meeting, as originally convened, or (2) the tenth day following the date on which public announcement of the date of such meeting is first made.
OTHER MATTERS
Our Board of Directors knows of no other matters that have been submitted for consideration at this annual meeting. If any other matters properly come before our stockholders at this annual meeting, the persons named on the enclosed proxy card intend to vote the shares they represent in accordance with their discretion.

| By Order of the Board of Directors,
| John J. Bishar, Jr. Corporate Secretary
April 17, 2025 |
Uniondale, New York |

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14475ARBOR REALTY TRUST, INC.THIS PROXY IS SOLICIT

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