Sector: Financials
APOLLO COMMERCIAL REAL ESTATE FINA · Meeting: July 9, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors to Serve Until the 2027 Annual Meeting of Stockholders
Long-tenured director (15 years) with strong financial and investment banking credentials; ARI's 3-year total return of +53.8% outpaces the ^FNER benchmark by +28.6 percentage points, well below the 65-point threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Director since July 2021 with extensive investment banking, equity research, and governance experience; stock performance exceeds ^FNER benchmark by +28.6 percentage points over 3 years, far below the 65-point trigger; no overboarding or attendance concerns.
Director since February 2020 with relevant private equity, real estate, and financial services experience; 3-year outperformance versus ^FNER of +28.6 percentage points does not meet the 65-point threshold to trigger an against vote; no attendance or independence concerns.
Director since April 2014 with deep legal, financial, and institutional management experience including real estate oversight at major universities; stock performance outpaces ^FNER by +28.6 percentage points over 3 years, well below the 65-point trigger; no overboarding or attendance issues.
Director since June 2020 with significant tax and legal expertise in asset management; ARI's strong 3-year total return outperforms ^FNER by +28.6 percentage points, far short of the 65-point threshold; no overboarding, attendance, or audit/compensation committee independence concerns.
CEO and director since March 2012 who is subject to the same TSR performance test as other directors; ARI's 3-year total return of +53.8% outpaces ^FNER by +28.6 percentage points, which does not meet the 65-point trigger required for a director with strong positive absolute returns; no other disqualifying factors identified.
Longest-tenured director (16 years) with a CPA background and deep public accounting expertise that is directly relevant to his audit committee chair role; 3-year stock outperformance versus ^FNER of +28.6 percentage points is well below the 65-point trigger; no attendance or overboarding concerns.
Director since June 2021 with public policy and financial services expertise; the board has disclosed she is not classified as independent under its Independence Standards and she does not serve on the audit or compensation committee, so no independence conflict exists; ARI's 3-year outperformance versus ^FNER of +28.6 percentage points does not meet the 65-point trigger.
All eight director nominees receive a FOR vote. ARI's 3-year total return of +53.8% outperforms the ^FNER benchmark (FTSE NAREIT All Equity REITs Index) by +28.6 percentage points; because the absolute return is strongly positive (above +20%), the policy requires a gap of at least 65 percentage points to trigger an against vote, and the actual gap of +28.6 points falls well short of that threshold. No nominee is overboarded, has disclosed attendance below 75%, or serves on the audit or compensation committee in a non-independent capacity. Carmencita Whonder is not classified as independent but does not sit on either the audit or compensation committee, so no policy trigger applies.
CEO
Stuart A. Rothstein
Total Comp
$1,085,764
Prior Support
94.8%%
ARI is an externally managed REIT with no direct employees, so the CEO receives no cash salary or bonus from the company — his entire reported compensation of $1,085,764 consists of restricted stock unit awards granted by the board's compensation committee, which is a structure inherently tied to share price performance. The proxy discloses that approximately 87% of total compensation paid by Apollo to named executive officers was variable or incentive pay, well exceeding the 50-60% threshold the policy requires for senior executives. Prior-year say-on-pay support was 94.8%, indicating broad shareholder satisfaction, and ARI's 3-year total return of +53.8% substantially outperforms the ^FNER benchmark (FTSE NAREIT All Equity REITs Index) by +28.6 percentage points, confirming that above-benchmark incentive pay is supported by shareholder outcomes.
Auditor
Deloitte & Touche LLP
Tenure
16 yrs
Audit Fees
$849,000
Non-Audit Fees
$160,601
Non-audit fees (tax fees of $118,270 plus other fees of $42,331, totaling $160,601) represent approximately 19% of audit fees of $849,000, well below the 50% threshold that would raise independence concerns; Deloitte has audited ARI since 2009 (approximately 16 years), below the 25-year tenure threshold; no material restatements are disclosed; Deloitte is a Big 4 firm appropriate for a $1.5 billion company.
Meeting held April 21, 2026
Other Proposals
Proposal 1
Approval of the sale of the Company's commercial real estate loan portfolio to Athene Holding Ltd.
Proposal 2
Approval of the issuance of shares of common stock in lieu of cash to ACREFI Management, LLC
ARI's 2026 annual meeting features three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All three receive a FOR vote — the director slate passes the TSR screen comfortably (ARI outperforms the ^FNER benchmark by +28.6 percentage points over three years, far short of the 65-point trigger for strong positive returns), the auditor's non-audit fee ratio is a modest 19% well under the 50% limit and tenure is only 16 years, and the externally managed compensation structure is appropriately incentive-heavy with strong prior-year shareholder support of 94.8%.
1 companies disclosed in 2026 proxy filing
