ACRES Commercial Realty (ACR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, to elect nine directors, approve executive compensation (Say on Pay), and ratify Ernst & Young LLP as the independent auditor for 2025.

• Proxy materials are provided via Internet to conserve resources, with multiple voting methods available for shareholders.

• Only shareholders of record as of April 9, 2025, are entitled to vote; approximately 7.4 million shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) non-binding Say on Pay for executive compensation, (3) ratification of Ernst & Young LLP as auditor.

• Proposals 1 and 2 are non-routine and require direct shareholder voting; Proposal 3 is routine and can be voted by brokers.

• Shareholders can submit proposals or director nominations for the 2026 meeting by December 12, 2025, following specific bylaw requirements.

Board of directors and corporate governance

• Board consists of nine nominees, with six deemed independent under NYSE rules.

• Four standing committees: Audit, Compensation, Nominating/ESG, and Investment; all but Investment Committee are composed solely of independent directors.

• Board conducts annual self-assessments and emphasizes diversity, inclusion, and ongoing director education.

• Stockholders have the right to amend bylaws and communicate directly with the Board.

• Board leadership is separated between Chairman and CEO roles.