Ares Commercial Real Estate (ACRE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 27, 2025, with stockholders able to participate and vote online from any location.

• Key items for stockholder action include electing three Class I directors, ratifying the external auditor, approving executive compensation on an advisory basis, and determining the frequency of future say-on-pay votes.

• The company uses a Notice and Access method for proxy materials, promoting resource conservation and cost reduction.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class I directors to serve until 2028.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for 2025 is on the agenda.

• Advisory votes will be held on executive compensation for 2024 and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Stockholders may submit questions and participate virtually, with technical support available.

Board of directors and corporate governance

• The board consists of eight members divided into three staggered classes, with a majority being independent.

• The board has audit, nominating and governance, and compensation committees, all composed exclusively of independent directors.

• The Lead Independent Director facilitates communication between management and independent directors.

• The board has adopted policies on director independence, diversity, stock ownership, and a director majority vote resignation policy.

• Recent governance enhancements include stock ownership guidelines, a clawback policy, and bylaw amendments for stockholder nominations.