Chairman of FCB Financing Holdings, Inc. and its subsidiary, Florida Community Bank from January 2010 to January 2019. Mr. Tese served as Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987 and as Director of Economic Development for New York State from 1987 to December 1994. He is a director of AMC Networks, Inc. (NASDAQ: AMCX), MSG Sports, MSG Entertainment, and Intercontinental Exchange, Inc. He also serves as a trustee of New York Presbyterian Hospital and New York University School of Law. Mr. Tese previously was a director of Gabelli Asset Management, National Wireless Holdings, Inc., The Bear Stearns Companies, Inc., Cablevision, MSG Networks, and Mack-Cali Realty Corporation. Mr. Tese holds a B.B.A. from Pace University, as well as a J.D. from Brooklyn Law School and a L.L.M. in Taxation from New York University School of Law. He is a licensed attorney by the State Bar of New York. We believe Mr. Tese is qualified to serve on our Board based on his depth of experience in investment management, financial services, and corporate governance.
W. Edward Walter III, 67, is our Lead Independent Director and has served as one of our directors since November 2021. Mr. Walter served as the Global Chief Executive Officer for the Urban Land Institute, a global nonprofit research and education organization, from June 2018 until October 2022. Prior to that, he was the Robert and Lauren Steers Chair in Real Estate at the Steers Center for Global Real Estate at Georgetown University’s McDonough School of Business. He served as President and Chief Executive Officer of Host Hotels and Resorts, Inc., a publicly traded lodging real estate company (“Host”), from October 2007 through December 2016, with his employment ending on January 31, 2017. From 2003 until October 2007, he served as Executive Vice President and Chief Financial Officer of Host. From 1996 until 2003 he served in various senior management positions with Host, including Chief Operating Officer. Mr. Walter is also past Chairman of NAREIT, the past Chairman of the Federal City Council and a member of the Board of Visitors of the Georgetown University Law Center. Mr. Walter serves on the boards of CNS REIT, Ameriprise Financial, Inc. (NYSE: AMP) and AvalonBay Communities, Inc. (NYSE: AVB), the latter as Lead Director. Mr. Walter received his undergraduate degree from Colgate University and a J.D. from Georgetown University Law Center. We believe Mr. Walter is qualified to serve on our Board based on his extensive experience in investment management, real estate-related assets, financial services, and corporate governance.
Our board of directors recommends a vote “FOR” the election of each of Messrs. Mack, McGillis, Richman, Silberstein, Cephas, Tese and Walter and Mses. Haggerty and Liebman as directors.
A plurality of all of the votes cast in the election of directors at the Annual Meeting is necessary to elect a director. Proxies solicited by our board of directors will be voted “FOR” each of Messrs. Mack, McGillis, Richman, Silberstein, Cephas, Tese and Walter and Mses. Haggerty and Liebman as directors, unless otherwise instructed. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
In accordance with our Charter and our Bylaws, any vacancies occurring on our Board, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of the Board, may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum; provided, that for so long as ARS VII Claros Investor, LP, an affiliate of Almanac, directly or indirectly owns 4.9% or more of the outstanding shares of our Common Stock and for so long as PARE is an affiliate of Ping An and PARE, together with other affiliates of Ping An, owns 4.9% or more of the outstanding shares of our Common Stock, respectively, if such vacancy is related to a designee of Almanac or of PARE, the Board is obligated fill such vacancy with a designee of Almanac or of PARE, respectively. Any director elected to fill a vacancy will serve until the next annual meeting of stockholders and until a successor is duly elected and qualifies.
There is no familial relationship among any of the members of our Board or executive officers. See “Corporate Governance—Director Independence.”
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