Arbor Realty Trust : 2022 Proxy Statement 398.5 KB

Arbor Realty Trust, Inc.

April 18, 2022

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 18, 2022, 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.

I want to thank Dr. Archie Dykes, who joined our Board in 2006 and who has decided to retire, effective as of our annual shareholder meeting. While Archie has served as a well-regarded director and chairman of numerous corporations, he is most well-known for his generous support of and service to educational institutions. This commitment to learning is evidenced through Archie's inquisitive nature and vibrant and enthusiastic participation. We are incredibly grateful to him for his service to Arbor and will truly miss Archie's contributions, practical advice, and enormous energy.

I also want to thank George Tsunis, a director since 2016, for his dedication and contributions to the Company. George has recently received the honor and distinction of being appointed the United States Ambassador to Greece and thereby had to resign from our Board. However, Arbor's loss will accrue to our country's benefit as George represents us in Greece. We wish him great success.

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 and Chief Executive Officer and President

Notice of Annual Meeting of Stockholders

To Be Held on May 18, 2022

To the Stockholders of Arbor Realty Trust, Inc.:

The annual meeting of stockholders of Arbor, a Maryland corporation, will be held in a virtual-only format on May 18, 2022 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, [phone].

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 three Class I directors, each to serve until the 2025 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 2022; and

• (3) 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 6, 2022 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, 2021 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,

JOHN J. BISHAR, JR.

Corporate Secretary

April 18, 2022

Uniondale, New York

Arbor Realty Trust, Inc. 333 Earle Ovington Boulevard

Suite 900 Uniondale, New York 11553

[phone]

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 18, 2022

TABLE OF CONTENTS

Pages

GENERAL INFORMATION CONCERNING SOLICITATION AND VOTING . . . . . . . . . . . 1

BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

AUDITCOMMITTEEREPORT .............................................. 15

EXECUTIVEOFFICERS ................................................... 16

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . 32

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . 34

PROPOSALNO.1ELECTIONOFDIRECTORS .................................. 39

PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 . . . . . 40

STOCKHOLDER PROPOSALS FOR 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

OTHERMATTERS ....................................................... 42

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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 18, 2022, 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) on or about April 18, 2022 to holders of our common stock, par value $0.01 per share, and special voting preferred stock, par value $0.01 per share, of record at the close of business on April 6, 2022. 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, 2021 ("2021 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 April 6, 2022 (i.e., you held your shares in your own name as reflected in the records of our transfer agent, American Stock Transfer & Trust Company ("AST")), you can attend the annual meeting by accessinghttps://web.lumiagm.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 "arbor2022". 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 ("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 AST at [phone].

Beneficial Owners: If you were a beneficial owner as of the close of business on April 6, 2022 (i.e., you hold 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 AST 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 AST no later than 5 p.m., ET, on May 11, 2022. All such requests should be submitted (1) by email [e-mail], (2) by facsimile to [phone], or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. 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 AST, 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 and would like to enter the annual meeting as a guest in listen-only mode, go tohttps://web.lumiagm.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 AST at [phone] with any questions about attending the annual meeting. If you encounter any difficulty accessing the annual meeting, please visithttps://go.lumiglobal.com/faq for assistance.

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