UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Filed by a Party other than the Registrant  ☐

Check the appropriate box:

EXANTAS CAPITALACRES COMMERCIAL REALTY CORP.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):all boxes that apply:

EXANTAS CAPITALACRES COMMERCIAL REALTY CORP.

717 Fifth Avenue New York,390 RXR Plaza Uniondale, NY 1002211556

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Wednesday, June 12, 20198, 2022

To the Stockholders of EXANTAS CAPITALACRES COMMERCIAL REALTY CORP.:

Notice is hereby given thatYou are cordially invited to attend the annual meeting of stockholders of EXANTAS CAPITALACRES COMMERCIAL REALTY CORP., a Maryland corporation, willto be held virtually at 1845 Walnut Street, 18^th Floor, Philadelphia, Pennsylvania,www.virtualshareholdermeeting.com/ACRES2022 on Wednesday, June 12, 2019,8, 2022, at 11:00 a.m. (the “Meeting”), for the following purposes:

We cordially invite all of our stockholders to attend the Meeting, though only stockholders of record at the close of business on April 12, 2019,11, 2022, which we refer to as the record date, will be entitled to vote. You can vote your shares by proxy online, by telephone, by regular mail or at the Meeting. A list of stockholders entitled to vote at the Meeting will be available for inspection at the Meeting at www.virtualshareholdermeeting.com/ACRES2022and for 10 days before the Meeting at our offices at 1845 Walnut Street, 18^th Floor, Philadelphia, Pennsylvania.390 RXR Plaza, Uniondale, New York.

Whatever method you choose, we recommend that you vote in advance of the Meeting. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the Proxy Statement, on the enclosed proxy card. You can choose to receive proxy materials by mail or e-mail if you request them and you continue to have the right to vote by mail, as well as by telephone and on the Internet.

YOUR VOTE IS IMPORTANT

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. This process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and mailing these materials. Accordingly, on or about April 18, 2019,15, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record on our books at the close of business on April 12, 2019,11, 2022, which is the record date for the Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request receipt of proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

If your shares are held in “street name,” meaning that they are registered in the name of a broker or other nominee, you will receive instructions from such broker or nominee that you must follow for your shares to be voted.

Whether or not you plan to attend the Annual Meeting, in person, we encourage you to vote as soon as possible to ensure that your shares are represented at the Meeting.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2019:8, 2022: The proxy statement and our 20182021 annual report are available athttp:https://exantas.gcs-web.com/annual-report-and-proxy-statementwww.acresreit.com/annual-reports-and-proxies.

EXANTAS CAPITALACRES COMMERCIAL REALTY CORP.

717 Fifth Avenue New York,390 RXR Plaza Uniondale, NY 1002211556

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON WEDNESDAY, JUNE 12, 20198, 2022

ABOUT THE MEETING

Solicitation of Proxies. This proxy statement and the accompanying proxy are furnished to stockholders of Exantas CapitalACRES Commercial Realty Corp. (the “Company”) in connection with the solicitation by our Board of Directors (the “Board”) of proxies for use at the 20192022 annual meeting of stockholders of Exantas Capital Corp.the Company (the “Meeting”), to be held virtually at www.virtualshareholdermeeting.com/ACRES2022 on June 12, 2019,8, 2022, at 11:00 a.m. at 1845 Walnut Street, 18^th Floor, Philadelphia, Pennsylvania,, and at any and all adjournments, postponements or continuations thereof.

Mailing Date. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are now furnishing proxy materials to our stockholders on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless specifically requested. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy via the Internet, telephone or by mail. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed to stockholders on or about April 18, 2019.15, 2022.

Who Can Vote. Only holders of record of our common stock at the close of business on April 12, 201911, 2022 will be entitled to notice of, and to vote at, the Meeting. Each of the approximately 31,867,1068,808,431 shares of our common stock outstanding on that date is entitled to one vote on each matter that comes before the Meeting.

How to Vote — Proxy Instructions. If you are a holder of record of Exantas CapitalACRES Commercial Realty Corp. common stock, you may vote your shares over the Internet, by telephone, by using a traditional proxy card or in person at the Meeting. Refer to the Notice of Internet Availability of Proxy Materials or your proxy or voting instruction card to see which options are available to you and how to use them. Stockholders who hold their shares in “street name” will receive a Notice of Internet Availability of Proxy Materials from the institution that holds their shares and should follow the voting instructions given by that institution.

You may specify whether your shares should be voted for all, some or none of the nominees for director (Proposal 1); you may specify whether your shares should be voted for or against, or whether you abstain from voting on, the approval of our 20182021 executive compensation program (Proposal 2); you may specify whether your shares should be voted for or against, or whether you abstain from voting(“Say on the adoption of the Exantas Capital Corp. Second Amended and Restated Omnibus Equity Compensation Plan (the “Omnibus Plan”Pay”) (Proposal 3)2); and you may specify whether your shares should be voted for or against, or whether you abstain from voting on, the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 20192022 (Proposal 4)3).

If you do not vote your shares onfor the election of directors or Say on Pay, or the Omnibus Plan, your brokerage firm may not vote them for you and your shares will remain unvoted. Therefore, it is important that you vote your shares for all proposals, including Proposals 1 and 2, and 3, eachboth of which are viewed asnon-routine matters for which brokerage firms may not vote on your behalf without your instructions.

If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board,FOR: (i) the election of all directors in Proposal 1;1, (ii) the approval of the Say on Pay vote in Proposal 2; the adoption of the Omnibus Plan as set forth in Proposal 3;2 and (iii) the ratification of our independent registered public accounting firm in Proposal 4.3.

BrokerNon-Votes. A broker“non-vote” occurs when a nominee, such as a bank or broker, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Generally banks and brokers may vote their customers’ shares on proposals considered “routine” and may not vote their customers’ shares on proposals that are not considered “routine” if the customers have not furnished voting instructions within a specified period of time prior to the Meeting. This means that if you do not directly vote your shares and you do not give your broker or nominee specific instructions on how to vote your shares, then your broker or nominee does not have authority to vote your shares with respect to such matters and your shares will not be voted on such matters.Proposals 1 2 and 32, described below are not considered “routine” matters. Proposal 43 described below is considered a “routine” matter.

Revocation of Proxies. If you are a holder of record, you may revoke your proxy at any time before it is exercised in any of three ways:

If your shares are held in street name, you must contact your broker or nominee to revoke and vote your proxy.

Quorum. A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist if the holders representing a majority of the votes entitled to be cast by the stockholders at the Meeting are present, in person or by proxy. Brokernon-votes and abstentions are counted as present at the Meeting for purposes of determining the existence of a quorum, but because they are neither a vote cast in favor of, nor a vote cast opposing, a proposed action, abstentions and brokernon-votes typically will not be counted as a vote cast on any matter, except with respect to matters subject to New York Stock Exchange (“NYSE”) approval standards where abstentions are deemed to be votes cast for New York Stock Exchange (“NYSE”)NYSE compliance purposes.

Required Vote. The number of votes required for someone to be elected as a director is dependent on whether an election is contested or uncontested. Our bylaws define an election as contested if there are more candidates for election than the number of directors to be elected. The election described in Proposal 1 below is an uncontested election. In order to be elected as a director in an uncontested election as described in Proposal 1 below, each director is elected by a majority of votes cast with respect to such director nominee at a meeting of stockholders duly called and at which a quorum is present. A “majority of votes cast” means that the number of shares voted “for” a director’s election exceeds 50% of the total number of votes cast with respect to that director’s election. Votes “cast” include votes “for” and votes “against”, but exclude abstentions and brokernon-votes with respect to a director’s election. In the case of any contested election, our bylaws provide that directors shall be elected by a plurality of votes cast at a meeting of stockholders duly called and at which a quorum is present.

In order to approve our Say on Pay vote as described in Proposal 2 adopt our Omnibus Plan as described in Proposal 3 and ratify the appointment of Grant Thornton as our independent registered public

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accounting firm for the fiscal year ending December 31, 20192022 as described in Proposal 43 below, the affirmative vote of the holders of at least a majority of the shares presentvotes cast in person or by proxy at the Meeting is required. AbstentionsFor purposes of the vote on Proposal 2, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the effectresult of votes against Proposals 2, 3 and 4.the vote. Proposal 2 is advisory and not binding on the Board or us. For purposes of the vote on Proposal 3, abstentions will not be counted as votes cast and will have no effect on the result of the vote.

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Other Business. We do not intend to bring any business before the meeting other than that set forth in the Notice of the Annual Meeting and described in this proxy statement. However, if any other business should properly come before the meeting, the persons named in the proxy card intend to vote in accordance with their best judgment on such business and on any matters dealing with the conduct of the meetingMeeting pursuant to the discretionary authority granted in the proxy.

Costs. We pay for the preparation and mailing of the Notice of the Annual Meeting and proxy statement. Our directors, officers and employees may solicit proxies personally or by letter or telephone, but no director, officer or employee will be specially compensated for soliciting such proxies. We have also made arrangements with brokerage firms and other custodians, nominees and fiduciaries for forwarding proxy-soliciting materials to the beneficial owners of our common stock at our expense.

Householding of Proxy Materials.The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold common stock directly. Requests should be addressed to American Stock Transfer & Trust Company, 6201 15^th Avenue, Brooklyn, New York 11219, Attention: Shareholder Services Department, or by calling1-800-937-5449(+1-718-921-8200 for foreign stockholders). We will promptly furnish a separate copy of the proxy statement upon a written or oral request by a stockholder currently subject to householding.

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SECURITY OWNERSHIP

The following table sets forth the number and percentage of shares of common stock owned, as of April 12, 2019,11, 2022, by (a) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding shares of our common stock, (b) each of our present directors and nominees for director, (c) each of our named executive officers and (d) all of our executive officers and directors as a group. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days of April 12, 2019.11, 2022. Shares of common stock issuable pursuant to options, warrants or the conversion of debt securities are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person.

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The following table sets forth the number and percentage of shares of our 8.625%Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock and 7.875% Series D Cumulative Redeemable Preferred Stock owned, as of April 12, 2019,11, 2022, by (a) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding shares of preferred stock, (b) each of our present directors and nominees for director, (c) each of our named executive officers and (d) all of our executive officers and directors as a group. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days of April 12, 2019. We redeemed all shares of our 8.50% Series A Cumulative Redeemable Preferred Stock on January 31, 2018, and those shares were delisted from the NYSE on January 31, 2018. We redeemed a portion of our 8.25% Series B Cumulative Redeemable Preferred Stock on January 31, 2018 and the remainder on March 26, 2018, and those shares were delisted from the NYSE on March 28, 2018.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of all such reports. Based solely on our review of the reports received by us, or representations from certain reporting persons that no Form 5 filings were required for those persons, we believe that, during fiscal year 2018, our officers, directors and greater than 10% shareholders complied with all applicable filing requirements.6

PROPOSAL 1: ELECTION OF DIRECTORS

The Board, upon the recommendation of its Nominating, Environmental, Social and Governance Committee, has nominated Messrs. Walter T. Beach, Jeffrey P. Cohen, Andrew L. Farkas,Fentress, Mark S. Fogel, William B. Hart, Gary Ickowicz, Steven J. Kessler, Murray S. Levin and P. Sherrill Neff and Henry R. SilvermanMss. Karen Edwards and Ms. Stephanie H. WigginsDawanna Williams to serve as our directors until the next annual meeting of stockholders or until their respective successors are duly elected and qualified. The stockholders have the right to annually elect all tennine director nominees to our Board.

The persons named in the enclosed proxy intend, in the absence of a contrary direction, to vote for Messrs. Beach, Cohen, Farkas,Fentress, Fogel, Hart, Ickowicz, Kessler, Levin and Neff and SilvermanMss. Edwards and Ms. Wiggins.Williams. The Board knows of no reason why any nominee would be unable or unwilling to serve, but if any nominee should be unable or unwilling to serve, the proxies will be voted for the election of such other person for director as the Nominating, Environmental, Social and Governance Committee of the Board may recommend in the place of such nominee.The Board recommends that stockholders vote “FOR” all of the nominees.

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Information is set forth below regarding the principal occupation of each Board nominee. There are no family relationships among the nominees.

Nominees for Election

Walter T. BeachKaren Edwards, age 65, has been a director since June 2021. Ms. Edwards has served as a Partner of Boyden Global Executive Search since April 2018. Prior to that, she served as President and Chief Executive Officer of Kosiba Edwards Associates, providing corporate strategic and financial advisory services, from January 2010 to March 2018. From 2002 to 2008, Ms. Edwards worked in wealth management, serving on the advisory board and then as Senior Vice President for Business Development for GenSpring Family Offices (now part of Truist Bank). In 1992, Ms. Edwards co-founded the investment banking group of Friedman, Billings, Ramsey & Co, Inc. to provide corporate finance and M&A advisory to banks, thrifts, specialty finance, fintech companies, and REITs. Ms. Edwards served as a director of Arbor Realty Trust (NYSE: ABR) from 2005 to 2018 where she served on the Nominating & Governance Committee and the Audit Committee. Ms. Edwards serves on the Board of Trustees of the Darden School at the University of Virginia and is a Chartered Financial Analyst.

Ms. Edwards brings to the Board her background in investment banking and financial services as well as experience in financial and strategic consulting to C-suite executives and boards. Additionally, the Board will benefit from Ms. Edwards’ having served as a public company director of a commercial mortgage REIT for 13 years.

Andrew Fentress, age 52, has been our Chairman since July 2020 and is a directorManaging Partner of ACRES Capital Corp. (“ACRES Capital” and collectively with ACRES Capital, LLC and the Company, “ACRES”) since March 2005.2016 and leads ACRES’ capital markets efforts. Mr. BeachFentress has beenserved as a Managing Director of Beach Investment Counsel, Inc., an investment management firm, since 1997. From 1993at Napier Park Global Capital in the Special Situations group from January 2014 to 1997,September 2016. Mr. BeachFentress was a Senior Analystfounding and DirectorManaging Partner of Research at Widmann, SiffMedley Capital, a private investment firm headquartered in New York from 2006 through March 2014. As a Managing Partner, he shared responsibility for all aspects of the firm’s development to $5 billion of AUM and 60 employees. Mr. Fentress served on the investment committee and oversaw the asset management division of the firm, before selling his interest in 2013. Mr. Fentress began his career with Morgan Stanley & Co., Inc., an investment management firm in 1995 where beginning in 1994, he was responsible for overseeing the firm’s investment decisions for its principal equity products. Before that he was an associateoperations of a global trading team in such sectors as technology, telecommunications and financial analyst at Essex Financial Group, a consulting and merchant banking firm, and an analyst at Industry Analysis Group, an industry and economic consulting firm. Mr. Beach has served as a director of The Bancorp, Inc., a publicly-traded (NASDAQ: TBBK) bank holding company, and its subsidiary bank, The Bancorp Bank, since 1999. Mr. Beach also served on the board of directors of FinTech Acquisition Corp. from November 2014 until July 2016, and served on the board of directors of FinTech Acquisition Corp. II from August 2016 until July 2018. Mr. Beach also served as a director of Institutional Financial Markets, Inc. and its predecessor, Cohen & Company, a publicly-traded (NYSE MKT: IFMI) financial services company specializing in credit related fixed income investments, from December 2009 to 2013.media.

Mr. BeachFentress brings over 25 years of business and financial experience to the Board as well as almost 20 years of collective service on various boards of directors. In addition, theBoard. The Board will benefit from hisMr. Fentress’s extensive experience in finance and investment management as well as his strong financial

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background. Mr. Fentress’s knowledge in the real estate industry enables him to provide valuable insight into the current state of the commercial real estate markets. Additionally, his business acumen and experience in founding and managing companies enable him to provide the Board with leadership and financial expertise as well as insight to assist with the Company’s growth, operations and development.

Jeffrey P. CohenMark S. Fogel, age 51,53, has been a director and our President and Chief Executive Officer since September 2016.July 2020. Mr. Cohen has served as an Executive Vice President of Resource America since September 2016. Mr. Cohen has served as President ofFogel C-IIIco-founded ACRES Capital Partners LLC(“C-III”), a diversified commercial real estate servicesin 2012 and investment management company, since January 2019. He previously served as an Executive Managing Director ofC-III from January 2011 to December 2018, during which period he had primary responsibility forleads its mergers and acquisitions and corporate finance activities. Mr. Cohen has also served as the President of Island Capital Group LLC (“Island Capital”), a leading real estate merchant bank that externally manages and controls C-III, since September 2006and has been a principal of Island Capital since it was established in 2003. Prior to joining Island Capital in 2003, Mr. Cohen was an Executive Vice President of Insignia Financial Group, Inc. (NYSE: IFS) from 1997 to 2003. Before joining Insignia, Mr. Cohen served as a corporate attorney with the New York City law firm of Rogers & Wells (now Clifford Chance) from 1993 to 1997 where he primarily worked on matters relating to mergers and acquisitions, capital markets and corporate finance. Mr. Cohen is a Trustee of Dean College in Franklin, Massachusetts and serves on its Executive Committee and Finance/Investment Committee.

Mr. Cohen brings to the Board extensive industry experience and strategic planning, executive management and financing experience. In addition, the Board will benefit from the depth and breadth of his experience in investments, mergers and acquisitions and corporate finance as well as his understanding of complex financial transactions.

Andrew L. Farkas, age 58, has been our Chairman since September 2016. Mr. Farkas has servedteam as President and Chief Executive OfficerOfficer. Prior to co-founding ACRES Capital, Mr. Fogel was the head of Resource America since September 2016.Origination and Asset Management at UC Funds from February 2010 through December 2011, responsible for loan production, asset management and special servicing for a diverse portfolio of investments. Mr. Farkas hasFogel served as Chief Executive OfficerSenior Vice President ofC-III, a diversified commercial Asset Management at Arbor Realty Trust (NYSE: ABR) from September 2000 through December 2009. Mr. Fogel served in the Real Estate Investment Banking group at Greenwich Group International from June 1997 through September 2000. Prior to the Greenwich Group, Mr. Fogel served in the Asset Management and Development group at Forest City Ratner from January 1996 through June 1997. Mr. Fogel began his real estate services and investment management company, since it was founded in March 2010. Mr. Farkas has also served as the Managing Member, Chairman and Chief Executive Officer of Island Capital since it was founded in May 2003. Prior to founding Island Capital, Mr. Farkas served as Chairman and Chief Executive Officer of Insignia Financial Group, Inc. (NYSE: IFS), a global real estate services company that he founded in 1990. Mr. Farkas servedcareer as a director ofM-III Acquisition Corp. (NASDAQ: MIIIU) from 2016 until its merger into Infrastructure & Energy Alternatives, Inc., a publicly-traded (NASDAQ: IEA) infrastructure construction company,Finance and Real Estate Property Manager at General Growth Properties in 2018. Mr. Farkas also serves as Graduate Chairman of the Hasty Pudding Institute of 1770, a prestigiousco-ed social institution at Harvard University.June 1994.

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Mr. FarkasFogel brings to the Board over 3525 years of extensive industry experience in commercial real estate and investment experience. Mr. Farkas’ extensive experiencefinance having served in founding, operating and managingexecutive capacities at several prominent commercial real estate finance companies, enablesand oversaw loan production, asset management and special servicing for a diverse portfolio of investments, nationwide. Mr. Fogel’s service as a senior officer for over 6 years at a $3.5 billion publicly traded mortgage REIT, which he helped raise capital and launched a successful specialty finance company during the midst of the financial turbulence of 2008 enable him to provide valuable expertise to usperspectives on investments and his business and industry experience add strategic vision to the Board to assist with our growth, operations and development. Mr. Farkas will be able to draw upon these diverse experiences to provide guidance and leadership.potential financings for investments.

William B. Hart, age 75,78, has been a director since March 2005. Mr. Hart was Chairman of the Board of Trustees of the National Trust for Historic Preservation from 1999 to 2004. He was also a director of Anthem, Inc. (now(formerly Wellpoint, Inc.), a publicly-traded (NYSE: WLP)ANTM) health insurance company, from 2000 to 2004. Mr. Hart was Director of SIS Bancorp from 1995 to 2000. From 1988 to 1999, Mr. Hart served in various positions with Blue Cross/Blue Shield of New Hampshire, ending as Chairman of its Audit Committee and Chairman of its Board of Directors from 1996 to 1999. He also previously served as President of the Foundation for the National Capital Region, Washington, DC and President of The Dunfey Group, a private investment firm. He also previously served as a director of First NH Banks where he was Chairman of the Audit Committee from 1992 to 1994.

Mr. Hart has extensive experience in finance and investment management, both as an officer and director of banks and insurance companies, as well as an officer of a private investment firm. Mr. Hart also brings significant experience from his prior service as a director of public and private companies.

Gary Ickowicz, age 63,66, has been a director since February 2007. Mr. Ickowicz has been the Managing Partner of IR Capital LLC, a real estate company that owns and operates real estate assets in the New York Metropolitan area since 2008. He was a Managing Principal of Lazard Freres Real Estate Investors, a manager of funds invested in debt and equity securities of North American real estate assets and enterprises, from 2001 to 2011. He was a director of Lazard Freres’s real estate investment banking unit from 1989 through 2001. Since 2000 he has been a director of Grant Street Settlement, and since 2002 he has been a director of NCC/Neumann, bothnot-for-profit developers of senior housing. From 2001 to 2011, he was a director of Commonwealth Atlantic Properties, Inc., a privately-held REIT. Mr. Ickowicz previously served as a director of Kimsouth, Inc., a joint venture with Kimco Realty Corporation, a publicly-traded (NYSE: KIM) REIT.

Mr. Ickowicz has broad real estate and real estate finance experience as a principal in the real estate operations of an international investment bank. The Board will also benefit from his prior experience as a director of a REIT and his experience as a director of several real estate ventures.

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Steven J. Kessler, age 76,79, has been a director since November 2009 and served as our Chairman from November 2009 until September 2016. Mr. Kessler is a founding co-managing member of RSR SC LLC since November 2015 as well as a member of RSR Sycamore GP LLC since September 2016, RSR Sycamore GP II, LLC since August 2018, RSR Sycamore GP III, LLC since December 2020 and RSR EB5 Regional Center since December 2020, each of which operates under the EB-5 Immigrant Investor Program which was created by Congress in 1990 to stimulate the U.S. economy through job creation and capital investment by foreign investors. Mr. Kessler served as our Senior Vice President-Finance from September 2005 to November 2009 and, before that, served as our Chief Financial Officer, Chief Accounting Officer and Treasurer from March 2005 to September 2005. Mr. Kessler was Executive Vice President of Resource America, Inc. from 2005 until September 2016 and was Chief Financial Officer from 1997 to December 2009 and Senior Vice President from 1997 to 2005. He was a Trustee of GMH Communities Trust, a then publicly-traded specialty housing REIT, from 2004 to 2008 when it was sold. He previously served as Vice President - President—Finance and Acquisitions at Kravco Company, a shopping center developer and operator. Prior to that time, he was employed as Chief Financial Officer and Chief Operating Officer by Strouse Greenberg & Co., a regional full service real estate company. Before that, he was a partner at Touche Ross & Co. (now Deloitte & Touche LLP), independent public accountants.

Mr. Kessler has a significant financial and accounting background in real estate as the former Chief Financial Officer of Resource America, Inc. and, previously, as a principal financial officer for major operators of commercial real estate. Mr. Kessler also brings a deep knowledge of the Company resulting from his prior service as Chairman from 2009 to 2016 and as a member of the Investment Committee.

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Murray S. Levin, age 76,79, has been a director since March 2005. Mr. Levin is a specialsenior counsel at Troutman Pepper, Hamilton LLP, a law firm with which he has been associated since 1970. Mr. Levin served as the first American president of the Association Internationale des Jeunes Avocats (Young Lawyers International Association), headquartered in Western Europe. Mr. Levin serves as a board member of several charitable, educational and legal entities. He is a past president of the American Chapter and a member of the board of governors of the Union Internationale des Avocats (International Association of Lawyers), a Paris-based organization that is the world’s oldest international lawyers association.

Mr. Levin has a lengthy and diverse legal background and has practiced complex litigation law for over 40 years. Having served as a corporate director and committee member in various capacities for 1716 years, Mr. Levin offers a unique and invaluable perspective into corporate governance matters.

P. Sherrill Neff, age 67,70, has been a director since March 2005. Mr. Neff is a founding partner of Quaker Partners, a health care venture and growth equity fund manager, with which he has been associated since 2002. From 1994 to 2002, he was President, Chief Operating Officer and Chief Financial Officer, and from 1994 to 2003, a director of Neose Technologies, Inc., a then publicly-traded life sciences company. Mr. Neff previously held positions as a senior executive of U.S. Healthcare, a leading publicly traded healthcare company; as a Managing Director in the Investment Banking Division of Alex. Brown & Sons, Inc.; and as a corporate attorney at Morgan, Lewis & Bockius. From 2017 to 2020, Mr. Neff was also a director of Resource America from 1998 to 2005. Since 2017, Mr. Neff has been a director of KBL Merger Corp. IV, a publicly-traded (NASDAQ: KBLM) special purpose acquisition company.company until its merger with 180 Life Sciences Corp. (NASDAQ: ATNF). Mr. Neff is on the boardsboard of directors of twoone privately held Quaker Partners portfolio companies. Mr. Neff was also a director of Amicus Therapeutics, a publicly-traded (NASDAQ: FOLD) biopharmaceutical company, from 2005 to 2011, and Regado BioSciences, Inc., a publicly traded (NASDAQ: RGDO) biopharmaceutical company, from 2012 until its merger into Tobira BioSciences, a publicly-traded (NASDAQ: TBRA) biopharmaceutical company in 2015 and Cempra, Inc., a publicly-traded (NASDAQ: CEMP) biopharmaceutical company, from 2011 until its merger into Melinta Therapeutics, Inc., a publicly traded (NASDAQ: MLNT) biopharmaceutical company in 2017. Until 2013, he was a member of the board of directors of the National Venture Capital Association.company.

Mr. Neff has significant experience in investments, operations and finance as a principal or officer of a venture fund and various public companies and, prior thereto, as an investment banker. The Board benefits from his investment expertise as well as his valuable financial experience.

Henry R. Silverman, age 78, has been a director since June 2017. Mr. Silverman has been the Managing Member, Chief Executive Officer and a principal owner of 54 Madison LLC, a real estate development company, since June 2015. From January 2012 to May 2015, Mr. Silverman served as the Global Head of Real Estate and Infrastructure at Guggenheim Partners, LLC, a private equity firm. From 2007 through 2011, Mr. Silverman was Chief Operating Officer, a director, Vice Chairman of the Board and a member of the Executive Committee of Apollo Global Management, a private equity firm. From 1990 through 2006, Mr. Silverman was Chairman of the Board and Chief Executive Officer of Cendant Corporation, a global provider of consumer and business services within the travel and residential real estate sectors. In 2006-2007, Mr. Silverman conceived and executed a plan to separate Cendant into nine individual, now public, companies. Prior to Cendant, Mr. Silverman served as Chief Investment Officer of two private equity funds, Reliance Capital Group, and Blackstone Capital Partners I. While at Reliance, Mr. Silverman founded Telemundo, the Spanish-language television network, where he served as Chairman and Chief Executive Officer from 1997 until 2002 when it was sold to General Electric. Mr. Silverman is Chairman of the Jacob K. Javits Convention Center and an Overseer of the NYU Langone Medical Center.

Mr. Silverman brings over 50 years of business experience to the Board. Mr. Silverman has extensive experience as managing member, chief executive officer and a principal owner of a real estate development company as well as extensive operating and investment experience from his work with private equity firms. The Board also benefits from Mr. Silverman’s business acumen, as demonstrated by his role in building Cendant Corporation into a multibillion dollar business services company.

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Stephanie H. WigginsDawanna Williams, age 53, has been a director since June 2013.2021. Ms. Wiggins was Executive Vice PresidentWilliams is the founder of Dabar Development Partners, a real estate development and Chief Investment Officer forinvestment firm focused on theAFL-CIO Housing Investment Trust from 2000 conversion, renovation and new construction of real estate properties primarily in New York City, and serves as its Managing Principal since September 2003. From August 2010 to January 2019. She alsoDecember 2013, Ms. Williams served as General Counsel of Victory

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Education Partners and prior to that, served as a director for Building America CDE, a wholly-owned subsidiarycommercial real estate senior associate at Sidley Austin LLP from May 1999 to August 2003, and as an associate at Paul Hastings from July 1996 to March 1999. Ms. Williams serves on the Board of theAFL-CIO Housing Investment Trust from 2011 to January 2019. From 1997 to 2000, Ms. Wiggins served in various positions at Prudential Mortgage Capital Company, culminating as Director and Senior Investment Officer. She previously served as a Senior Underwriter and Review Appraiser at Green Park Financial (currently d/b/a Walker & Dunlop). Ms. Wiggins New York Real Estate Chamber since 2014, is a member of the Urban Land Institute, National Housing Conference and Mortgage Bankers Association of America. Ms. Wiggins also serves as theco-chair of the corporate sponsorship committee and vice chair of the board of the D.C. Metro Chapter of The Twelve Days of Christmas, Inc., a nationalnon-profit organization,New York City Trust for Cultural Resources since 2017 and serves on the boardBoard of directorsDirectors of the Campagna Center, anon-profit organization located in Alexandria, Virginia.Apollo Theater since 2018, chairing its Real Estate Committee.

Ms. WigginsWilliams has over 30approximately 20 years of experience in the real estate finance arena. Ms. Wiggins bringsindustry and as a real estate development executive and strategic advisor, she will bring broad leadership experience to the Board. Additionally, Ms. Williams’ extensive experience with, and strong record of success in investing in, real estate-related assets will provide our Board with valuable insights into developments in our industry. The Board will also benefit from her extensivecombined business and commercial real estate finance experience, including fund management, underwriting, originating and valuing income-producing real estate, as well as her valuable experience as an officer of several real estate companies.legal experience.

Non-Director Executive Officers

Robert C. Lieber, age 64, has been our Chief Executive Officer since September 2016 and also served as our President from September 2016 to May 2017. Mr. Lieber has served as an Executive Vice President of Resource America since September 2016. Mr. Lieber also serves as an Executive Managing Director of both Island Capital andC-III, after having served under New York City Mayor Michael R. Bloomberg as Deputy Mayor for Economic Development from January 2007 to July 2010. Prior to joining the Bloomberg administration, Mr. Lieber was employed by Lehman Brothers Holdings Inc. for 23 years, serving most recently as a Managing Director of a real estate private equity fund and previously as the Global Head of Real Estate Investment Banking. Mr. Lieber also serves as a director of Tutor Perini Corporation, a publicly-traded (NYSE: TPC) general contracting and construction management company, and Resource Real Estate Opportunity REIT, Inc. (“Resource Opportunity REIT”), anon-traded real estate investment trust sponsored by Resource Real Estate, LLC. Mr. Lieber served as a director of ACRE Realty Investors Inc., formerly a publicly-traded (NYSE MKT: AIII) commercial real estate company, from January 2015 to April 2018. He served as a board member and secretary of the board as well as a trustee for the Urban Land Institute and formerly served as chairman of the Zell-Lurie Real Estate Center at The Wharton School, University of Pennsylvania.

Matthew J. Stern,age 45, has been our President since May 2017. Mr. Stern has served as an Executive Vice President of Resource America, Inc. since September 2016. Mr. Stern has been an Executive Managing Director of Island Capital andC-III since January 2019, and from April 2010 to December 2018 he served as a Senior Managing Director of those entities, focusing primarily on mergers and acquisitions, corporate finance and business development activities. Prior to joining Island Capital andC-III in 2010, Mr. Stern served as Managing Director of Centerline Capital Group’s (NASDAQ: CLNH) (“Centerline”) investment banking and corporate finance groups, where he had primary responsibility for Centerline’s mergers and acquisitions and corporate finance functions from 2006 to 2010. Before joining Centerline, Mr. Stern worked in the Global Mergers & Acquisitions Group of Lehman Brothers Holdings Inc., working primarily on mergers and acquisitions, capital markets and corporate finance transactions.

David J. Bryant, age 61,64, has been our Senior Vice President, Chief Financial Officer and Treasurer since June 2006, and was our Chief Accounting Officer from 2006 to 2014. From 2005 to 2006 Mr. Bryant served as Senior Vice-President, Real Estate Services, at Pennsylvania Real Estate Investment Trust, a publicly-traded (NYSE: PEI) REIT principally engaged in owning, managing, developing and leasing malls and strip centers in the eastern United States. From 2000 to 2005, Mr. Bryant served as PEI’s Senior Vice President-Finance and Treasurer, and was its principal accounting officer. Prior to that time, Mr. Bryant was Vice President-Finance and Controller at PEI and its predecessor, The Rubin Organization. Mr. Bryant serves as vice chairman of the board of the Freire and TECH Freire charter schools in Philadelphia, Pennsylvania. Mr. Bryant is anon-active certified public accountant.

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Michele R. WeisbaumJaclyn A. Jesberger, age 58, 44,has been our Chief Legal Officer, Senior Vice President and Secretary since September 2016.July 2020. Ms. WeisbaumJesberger has been Chief Legal Officer, Senior Vice President and Secretary of Resource Opportunity REIT since June 2009, of Resource Real Estate Opportunity REIT II, Inc. (“Resource Opportunity REIT II”) since October 2012, and of Resource Apartment REIT III, Inc. (“Resource Apartment REIT”) since July 2015. Ms. Weisbaum has also served as a Senior Vice President and Chief Legal Officer of Resource America since September 2016 and an Executive Vice President, General Counsel and SecretaryChief Compliance Officer at ACRES Capital since June 2015. Ms. Jesberger served as Associate General Counsel at Arbor Commercial Mortgage, LLC, the external manager of ResourceArbor Realty Trust, Inc. (NYSE: ABR), from August 2009 through June 2015. Prior to joining Arbor Commercial Mortgage, LLC, Ms. Jesberger was an Associate and then a Vice President in the Real Estate Finance and Securitization group at Credit Suisse LLC since April 2017from March 2004 through August 2009. Ms. Jesberger began her career at Cadwalader, Wickersham and prior to that served as its Senior Vice President, since January 2014, Vice President from August 2007 to December 2013, and General Counsel and Secretary, since August 2007. Ms. Weisbaum joined Resource Real Estate in October 2006 from Ledgewood Law,Taft LLP, a Philadelphia-basedNew York based law firm, in 2001 where she practiced commercial real estate law as an associate and later as a partner of the firm. Prior to Ledgewood, Ms. Weisbaum was a Vice President and Assistant General Counsel at the Philadelphia Stock Exchange.

Paul A. Hughson, age 57, has been our Executive Vice President since September 2017 and leads the Company’s commercial real estate lending activities.Mr. Hughson is an Executive Managing Director of Island Capital, which he joined in 2009. Since its formation in 2010, Mr. Hughson has also served as an Executive Managing Director ofC-III. Before joining Island Capital, Mr. Hughson was a member of the Lehman Brothers Global Real Estate Group for 15 years, where he was the head of global credit distribution. Mr. Hughson joined Lehman Brothers in 1993. Prior to Lehman Brothers, he was a real estate attorney at the law firm Thacher Proffitt & Wood. Mr. Hughson served as a director of Resource Apartment REIT, anon-traded real estate investment trust sponsored by Resource Real Estate, LLC, from September 2016 to April 2018.

Thomas C. Elliott, age 46, has been our Executive Vice President - Finance and Operations since February 2017 and was our Senior Vice President - Finance and Operations from September 2006 to February 2017 and, prior to that, was our Chief Financial Officer, Chief Accounting Officer and Treasurer from September 2005 to June 2006. He was our Senior Vice President - Assets and Liabilities Management from June 2005 until September 2005 and, before that, served as our Vice President - Finance from March 2005. Mr. Elliott has been Chief Financial Officer of Resource America since December 2009, Executive Vice President since September 2016 and Senior Vice President since 2005. He was Senior Vice President - Finance and Operations of Resource America from 2006 to December 2009; Senior Vice President - Finance from 2005 to 2006 and Vice President - Finance from 2001 to 2005. Prior to that time, Mr. Elliott was a Vice President at Fidelity Leasing, Inc., a former equipment leasing subsidiary of Resource America, where he managed all capital market functions, including the negotiation of all securitizations and credit and banking facilities in the U.S. and Canada. Mr. Elliott also oversaw the financial controls and budgeting departments.associate.

Eldron C. Blackwell, age 40,43,has been our Vice President and Chief Accounting Officer since March 2014. Mr. Blackwell was the Assistant Controller for New Penn Financial, LLC, a residential mortgage lender, from March 2013 to March 2014. From September 2001 to March 2013, he was a Senior Manager in the audit practice of the global accounting firm Grant Thornton LLP. Mr. Blackwell serves as board chair for Build the Future EducationFreire Schools Collaborative in Philadelphia, Pennsylvania.

Other Significant Employees

The following sets forth certain information regarding other significant employees of Resource America,C-IIIACRES Capital and ExantasACRES Capital, Manager Inc.LLC (our “Manager”) who provide services to us:

George E. CarletonMichael Pierro, age 61, has been an Executive Vice President of Resource America since September 2016. Mr. Carleton is an Executive Managing Director of Island Capital, which he joined when the company was formed in 2003. Since its formation in 2010, Mr. Carleton has also served as an Executive

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Managing Director ofC-III. Mr. Carleton has served as President and Chief Operating Officer of Resource Opportunity REIT since June 2017. He has served as a director of Resource Opportunity REIT II since September 2016 and as its President and Chief Operating Officer since June 2017. Mr. Carleton has served as a director of Resource Apartment REIT since April 2018 and as its President and Chief Operating Officer since June 2017. Prior to joining Island Capital, Mr. Carleton was a Senior Managing Director of Insignia Financial Group, Inc. (NYSE: IFS) from 1993 to 2003. Prior to joining Insignia, he held various positions at Travelers Insurance Real Estate Department, which he joined in 1981.

Kyle Geoghegan, age 50, has been our Senior Vice President - Loan Originations since 2007.June 2020 and previously served as Vice President from June 2018 to June 2020. Mr. Geoghegan has been aPierro also serves as Managing Director and Chief Credit Officer of Resource Real Estate Funding,ACRES Capital, LLC a real estate subsidiary of Resource America, since July 20062020 and is based in Los Angeles. Mr. Geoghegan worked at Bear Stearns from January 1998 to May 2006, serving as a Managing Director whoco-managed the Bear Stearns Commercial Mortgage office in Los Angeles. Prior to joining Bear Stearns, Mr. Geoghegan spent four years as a real estate loan officer at PNC Bank in Philadelphia, PA, primarily originating construction and bridge loans.

Darryl Myrose, age 45, has been our Senior Vice President - Loan Originations since 2007. Mr. Myrose has been a Managing Director of Resource Real Estate Funding since July 2006 and is based in Los Angeles. Mr. Myrose worked at Bear Stearns from April 1996 to May 2006, serving as a Managing Director whoco-managed the Bear Stearns Commercial Mortgage office in Los Angeles. Prior to joining Bear Stearns, Mr. Myrose was employed with Clarion Advisors (formerly Jones Lang Wootton Realty Advisors) where he was an asset management analyst.

Michael Pierro,age 47, has been our Vice President since June 2018. Mr. Pierro joinedC-III as a Director in March 2010, became a Managing Director in April 2011 and haspreviously served as a Senior Managing Director since January 2015. Mr. Pierro has also been a Vice President ofC-III Commercial MortgageCapital Partners LLC since(“C-III”) from January 2015 to July 2020, and previously served as Managing Director from April 2011 to January 2015 and Director from March 2010 to April 2011. Mr. Pierro is responsible for capital markets activities including structuring, hedging and financing operations of the Company andC-III Commercial Mortgage. Prior to joiningC-III’s predecessor Centerline in 2008, he worked at Nomura Securities from May 2001 to May 2008 where he was a member of its Credit Committee and primarily responsible for CDO banking as a director of the CMBS CDO Banking Group from April 2007 to May 2008, and prior to that as a director and Head of Credit and Market Risk Management for Mortgage Finance. Mr. Pierro worked at Prudential Securities Incorporated from August 1998 to May 2001,

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Landesbank Hessen-Thuringen (Helaba) from June 1997 to August 1998 and Chase Manhattan Bank from June 1994 to June 1997, in the commercial real estate origination, underwriting and corporate risk management areas.

Shannon StottsKyle K. Brengel, age 45,31, has been our Vice President since July 2020. Mr. Brengel has served as Chief Operating Officer of ACRES Capital, LLC since July 2020 and, before that, served as Managing Director and Chief Credit Officer of Resource Real Estate Funding for the loan origination platform sincefrom January 2020 to July 2017. Ms. Stotts has served2020, as Vice President of RCC Real Estate, Inc. since MarchDirector from January 2018 to January 2020 and Vice President of Resource Real Estate, Inc. sincefrom January 2017 to January 2018. Ms. Stotts worked atTen-X, as HeadPreviously, Mr. Brengel was a member of Napier Park Global Capital’s Special Situations team from June 2015 through December 2016, on Ares Management Corporation’s Direct Lending team from October 2013 through June 2015, and on Duff and Phelps Advisory team from July 2012 through October 2013.

Richard A. Persaud, age 35, has been our Vice President – Finance and Operations since September 2020. Mr. Persaud has been Chief Financial Officer of ACRES Capital Markets, from November 2015since June 2020. From August 2008 to June 2017 and worked at Natixis Real Estate Finance from October 2011 to November 2015 where she led the Floating Rate Capital Markets team. Prior to joining Natixis, Ms. Stotts worked at Lehman Brothers2020, Mr. Persaud served as a senior manager in the Global Real Estate Group from 2000 to 2011.real estate assurance practice of Ernst & Young LLP where he audited financial statements for a diverse group of real estate clients including publicly traded real estate investment trusts, commercial real estate owners/operators, real estate developers, and private equity funds.Mr. Persaud is a Certified Public Accountant and Certified Internal Auditor.

CORPORATE GOVERNANCE

Our Board of Directors and Its Committees

Our common stock is listed on the NYSE under the symbol “XAN,“ACR,” and we are subject to the NYSE’s listing standards. The Board has determined that each of Messrs. Beach, Hart, Ickowicz, Kessler, Levin and Neff and Silvermaneach of Mss. Edwards and Ms. WigginsWilliams satisfies the requirement for independence set out in Section 303A.02

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of the rules of the NYSE and that each of these directors has no material relationship with us (other than being a director and/or a stockholder). In making its independence determinations, the Board sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his or her immediate family or affiliates and our Company and our affiliates and did not rely on categorical standards other than those contained in the NYSE rules.

The Board held a total of 1511 meetings during fiscal year 2018.Each2021. Each of the directors attended at least 75% of the total number of meetings of the Board and (if applicable) of the committees on which he or she served during fiscal year 2018.2021.

The Board has four standing committees: the Audit Committee; the Compensation Committee; the Nominating, Environmental, Social and Governance Committee; and the Investment Committee. All of the members of each committee, other than the Investment Committee, are “independent” directors as that term is defined in the NYSE’s listing standards.

The Board believes that its structure and processes provide each director with an equal stake in the Board’s actions and oversight role and make them equally accountable to stockholders.

Executive Sessions. As set forth in our Corporate Governance Guidelines and in accordance with NYSE listing standards, thenon-management directors have the opportunity to meet in executive sessions quarterly without management. The director who presides at these meetings is rotated among the chairs of the Audit Committee, Compensation Committee and Nominating, Environmental, Social and Governance Committee in the following order: Audit Committee chairman; Compensation Committee chairman; and Nominating, Environmental, Social and Governance Committee chairman. The Board believes that this rotation provides different directors the opportunity to guide the Board’s agenda and facilitates collegiality among board members.

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Interested parties wishing to communicate directly with thenon-management directors may contact the chairman of the Audit Committee, P. Sherrill Neff, at Quaker BioVentures, Cira Centre, 2929 Arch Street, Philadelphia, Pennsylvania 19104.c/o ACRES Commercial Realty Corp., 390 RXR Plaza, Uniondale, New York 11556.

Board Self-Assessment. The Board is focused on enhancing its performance through a rigorous assessment process of the effectiveness of the Board and its committees. Pursuant to our Corporate Governance Guidelines and the charter of the Nominating, Environmental, Social and Governance Committee, every year our Nominating, Environmental, Social and Governance Committee oversees the evaluation process to ensure that the full Board conducts an assessment of its performance and effectiveness and solicits feedback for enhancement and improvement. Directors are provided with a questionnaire that they can complete to evaluate the Board and the committees, specifically focusing on areas of potential improvement. The Nominating, Environmental, Social and Governance Committee reviews the feedback and then discusses it with the full Board. The evaluation process is designed to facilitate ongoing, systematic examination of the Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures.

Service on Other Boards of Directors. While service on the boards of directors of other companies provide valuable governance and leadership experience, such service may require a commitment of significant time and attention. As a result, under our Corporate Governance Guidelines, no director may serve on more than three other public company boards without the Board’s consent. Currently, none of our directors serve on any other public company boards.

Board Refreshment. Rather than impose arbitrary limits on service, we believe that board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure that the evolving needs of the Board are met. The Board regularly assesses its composition to ensure it has the right mix of skills and experiences. Each year, the Nominating, Environmental, Social and Governance Committee performs a robust review before recommending the renomination of any sitting director. Our approach balances the need to bring in fresh perspectives without the disadvantage of losing the contributions of directors who have been able to develop, over a period of time, enhanced insight into our Company and our operations. We believe that our directors who have longer-term experience with us have gained a level of familiarity with our operations that enable them to make valuable contributions to Board deliberations. As such, our Corporate Governance Guidelines provides that our Nominating, Environmental, Social and Governance Committee will review each director’s continuation on the Board annually.

Audit Committee. The Audit Committee reviews the scope and effectiveness of audits by the internal and independent accountants, is responsible for the engagement of independent accountants and reviews the adequacy of our internal financial controls. MembersThe Audit Committee is currently composed of the committee since the last annual meeting are Messrs. Neff (Chairman), Beach and Hart and Kessler and Ms. Wiggins.Edwards. The Board has determined that each member of the Audit Committee meets the independence standards for Audit Committee members set forth in the NYSE listing standards and in the Securities Exchange Act of 1934 (the “Exchange Act”) and that each of Messrs. Beach andMr. Neff qualifies as an “audit committee financial expert” as that term is defined in the NYSE and Exchange Act rules and regulations. The committee held fourfive meetings during fiscal year 2018.2021. The Audit Committee charter is available on our website atwww.exantas.com, www.acresreit.com, and we will provide a printed copy to any stockholder who requests it.

Compensation Committee. The principal functions of the Compensation Committee are to:

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Under the management agreement with our Manager, our Manager assumes principal responsibility for managing our affairs and providing the personnel that we need to conduct our operations. Our Manager and its

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affiliates are responsible for paying the compensation of all such personnel and, consequently, such personnel do not receive separate compensation from us. However, we reimburse our Manager for all or a portion of the wages, salary and benefits established and paid by our Manager or an affiliate to our Chief Financial Officer and several accounting, finance, legal, tax and investor relations professionals.

The members of the committee since the last annual meeting are Messrs. BeachKessler (Chairman), Levin and Neff. The committee held one meetingfive meetings during fiscal year 2018.2021. The Compensation Committee Charter is available on our website atwww.exantas.com, www.acresreit.com, and we will provide a printed copy to any stockholder who requests it.

Nominating, Environmental, Social and Governance Committee.The principal functions of the Nominating, Environmental, Social and Governance Committee (the “Nominating and ESG Committee”) are to:

In 2022, to better address the evolving needs of the company and the evolving regulatory governance landscape, the Board expanded the Nominating and Governance Committee to become the Nominating and ESG Committee and expanded its principal functions to emphasize our commitment to environmental, social, sustainability and corporate responsibility matters.

The committee has not adopted specific, minimum qualifications or specific qualities or skills that must be met by a recommended nominee. The committee seeks to ensure that the members of the Board and each committee satisfies all relevant NYSE listing standard requirements, applicable laws and requirements of our governance documents. Director candidates are typically selected based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and corporate expertise, skills and experience. The committee seeks to achieve a mixture of skills that are related to our business and seeks candidates who have diverse backgrounds and areas of expertise so that each member can offer a unique and valuable perspective. The nature of the specific qualifications, qualities or skills that the committee may look for in any particular director nominee is dependent on the qualifications, experience and skills of the rest of the directors at the time of any vacancy on the Board. We value the benefits that diversity can bring and are committed to the promotion of a diverse management team and Board that reflects the diverse nature of our stockholders and our business. We think broadly about diversity and recognize that it can include, but is not limited to, gender, sexual orientation, ethnicity, generation, age, background, education, experiences, abilities, and skills. We are committed to a diverse and inclusive culture which solicits multiple perspectives and is free of bias and discrimination. We believe that considerations of diversity are, and will continue to be, an important component relating to the Board’s composition.

The Nominating and GovernanceESG Committee identifies director nominees by first evaluating the current members of the Board willing to continue in service. Current members with skills and experience that are relevant to our business and are willing to continue in service are considered forre-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, if the Nominating and GovernanceESG Committee or Board decides not tore-nominate a member forre-election or if we decide to expand the Board, then the committee identifies the desired skills and experience of a new nominee consistent with the Nominating and GovernanceESG Committee’s criteria for Board service. Current members of the Board and management are polled for their recommendations. Research may also be performed or third parties retained to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate potential nominees; however, we may in the future choose to do so.

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The members of the Nominating and GovernanceESG Committee since the last annual meeting are Messrs. Levin (Chairman), BeachIckowicz and Hart.Hart and Mss. Williams and Edwards (Ms. Edwards was appointed in March 2022). The committee took action via unanimous written consent in lieu of a meeting twiceheld five meetings during 2018.2021. Our Corporate Governance Guidelines and Nominating and GovernanceESG Committee charter are both available on our website atwww.exantas.com, www.acresreit.com, and we will provide a printed copy to any stockholder who so requests it.

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Stockholder Recommendations for Director Nominees. The Nominating and GovernanceESG Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third-party search firms and other sources. In evaluating candidates, the committee considers the attributes of the candidate (including skills, experience, international versus domestic background, diversity and legal and regulatory requirements) and the mixture of skills and experience of the members of the Board, and will review all candidates in the same manner, regardless of the source of the recommendation. The Nominating and GovernanceESG Committee does not have a formal policy regarding the consideration of diversity in identifying candidates beyond being committed to ensuring that no person would be excluded from consideration for service as a director as a result of their gender, race, religion, creed, sexual orientation or disability. The committee will consider individuals recommended by stockholders for nomination as a director in accordance with the procedures described under “Stockholder Proposals for the 20202023 Annual Meeting.” Recommendations should include the following:

The Board may also request such additional information concerning the proposed nominee as may be reasonably required to determine whether each person recommended by a stockholder meets the criteria discussed above and to enable us to make appropriate disclosures to stockholders.

Investment Committee. The Investment Committee reviews and approves loan originations and real estate, preferred equity and other investments that are between $35 million and $50 million. Investments that are being used to refinance debt provided by our Manager or its subsidiaries are reviewed and approved by the independent directors of the Investment Committee. Investments under such the $35 million threshold are approved only by our Manager’s investment committee, and investments over suchthe $50 million threshold are reviewed by the Investment Committee and approved by our full Board. The members of the committee are Messrs. FarkasFogel (Chairman), Beach, Ickowicz Kessler and Silverman.Kessler. The committee held three14 meetings during fiscal year 2018.2021.

Stockholder Ability to Amend Bylaws. In March 2020, our Board approved an amendment and restatement of our bylaws to allow our stockholders to amend the bylaws by the affirmative vote of a majority of the votes entitled to be cast on the matter by stockholders entitled to vote. Prior to this amendment, as permitted under Maryland law, our stockholders did not have the right to amend our bylaws. The Board’s decision to adopt this change was the result of extensive consideration and took into account many factors, including our commitment to strong corporate governance practices.

Communication with the Board. The Board has established a process for stockholders to send communications to it. Stockholders may communicate with the Board, or any director or committee chairperson, by writing to such parties in care of Michele R. Weisbaum, Senior Vice President, Chief Legal Officer andJaclyn Jesberger, Secretary, Exantas CapitalACRES Commercial Realty Corp., 1845 Walnut Street, 18^th Floor, Philadelphia, PA 19103.390 RXR Plaza, Uniondale, NY 11556. Communications addressed to the Board generally will be forwarded either to the appropriate committee chairperson, all directors or the individual directors to whom the communication is addressed. Communications may be submitted confidentially and anonymously. Under certain circumstances, we

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may be required by law to disclose the information or identity of the person submitting the communication. No action was taken by the Board as a result of any communication received during fiscal year 20182021 from a stockholder. Some concerns communicated to the Board also may be referred to our internal auditor or our Chief Legal Officer. The Chairman of the Board or the Chairman of the Audit Committee may direct that concerns be presented to the Audit Committee, or to the full Board, or that they otherwise receive special treatment, including retention of external counsel or other advisors.

Attendance at Annual Meetings. We do not have a formal policy regarding Board member attendance at our annual meeting of stockholders. All of our Board members attended last year’s annual meeting of stockholders, and we anticipate that all of them will attend the Meeting.

Director Orientation and Continuing Education. We believe that director orientation and continuing education are important to the Board’s ability to fulfill its responsibilities and enhance the overall effectiveness and performance of the Board. New directors participate in an onboarding process, which includes meetings with senior management, presentations on the Company’s strategic plans, financial statements and key issues, policies and practices. The Company requires directors to participate in continuing education programs on corporate governance, and the Company is a member of the Corporate Board Member Network (formerly known as the Corporate Board Member Institute), which gives directors access to board education programs, conferences and other resources.

Stockholder Engagement. We make a conscious effort to engage with our stockholders, virtually or in person, by regularly attending investor conferences, commercial real estate conferences and holding one-on-one meetings and calls with stockholders and potential investors to gain a better understanding of the issues that are important to them. These meetings include existing stockholders who own our common or convertible securities as well as prospective investors and research analysts. Since our last annual meeting, we have and engaged and continue to engage with many of our stockholders including our largest stockholders. Our management team discusses investment strategies, competitive positioning of the company and our financial performance and historical financial results as well as environmental and sustainability matters. Our continuous dialogue helps ensure that our interests remain well aligned with those of our stockholders.

Board Leadership Structure and Role in Risk Oversight

We have no specific policy with respect toOur Corporate Governance Guidelines provide for the separation of the offices of Chairman and Chief Executive Officer. Currently, Andrew L. FarkasFentress serves as Chairman of the Board and Robert C. Lieber

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Mark Fogel serves as Chief Executive Officer. The Board believes that our Corporate Governance Guidelines provide it with appropriate flexibility to determine from time to timeOfficer and President. We believe separating the leadership structure that best enables us to pursue our business strategies and goals. The Board believes that the most effective leadership structure at the present time is to have separate Chairman of the Board and Chief Executive Officer positions because thisprovides the most effective leadership structure. It allows the Board to benefit from having two strong voices bringing separate views and perspectives to meetings and gives us the benefit of the significant expertise that both Messrs. FarkasFentress and LieberFogel have in finance and real estate.

Risk management, led by our officers and the Board, is a company-wide function that is an integrated effort to identify, assess and manage risks that may affect our ability to execute on our business strategy and fulfill our business objectives. The Board’s role is to oversee this function. The Board continuously reviews our corporate governance structure and evaluates whether any changes are necessary or desirable. As part of this review, in 2021, the Board nominated Mss. Edwards and Williams as directors to strengthen board diversity and they were elected by our stockholders at the 2021 annual meeting.

The Audit Committee enhances the Board’s oversight of risk management. The Audit Committee’s role is also one of oversight, recognizing that management is responsible for executing our risk management policies. The Audit Committee’s responsibilities include discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also discusses guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also oversees our internal audit

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function and is responsible for monitoring the integrity, and ensuring the transparency, of our financial reporting processes and systems of internal controls regarding finance, accounting and regulatory compliance. Additionally, the Audit Committee monitors and evaluates potential credit risks with respect to our investments to address changing conditions as well as oversees the internal controls relating to credit risk management and disclosure. The Audit Committee incorporates its risk oversight function into its regular reports to the Board.

With respect to cybersecurity risk oversight, the Audit Committee receives periodic reports and/or updates from management on the primary cybersecurity risks that we and our Manager face and the measures we are taking to mitigate such risks. Additionally, the Audit Committee receives updates from management regarding changes to our cybersecurity risk profile or certain newly identified risks. The Audit Committee updates the Board on cybersecurity matters.

The Compensation Committee and the Nominating and GovernanceESG Committee assist the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and risks associated with Board organization, membership and structure, succession planning, corporate governance and sustainability and corporate governance.responsibility matters. The Board reviewed with the Compensation Committee its compensation policies and practices applicable to our Manager that could affect our assessment of risk and risk management. Following such review, the Board determined that our compensation policies and practices, pursuant to which we pay no cash compensation to our officers and Resource America’s andC-III’sour Manager’s employees (with the exception of reimbursements for certain officers, which we discuss in the Compensation Discussion and Analysis) because they are compensated by Resource America orC-III, do not create risks that are reasonably likely to have a material adverse effect on us. The Board also considered that while we may grant shares of our stock to our officers, or Resource America’s orC-III’s employees, such grants align their interests with our interests andManager, do not create risks that are reasonably likely to have a material adverse effect on us.

The Investment Committee exercises the authority of the Board to supervise our Manager’s compliance with the investment guidelines approved by the Board and to approve any proposed investments within the limits set forth in the investment guidelines described above.

DiversitySuccession Planning.Although the Board reviews succession and Inclusiondevelopment plans annually, in 2022 we adopted a Succession Planning Policy that governs ACRES. The Succession Planning Policy addresses the succession plan for key positions, including our Chief Executive Officer and Chief Financial Officer, as well as policies for selection and succession in the event of incapacitation, emergency situations, operational needs, retirement or resignation and development plans for potential successors.

Cyber Security.With respect to cybersecurity risk oversight, the Audit Committee receives periodic reports and/or updates from management on the primary cybersecurity risks that we and our Manager face and the measures we are taking to mitigate such risks, including the development and implementation of policies, procedures, standards and technical measures to create an environment that is designed to minimize exposure to cyber threats and recovery from adverse events, if any. Additionally, the Audit Committee receives updates from management regarding changes to our cybersecurity risk profile or certain newly identified risks. The Audit Committee updates the Board on cybersecurity matters. In addition to regularly reviewing and refining our protection strategies, we focus on identification, response, and recovery from a cyberattack. We regularly assess personnel cyber knowledge and conduct cybersecurity training which is an annual requirement for all personnel. We also conduct phishing tests and follow-up education to ensure we are vigilant against this prevalent form of assault on company information.

Business Continuity. We have a business continuity plan to ensure the safety of our personnel, facilities and business functions in the event of a disaster. We have established a corporate culture and company-wide focus on business continuity preparedness. Throughout this process, we reviewed potential disruption scenarios to identify and prioritize the systems and procedures that impact our ability to maintain continuity and have developed the tools and resources to allow us to perform nearly all our corporate functions from remote locations with little to no downtime. We periodically test our preparedness by conducting simulated outages to evaluate the quality of our preparation. Our critical assessment and enhancement of these capabilities has positioned us well for continuing to perform during these challenging times.

Corporate Responsibility: Environmental, Social and Governance

We recognize the importance of environmental, social and governance issues and incorporate these considerations into our business practices and decision-making processes. We are a real estate finance company

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that primarily focuses on originating, holding and managing commercial real estate mortgage loans and equity investments in commercial real estate property through direct ownership and joint ventures. As an externally managed company, our day-to-day operations are managed by our Manager and our executive officers under the oversight of our Board. Our executive officers are employees of our Manager. As such, many of the corporate responsibility initiatives undertaken by ACRES are relevant to and impact our business and the business decisions made on our behalf by employees of our Manager.

Through ACRES, we demonstrate our commitment to corporate responsibility and sustainability that is built on a strong foundation of transparency, governance and ethics. We are committed to operating with integrity, contributing to the local communities surrounding our offices, promoting diversity and inclusion and being thoughtful stewards of natural resources. ACRES also has a dedicated ESG committee that provides oversight and oversees our policies and operational controls for environmental, social and governance risk and is composed of employees from varying departments. The ESG Committee meets regularly to set goals and implementation timelines and monitor progress and results. The ESG Committee is also supported by our Board’s Nominating and ESG Committee that oversees our strategies related to corporate responsibility and sustainability. The ESG Committee is also supported by the full Board and communicates regularly with them as well as across the organization to facilitate continuous improvement. Below are highlights of our corporate responsibility initiatives and those of ACRES that are relevant to us and our business.

Environmental — We are committed to environmental sustainability. As an organization, we believe that we create a relatively small environmental footprint. Nevertheless, we believe in promoting a sustainable environment by using resources as efficiently and responsibly as practicable and we are focused on minimizing the environmental impact of our business where possible.

Sustainability Practices

Commercial Real Estate Sustainability & Investment Process

We evaluate environmental risks associated with our investments as part of the underwriting process. Prior to making an investment, we undertake a comprehensive due diligence analysis, employing internal ESG screening criteria, evaluating ESG risks and opportunities, including climate change risks and other portfolio-wide considerations. Our originations and business development team evaluates the borrower’s and sponsor’s ESG strengths and weaknesses based upon its own internal research process, third party research and diligence

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and conversations with borrowers, counterparties and intermediaries as well as onsite visits and inspections. Our originations and business development team views ESG data as another input alongside traditional fundamental financial analysis when making investment decisions.

We focus on and evaluate environmental risks associated with the properties that secure our loans.

We believe that ESG performance is important not only at the asset level, but also at the borrower’s organizational level. As part of our due diligence process, we ask prospective borrowers to disclose information regarding their ESG-related goals, commitments, and environmental sustainability strategies. Such goals are evaluated by ACRES and represent key considerations in the decision to provide financing. We include representations, warranties and covenants in our loan documents to ensure ongoing sponsor compliance with all applicable environmental laws and receive an environmental indemnity from a creditworthy guarantor, or satisfactory environmental insurance, to provide recourse protection for any potential liability we may incur relating to environmental matters.

We believe the energy and sustainability performance of the properties we finance should be understood and regularly evaluated, both before and after loan approval. We collect information on Leadership in Energy and Environmental Design (LEED) and Building Research Establishment Environmental Assessment Method (BREEAM) certification and ENERGY STAR score/certification of new loan originations.

Sponsor Compliance with Environmental Regulations

ACRES partners with sponsors to remediate any material environmental concerns prior to the origination of a loan and requires documentary provisions, such as representations and warranties, covenants, indemnities and other provisions governing environmental matters to ensure ongoing sponsor compliance with applicable environmental laws.

Climate Change

We are committed to driving down our energy and carbon impacts. We recognize the benefits of helping to reduce greenhouse gas emissions as climate change poses significant risks to the global economy. Our sustainability program is committed to environmentally sustainable initiatives that deliver near-term efficiency, value, and health for our business and community.

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Social — Our greatest strength and most important asset are thenon-executive members of the Board. Through our CodeACRES team, and their overall well-being is paramount. ACRES ensures that its employees have a rewarding, supportive, and healthy working environment in which to thrive, and endeavors to support their success in all things. ACRES provides employees with opportunities for growth and development as well as a wide variety of Business Conductresources to support their work and Ethics, we have policies that prohibitpersonal lives.

Human Capital Management Policies and Practices

Diversity and Inclusion

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Employee Engagement, Training and Development

Employee Benefits

Community

Governance — We are committed to strong alignment with our stakeholders in governance, ethics, and compliance. We operate under a code of business conduct and ethics, and all ACRES employees are required to undertake compliance training annually.

Board Composition and Effectiveness

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Governance Policies

Independent Auditor

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Financial Disclosures

Anti-Corruption and Related Due Diligence

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to all directors, officers and employees. We will provide to any person without charge, upon request, a copy of our code of business conduct and ethics. Any such request should be directed to us as follows: Exantas CapitalACRES Commercial Realty Corp., 1845 Walnut Street, Philadelphia, PA 19103,390 RXR Plaza, Uniondale, NY 11556, Attention: Secretary. Our code of business conduct and ethics is also available on our website atwww.exantas.com. www.acresreit.com.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consisted of Messrs. Beach,Kessler, Levin and Neff during fiscal year 2018. No such person2021. None of them was an officer or employee of ours or any of our subsidiaries or affiliated companies during fiscal year 20182021 or was formerly an officer or employee of ours.ours, with the exception of Mr. Kessler who served as an officer until 2009. None of our executive officers was a director or executive officer of any entity of which any member of the Compensation Committee was a director or executive officer during fiscal year 2018.2021.

Report of the Audit Committee

The Audit Committee has approved the following report.

In connection with its function of overseeing and monitoring the Company’s financial reporting process, and the filing of the Company’s Annual Report on Form10-K for the year ended December 31, 20182021 (the “2018“2021 Annual Report”), the Audit Committee has:

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The Audit Committee has provided this report. This report shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

The Audit Committee of the Board of Directors:

P. Sherrill Neff, Chairman

Walter T. BeachKaren Edwards

William B. Hart

Stephanie H. Wiggins

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2018NON-EMPLOYEE DIRECTOR COMPENSATIONSteven J. Kessler

2021 DIRECTOR COMPENSATION

In this section we describe, or reference, our compensatory arrangements with all persons who served as directors on our Board in 2021. These arrangements include (a) our arrangements with a director who is also a named executive officer, or NEO (defined below), (b) our compensation packages for our directors who are independent and are compensated for their services as a director, and (c) our arrangements with directors who are affiliated with our Manager. Our 2018 compensation package forarrangements with Mr. Fogel, who is a NEO as well as a director, is further described below under “Executive Compensation.” Our arrangements with our non-employee directors are described in this section. As described below in “Certain Relationships and Related Party Transactions,” we are an externally managed REIT and, on July 31, 2020, our management contract was comprised ofacquired from the Prior Manager (defined below) by the Manager (the “ACRES Transaction”). In connection with the ACRES Transaction, two directors affiliated with the Manager, Messrs. Fentress and Fogel, were appointed to the Board. The arrangements with these directors are described in this section in the footnotes to the table below.

Beginning in 2021, non-employee directors receive an annual $100,000 cash (annual retainer) and restricted stock awards.retainer for their compensation (prorated to each director’s anniversary date in 2021), paid quarterly, plus the cash compensation they receive for serving on various committees. The annual pay package is designed to attract and retain highly-qualified, independent professionalsdirectors to represent our stockholders. Our compensation package is also designed to create alignment between our directors and our stockholders through the use of equity-based grants. Each independent director is entitled to compensation consisting of an annual cash retainer of $65,000 and an annual restricted stock award valued at approximately $35,000 on the date of grant, which is the anniversary of the date on which each independent director became a director. In addition, the members of the Investment Committee (Messrs. Beach, Ickowicz Kessler and Silverman)Kessler) each received an additional $30,000 in cash (increased from $20,000 in cash (which was decreased in January 2018 from $100,000)2020), the members of the Audit Committee (Messrs. Neff, Beach and Hart and Kessler and Ms. Wiggins)Edwards (prorated for her service)) each received an additional $10,000 in cash and the members of the Compensation Committee (Messrs. Beach,Kessler, Levin and Neff) each received an additional $5,000 in cash. In addition, the chairmen of the Audit Committee and the Compensation Committee (Messrs. Neff and Beach,Kessler, respectively) each received an additional $5,000 in cash for service as chairmen of those committees.

Directors are also eligible for restricted stock award valued at approximately $5,000.grants that are now tied to our achievement of performance parameters using our book value as a benchmark. See “Compensation Discussion and Analysis” below.

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The following table sets forth director compensation for each of ournon-employee directors for 2018:who served at any time during 2021:

DIRECTOR COMPENSATION TABLE

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program for 2018.2021. We use thisour executive compensation program to attract, motivate and retain our named executive officers (“NEOs”) and other executives. In particular, we will explain how the Compensation Committee of the Board made 20182021 compensation decisions for our 2018 NEOs:

Objectives of Our Compensation Program

WeAs described below in “Certain Relationships and Related Party Transactions,” we are an externally managed byREIT and, on July 31, 2020, we completed the ACRES Transaction whereby our management contract

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(the “Management Agreement”) was acquired from Exantas Capital Manager pursuantInc. (the “Prior Manager”). Under our Management Agreement as in effect with the Prior Manager and the Manager during 2020, the manager is required to provide us with a management agreement amongteam, including a Chief Executive Officer and President, along with appropriate support personnel, to provide the management services to be provided by the manager to us. The Management Agreement also provides that the members of that team will devote such of their time to our management as may be reasonably necessary and appropriate, commensurate with our level of activity from time to time. However, the Management Agreement requires that the Manager Resource Americaprovide us with a Chief Financial Officer who shall be fully dedicated to us and us. Wea sufficient amount of services of additional accounting, finance and investor relations professionals. The Management Agreement provides that, without regard to the amount of compensation received under the Management Agreement by the Manager, the Manager bears the expense of the wages, salaries and benefits of the Manager’s officers and employees, with the exception that we bear the expense of the Chief Financial Officer and the professionals and employees of any defined ancillary operating subsidiaries we may establish, in proportion to their percentage of time dedicated to our operations.

As a result of these arrangements under the Management Agreement, we do not have any employees. All of our NEOs are employees ofC-III or Resource America. our Manager provided to be part of our management team. We have not paid, and do not intend to pay, any cash compensation to our NEOs. We doPursuant to these arrangements, we reimburse Resource Americaour Manager for the wages, salary and benefits paid to certain of our NEOs in proportion to their time allocated to our business as described below under “Setting Executive Compensation – Manager and Company Roles.”

In previous years, we have made equity incentive awards to our NEOs from time to time. Our philosophy and process in making these awards are described below under “Setting Executive Compensation – Company Equity Incentives.”

Setting Executive Compensation

Manager and Company Roles. Our NEOs are employees of our Manager and the determination of the base salary and cash incentive compensation paid to our NEOs is made solely by our Manager. The base salaries and cash incentive compensation paid to our Chief Financial Officer and Chief Accounting Officer are presented to the Compensation Committee for approval. The Compensation Committee also approved the allocated portion of our Chief Legal Officer’s base salary and bonus that was allocated to us for 2021. The analyses and determinations for our NEOs’ compensation are not based upon any particular compensation matrix or formula, but are instead based upon qualitative evaluations of their contributions to the Company.

Pursuant to the Management Agreement, we reimburse our Manager for the wages, salary and benefits paid to our Chief Financial Officer and Chief Accounting Officer andOfficer. Our Manager has allocated a portion of Mr. Elliott’sour Chief Legal Officer’s salary to us for reimbursement and we also reimburse our Manager for the wages, salaries and benefits of certain of its employees who provide services to us. Subject to the exceptions noted above, our Manager bears the expense of the wages, salaries and benefits of the Manager’s officers and employees providing service to us.

We pay fees to our Manager pursuant to the Management Agreement, and although we do not control how such fees are allocated by ACRES Capital or our Manager, we believe that an unspecified portion of the base salary and benefits. With the exception of our Chief Financial Officer who is fully dedicatedcash incentive compensation paid to our operations,NEOs is derived from fees paid by us. As discussed above, the management agreementManagement Agreement does not require our NEOs to dedicate a specifiedspecific amount of time to fulfilling the Manager’s obligations to us under the management agreementManagement Agreement (except for our Chief Financial Officer who shall be fully dedicated to us) and does not require a specific amount or percentage of the fees paid to the Manager to be allocated to the NEOs. Our Manager does not compensate its employees specifically for such services because these individuals also provide management and other services to other entities that are sponsored, managed or advised by affiliates of the Manager. As a result, the Manager is unable to segregate and identify the portion of the compensation paid or awarded to the NEOs by the Manager that relates solely to their services to us. Accordingly, we disclose the cash amounts paid by ACRES to our NEOs for which we reimburse our Manager

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and previously reimbursed Resource America prior to the ACRES Transaction, in the Summary Compensation Table below. However, based upon discussions with our Manager, we estimate that the aggregate cash compensation paid to our NEOs that may reasonably be associated with their management of our company totaled approximately $2.2 million in 2021. This aggregate amount represents approximately 19% of the $11.6 million in total base management fees and expense reimbursements paid or accrued by us to our Manager in fiscal year 2021. Of this $11.6 million, we estimate that approximately 11% represented fixed compensation (e.g., salaries) and 8% represented variable compensation (e.g., performance-based bonuses). Our Manager did not use a specific formula to calculate the variable pay portion of our NEOs’ compensation. Generally, our Manager takes into account a number of factors such as the individual’s position, his or her contributions to the business, the performance of the company and market practices, and applies its discretion in considering and weighing such factors.

Company Equity Incentives. Prior to the ACRES Transaction, our Compensation Committee, has, from time to time, granted equity awards in the form of restricted stock to our NEOs pursuant to our Amended and Restated Omnibus Equity Compensation Plan.omnibus equity compensation plan, as amended from time to time. These awards arewere designed to align the interests of our NEOs with those of our stockholders, by correlating their compensation to the performance of our stock and by allowing them to share in the creation of value for our stockholders through stock price appreciation and dividends. These equity awards are subject to time-based vesting requirements designed to promote the retention of management, incentivize long term objectives and achieve strong performance for us. These awards further provide us flexibility in our ability to enable Resource America andC-III to attract, motivate and retain talented individuals for our Manager.

Setting Executive Compensation

Our NEOs are employees of Resource America orC-III. The base salaries and cash incentive compensation paid to our Chief Financial Officer and Chief Accounting Officer are recommended by our Chief Executive Officer to the Compensation Committee for approval. The determination of the base salary and cash incentive compensation paid to our other NEOs is made solely by Resource America and/orC-III, as applicable. The analyses and determinations for our NEOs’ compensation are not based upon any particular compensation matrix or formula, but are instead based upon qualitative evaluations of their contributions to the Company. Resource America determines the base salary and bonus for Mr. Elliott and has allocated a portion of his wages, salary and benefits to us for reimbursement to Resource America beginning on July 1, 2017. Approximately 41% of the cash and stock award compensation paid to Messrs. Bryant, Elliott and Blackwell was for fixed pay (i.e., base salary) and approximately 59% was for incentive pay (i.e., cash bonus and stock award). We pay fees to our Manager pursuant to the management agreement, and although we do not control how such fees are allocated by Resource America orC-III, we believe that an unspecified portion of the base salary and cash incentive compensation paid to our NEOs is derived from fees paid by us. We disclose the cash amounts paid by Resource America to our Chief Financial Officer and Chief Accounting Officer (for which we reimburse Resource America), our only two NEOs who devote their full business time to our affairs, in the Summary Compensation Table below.

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Ourformer Chief Executive Officer’s incentive stock compensation iswas determined by the Compensation Committee. All other grants of Exantas Capital Corp.’sour incentive stock compensation arewere recommended by our Chief Executive Officer for approval by our Compensation Committee. Our Chief Executive Officer providesprovided the Compensation Committee with key elements of our NEOs’ performance during the year and their contribution to the Company to assist the committee in its determinations and approvals. Our Chief Executive Officer, at the Compensation Committee’s request, might attendhistorically attended committee meetings to provide insight into our NEOs’ performance. These equity awards were subject to time-based vesting requirements designed to promote the retention of management, incentivize long term objectives and achieve strong performance for us.

Subsequent to the ACRES Transaction, the Compensation Committee and the Board determined that issuances of equity would be tied to our achievement of performance parameters using our book value as the appropriate benchmark. We believe that the performance parameters will create alignment of interest between our stockholders and the individuals responsible for our assets including members of the Manager and the independent directors and will also serve to create more transparency for all stockholders. The Compensation Committee will grant up to 333,333 restricted shares under the equity compensation plans when each of the following book value targets are met: $21.00, $24.00, $27.00, $30.00, $33.00 and $36.00. In May 2021, the Compensation Committee issued 10% of the restricted shares permitted to be awarded, to our independent directors, when the Company reported a book value of $21.00. In June 2021, the Compensation Committee issued restricted shares to the Manager in connection with attaining this book value target. The restricted stock grants were all subject to a four-year vesting period and all future grants will be subject to such vesting period. The performance parameters apply to all grants under the equity compensation plans. Our Compensation Committee operates under a written charter adopted by our Board, a copy of which is available on our website atwww.exantas.com. Our Compensation Committee determines compensation amounts after the end of our fiscal year and makes equity awards shortly thereafter. Our Compensation Committee has the discretion to issue equity awards at other times during our fiscal year. www.acresreit.com.

Elements of Our Compensation Program

As described above, our NEOs do not receive cash compensation from us, although beginning in October 2009,however, pursuant to the Management Agreement, we have agreed to reimburse Resource Americaour Manager for certain costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for us. We reimburse ACRES for the wages, salary and benefits of our Chief Financial Officer and in March 2014, we agreed to reimburse Resource America for the wages, salary and benefits of our Chief Accounting Officer. In addition, beginning in July 2017, we agreed to reimburse Resource America forOfficer and a portion of the wages, salary and benefits of Mr. Elliott. Our Compensation Committee has, from timeour Chief Legal Officer as well as certain of Manager’s employees who provide services to time, granted equity awards in the formus.

Historically, we have made grants of restricted stock to our NEOs, pursuant to our Amended and Restated Omnibus Equity Compensation Plan.

Grants ofthe restricted stock reward stockholder value creation slightly differently than stock options. Restricted stock is impacted by all stock price changes, both increases and decreases. Restricted stock generally vests 33.33% per year and includes a right to receive dividends on unvested shares.

How We Determined 2018 Compensation

As discussed above, our Compensation Committee believes that it is important for our NEOs, who are employees of Resource America orC-III, to remain significantly aligned with the interests of our stockholders. Accordingly, we have traditionally made grants of restricted stock to such NEOs.

The restricted stock grantswould vest 33.33% per year over three years and have full voting and dividend rights. Our Compensation Committee analyzedAs discussed above, subsequent to the management agreement and reviewed how our operating costs compared to other REITs’ operating costs. Our Compensation Committee also considered our growth, complexity and performance. The Committee also considered the amount of our restricted stock that had been granted in recent years. In particular,ACRES Transaction, the Compensation Committee desired to continue to build alignment between key employeesand the Board determined that issuances of our Manager and our stockholders, provide meaningful incentive for the retention of such key employees and ensure that total compensation paidequity awards

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would be tied to our Manager and its employees is consistent with competitors inachievement of performance parameters using our book value as the commercial real estate lending industry. In January 2019, our Compensation Committee approved the awards discussed below for 2018, based upon our performance and the individual performance of our NEOs. In particular, this year our Compensation Committee focused on the effortsappropriate benchmark. Such restricted stock will be subject to increase commercial real estate (CRE) debt investments, strategically acquire CMBS investments, reduce our cost of capital, dispose of certain legacy CRE debt investments andnon-core assets and reduce our other expenses.a four-year vesting period. Our Compensation Committee also considered our ability to successfully originate, manage and finance quality investment products.

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Upon our CEO’s recommendation, other than for himself, our Compensation Committee in January 2019 approved the following awards for fiscal year 2018:

Compensation and Risks

We believe that the risks material to our business are those that derive from broad-based economic trends and specific trends relating to particular loans, assets securing such loans and properties we hold. We do not believe that these risks are materially affected by, or materially arise from our compensation policies, as our compensation is in the form of equity grants that typically vest over time. We believe this encourages our executives to focus on sustained share price appreciation, rather than short-term results.

Compensation Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis prepared by management. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis prepared by management be included in this Proxy Statement and incorporated by reference into our 20182021 Annual Report.

The Compensation Committee of the Board of Directors:

Walter T. Beach,Steven J. Kessler, Chairman

Murray S. Levin

P. Sherrill Neff

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EXECUTIVE COMPENSATION

Executive Compensation Summary

The following table sets forth certain information concerning the compensation earned for the fiscal years ended December 31, 2018, 20172021, 2020 and 20162019 for our NEOs:

SUMMARY COMPENSATION TABLE

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CEO PAY RATIO

As discussed in our 20182021 Annual Report, as an externally managed company, we havedo not historically hadhave any direct employees except for those who worked for Primary Capital Mortgage, LLC, our wholly-owned subsidiary. Effective December 31, 2017, in connection with the liquidation of Primary Capital Mortgage, all of its employees were terminated andemployees. Also, as a result we had no employees during 2018. As discussed in our 20182021 Annual Report, Mr. Lieber,Fogel, our CEO,Chief Executive Officer, does not receive any direct compensation from us for his services and we do not reimburse any affiliate for compensation paid to Mr. Lieber.Fogel. Accordingly, the CEO to median employee pay ratio is not applicable.

GRANTS OF PLAN-BASED AWARDS TABLE

During 2018,2021, we madedid not make any restricted stock awards to our NEOs. ThereNEOs and there were no stock options granted during 2018. The following table sets forth information with respect to each of those awards on agrant-by-grant basis. Dividends are payable on awards of our stock, which vest 33.33% per year over a three year period after the date of grant.2021.

OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END TABLE

The following table sets forth information with respect to the restricted stock awards granted to our NEOs that were outstanding as of the end of fiscal year 2018:

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OPTION EXERCISES AND STOCK VESTED TABLE

The following table sets forth information regarding option awards exercised and restricted stock awards that vested during 2018 for our NEOs:

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Potential Post-Employment Payments

We do not have employment or severance agreements with any of our NEOs and, except as set forth below, are not obligated to make any payments to our NEOs upon termination of employment. Pursuant to our stock award agreements, in the event that any NEO’s service is terminated (except in the case of death or disability), all unvested stock awards will immediately be forfeited by the NEO unless otherwise approved by the Compensation Committee at the time of termination. Additionally, if any NEO commits any act of malfeasance or wrongdoing affecting us or our affiliates, breaches any covenant not to compete or an employment contract with us or an affiliate or engages in conduct that would warrant its discharge for cause, all unvested stock awards will immediately be forfeited.

In connection with the ACRES Transaction, we agreed to pay our Chief Financial Officer and Chief Accounting Officer, $150,000 and $50,000, respectively, so long as they are not terminated for cause by our Manager prior to the first anniversary of the ACRES Transaction (July 31, 2021). If our Chief Financial Officer was terminated without cause before the first anniversary date, his $150,000 retention bonus would be paid at the time of termination. Such retention bonuses were paid to our Chief Financial Officer and Chief Accounting Officer in 2021 (see Summary Compensation Table above).

Anti-Hedging and Pledging Policies

We have a policy prohibiting directors, officers and employees from speculative trading in our securities, including hedging transactions, short selling, trading in put options, call options or other derivative securities or holding our securities in margin accounts. Our policy also prohibits directors, officers and employees from pledging our securities as collateral for a loan, except in certain limited circumstances and subject to prior approval by our chief legal counsel.Chief Legal Officer. To our knowledge, all such individuals are in compliance with these policies.

Say on Pay Vote

At our 2021 annual meeting of stockholders, we provided our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, our executive compensation. The description of the compensation of our NEOs in our proxy statement for our 2021 annual meeting included, and this Proxy Statement includes, additional information relating to the portion of the management fee that was allocated to aggregate NEO compensation as well as the proportion of fixed versus variable pay. Approximately 94% of the votes cast at our 2021 annual meeting of stockholders voted in favor of our executive compensation as described in our proxy

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statement for the 2021 annual meeting of stockholders. We believe this reflects general stockholder support for our executive compensation program and philosophy. Based upon this feedback, the Compensation Committee determined to continue our current compensation practices as described herein. At our 2017 annual meeting of stockholders, an advisory vote was taken on the frequency with which we ask our stockholders to provide an advisory vote on our executive compensation program. We proposed that such vote be held every three years, and a majority of the votes cast were in favor of that proposal. The next say-on-pay and say-on-frequency votes are expected to be held in 2023.

Equity Compensation Plan Information

The following table summarizes certain information about our 2005 Stock Incentive Plan and Third Amended and Restated Omnibus Equity Compensation Plan and ACRES Commercial Realty Corp. Manager Incentive Plan, our only compensation plans under which our equity securities are authorized for issuance, as of December 31, 2018.2021.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Relationships and Related Party Transactions

Relationship withC-III, Resource America and Certain of their Subsidiaries. ACRES. Our Manager is a wholly-owned subsidiary of Resource America, which isACRES Capital Corp., a wholly-owned subsidiary ofC-III, a leadingprivate commercial real estate investment managementlender exclusively dedicated to nationwide middle market CRE lending with a focus on multifamily, student housing, hospitality, industrial and services company engagedoffice property in a broad range of activities, including primary and special loan servicing, loan origination, fund management, CDO management, principal investment, zoning due diligence, investment sales and multifamily property management.C-III is indirectly controlled and partially owned by Island Capital, of which Mr. Farkas,top US markets. Andrew Fentress, our Chairman, serves as Managing Partner, and is the managing member. Mr. Farkas is also chairmana shareholder and chief executive officerboard member ofC-III. In

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addition, Robert C. Lieber, ACRES Capital Corp. and Mark Fogel, our President, Chief Executive Officer and Matthew J. Stern, ourDirector, serves as its Chief Executive Officer and President are both executive managing directors of bothC-IIIand Island Capital. Jeffrey P. Cohen, who is also a member of our Board, is president of bothC-IIIshareholder and Island Capital. Those officers and our other executive officers are also officers of our Manager, Resource America,C-III and/or affiliates of those companies. At December 31, 2018,C-III indirectly beneficially owned 766,718, or 2.4%, of our outstanding common shares.board member.

Management Agreement

We have a management agreementManagement Agreement with our Manager pursuant to which our Manager provides theday-to-day management of our operations. The agreement was amended and restated on December 14, 2017.July 31, 2020 in connection with the ACRES Transaction and further amended on February 16, 2021. The management agreementManagement Agreement requires our Manager to manage our business affairs in conformity with the policies and investment guidelines established by our Board. Our Manager provides its services under the supervision and direction of our Board. Our Manager is primarily responsible for the selection, purchase and sale of our portfolio

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investments, our financing activities and providing us with investment advisory services. Our Manager and its affiliates also provide us with a Chief Financial Officer and a sufficient number of additional accounting, finance, tax and investor relations professionals. Our Manager receives fees and is reimbursed for its expenses as follows:

With respect to each fiscal quarter commencing with the quarter ending December 31, 2022, an incentive management fee calculated and payable in arrears in an amount, not less than zero, equal to:

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Incentive compensation is calculated and payable quarterly to our Manager to the extent it is earned. Up to 75% of the incentive compensation is payable in cash and at least 25% is payable in our common stock. Our Manager may elect to receive more than 25% of its incentive compensation in common stock.

The management agreement’sManagement Agreement’s current contract term ends on MarchJuly 31, 2020,2023, and the agreement provides for automatic one yearone-year renewals on such date and on each MarchJuly 31 thereafter until terminated in accordance with its terms.

For the year ended December 31, 2018,2021, our Manager earned base management fees of approximately $11.3$6.1 million, of which $938,000$561,000 was payable as of December 31, 2018. No2021. Our Manager did not earn any incentive management fee was earnedfees for the year ended December 31, 2018.2021. During the year ended December 31, 2018,2021, we reimbursed our Manager $5.0$4.7 million for compensation expenses and costs. Also, at December 31, 2018,2021, we had payables to Resource America and its subsidiariesour Manager pursuant to the management agreement aggregatingManagement Agreement totaling approximately $333,000.$1.2 million.

On July 31, 2020, ACRES Realty Funding, Inc., formerly RCC Real Estate, Inc., a direct wholly owned subsidiary, provided a $12.0 million loan (the “ACRES Loan”) to ACRES Capital Corp. evidenced by the promissory note from ACRES Capital Corp. The ACRES Loan accrues interest at 3.00% per annum payable monthly. The monthly amortization payment is $25,000. The ACRES Loan matures in July 2026, subject to two, one-year extensions (at ACRES Capital Corp.’s option) subject to the payment of a 0.5% extension fee to ACRES Realty Funding, Inc. on the outstanding principal amount of the ACRES Loan. During the year ended December 31, 2021, we recorded interest income of $357,000 on the ACRES Loan. At December 31, 2021, the ACRES Loan had a principal balance of $11.6 million and had no interest receivable.

During the year ended December 31, 2021, we acquired 100% equity in one property, which previously served as collateral for a loan held by an affiliate of our Manager prior to the acquisition.

At December 31, 2018,2021, we retained equity in fivethree securitization entities that were structured for us by our Manager, although threeone of the securitization entities havehas now been substantially liquidated. Under the management agreement,Management Agreement, our Manager was not separately compensated by us for executing these transactions and iswas not separately compensated for managing the securitization entities and theirits assets.

Relationship with Resource Real Estate,ACRES Share Holdings, LLC. Resource Real Estate, In June 2021, our Manager Incentive Plan was approved by our stockholders, which authorized up to 1,100,000 shares of common stock for issuance to our Manager (less shares of common stock issued or subject to awards under the omnibus equity compensation plan, as amended). ACRES Share Holdings, LLC, an indirect wholly-owned subsidiaryaffiliate of Resource America andC-III, originates, finances and manages our commercial real estate loan portfolio. We reimburse Resource Real Estate for loan origination costs associated with all loans originated. At December 31, 2018, we had a receivable from Resource Real Estate of $26,000 for a loan deposit.

Resource Real Estate served as special servicer for the following liquidated real estate debt securitization transactions, which provided financing for our commercial real estate loan portfolio: (i) ResourceACRES Capital Corp. CRE Notes 2013, Ltd., a $307.8 million securitization that closed in December 2013 and liquidated in December 2016; (ii) Resource Capital Corp. 2014-CRE2, Ltd., a $353.9 million securitization that closed in July 2014 and liquidated in August 2017; (iii) Resource Capital Corp. 2015-CRE3, Ltd., a $346.2 million securitization that closed in February 2015 and liquidated in August 2018; and (iv) Resource Capital Corp. 2015-CRE4, Ltd., a $312.9 million securitization that closed in August 2015 and liquidated in July 2018. Resource Real Estate serves as special servicer for Resource Capital Corp. 2017-CRE5 (“RCC 2017-CRE5”), a $376.7 million securitization that closed in July 2017. With respect to each specialty serviced mortgage loan, Resource Real Estate receives special servicing fees, payable monthly on anasset-by-asset basis, equal to the product of (a) the special servicing fee rate, 0.25% per annum, multiplied by (b) the outstanding principal balance of such specialty serviced mortgaged loan. Resource Real Estate did not earn any special servicing feesManager, was granted 299,999 shares during the year ended December 31, 2018.

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Relationship withC-III Asset Management. C-III Asset Management LLC (“C3AM”), a wholly-owned subsidiary ofC-III, serves as the primary servicerAt December 31, 2021, we retained equity in four securitization entities that were structured for RCC 2017-CRE5 and Exantas Capital Corp. 2018-RSO6, Ltd. (“XAN 2018-RSO6”), a $514.2 million securitization that closed in June 2018, and receives servicing fees, payable monthly on anasset-by-asset basis, equal to the product of (a) the servicing fee rate, 0.05% per annum, multipliedus by (b) the outstanding principal balance of each mortgage loan. C3AM also serves as special servicer for XAN 2018-RSO6 and Wells Fargo Commercial Mortgage Trust2017-C40, of which we purchased 95%our Prior Manager, although all four of the Class E, F, G, Hsecuritization entities have now been substantially liquidated. Under the prior management agreement, our Prior Manager was not separately compensated by us for executing these transactions and J(B-piece) certificates of this trust, under which it receives a base special servicing fee equal towas not separately compensated for managing the product of (a) the special servicing fee rate, 0.25% per annum, multiplied by (b) the outstanding principal balance of a specially serviced mortgage loan. During the year ended December 31, 2018, C3AM earned approximately $321,000securitizations entities and we had a payable to C3AM of approximately $26,000 at December 31, 2018.

Relationship with RCM Global. In July 2014, we formed RCM Global Manager to invest in RCM Global, which held a portfolio of structured product securities that were liquidated in the second quarter of 2018. We received $191,000 of distributions during the year ended December 31, 2018 as a result of RCM Global’s liquidation completed in 2018.

Relationship with Pelium Capital. In September 2014, we made an initial contribution to Pelium Capital, a specialized credit opportunity fund managed by a subsidiary of Resource America. During 2018, we received proceeds of $10.4 million as a result of the liquidation of Pelium Capital’s investments in 2018.their assets.

Policies and Procedures Regarding Related Party Transactions

We have established written policies regarding investing in investment opportunities in which our Manager Resource America orC-IIIand ACRES has an interest and regarding investing in any investment fund or CLO or CDO vehicles structured,co-structured or managed by our Manager Resource America orC-III. ACRES.

Except as described above, we have not adopted a policy that expressly prohibits transactions between us and any of our directors, officers, employees, security-holders or affiliates. However, our code of business conduct and ethics prohibits any transaction that involves an actual or potential conflict, except for transactions permitted under guidelines that may be adopted by our Board. No such guidelines have been adopted as of the date of this proxy statement. In addition, our Board may approve a waiver of the code of business conduct and ethics for a specific transaction, which must be reported to our stockholders to the extent required by applicable law or NYSE rules.

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PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Section 14A of the Exchange Act requires our Board to provide our stockholders with the opportunity to vote, on anon-binding, advisory basis, on the compensation of our NEOs as set forth in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal is also referred to as the “Say on Pay” vote.

As discussed in the Compensation Discussion and Analysis section of this Proxy Statement,proxy statement, although we do not pay cash compensation to any of our NEOs, we do reimburse Resource AmericaACRES for the compensation and benefits paid to our Chief Financial Officer, Chief Accounting Officer and a portion of the compensation and benefits paid to our Executive Vice President - FinanceChief Legal Officer as well as certain of Manager’s employees who provide services to us. Further, as discussed in the Compensation Discussion and Operations. Further,Analysis section, we may make awards under our equity compensation plans upon our achievement of performance parameters to align the interests of our NEOs with those of our stockholders, by connecting their compensation to the performance of our stock and by allowing them to share in the creation of value for our stockholders through stock price appreciation and dividends.stockholders.

This vote isnon-binding. However, we highly value the opinions of our stockholders. Accordingly, the Board and the Compensation Committee will take the results of this advisory vote into consideration with respect to future executive compensation arrangements for our NEOs.

For the reasons set forth above, the Board recommends that you vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion of this proxy statement, is hereby approved.”

THE BOARD OF DIRECTORS HEREBY RECOMMENDS A VOTEFOR THE ADVISORY RESOLUTION SET FORTH IN THIS PROPOSAL 2, APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL 3: APPROVAL OF THE EXANTAS CAPITAL CORP.

SECOND AMENDED AND RESTATED OMNIBUS EQUITY COMPENSATION PLAN

We are asking stockholders to approve the Exantas Capital Corp. Second Amended and Restated Omnibus Equity Compensation Plan, which we refer to herein as the Omnibus Plan. The Board adopted the Omnibus Plan on March 25, 2019, subject to the receipt of stockholder approval. The Omnibus Plan has been amended to: (i) increase the number of shares authorized for issuance under the Omnibus Plan by an additional 1,500,000 shares of common stock; (ii) extend the expiration date of the Omnibus Plan to June 2029; and (iii) make other clarifying and updating amendments to the Omnibus Plan. The Board recommends approval of the Omnibus Plan by our stockholders at the Meeting.

As of April 12, 2019, we had 31,867,106 shares of common stock outstanding. Additionally, as of April 12, 2019, we had 515,360 shares available for grant under the Omnibus Plan and no shares available under the 2005 Stock Incentive Plan. Also, as of April 12, 2019, we had a total of 10,000 stock options outstanding under the 2005 Stock Incentive Plan with a weighted average exercise price of $25.60 and weighted average remaining term of 2.1 years.

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The Board believes that the approval of the Omnibus Plan by our stockholders will continue to support our compensation structure and strategy. Our ability to attract, retain and motivate top quality directors and other persons who provide services to us, including employees of our Manager,C-III, Resource America and their affiliates, is material to our success, and the Board has concluded that this would be enhanced by our ability to make grants under the Omnibus Plan. In addition, the Board believes that our interests and those our stockholders will be advanced if we can offer such employees and directors the opportunity to acquire or increase their proprietary interests in our company.

The material terms of the Omnibus Plan are summarized below. A copy of the Omnibus Plan is set forth in full in Annex A to this Proxy Statement. The following description of the Omnibus Plan is not complete and is qualified in its entirety by reference to Annex A.

The Omnibus Plan includes several features designed to protect stockholder interests, including the following:

Material Features of the Omnibus Plan

General. The Omnibus Plan provides that grants may be in any of the following forms: incentive stock options, nonqualified stock options, stock appreciation rights (referred to as SARs), stock units, performance shares, stock awards, dividend equivalents and other stock-based awards.

The Omnibus Plan authorizes up to 4,775,000 shares of common stock (adjusted for theone-for-four reverse stock split in August 2015) for issuance, subject to adjustment as described below. The original plan approved in 2007 authorized up to 500,000 shares. In 2011 the plan was amended and restated to increase it by 850,000 shares, and in 2014 it was amended and restated to increase it by 1,925,000 shares (all adjusted for the reverse stock split). The number of shares authorized under the proposed Omnibus Plan includes the previously authorized 3,275,000 shares plus 1.5 million additional shares.

If and to the extent options and SARs granted under the Omnibus Plan terminate, expire or are cancelled, forfeited, exchanged or surrendered without being exercised or if any stock awards, stock units, performance shares, dividend equivalents or other stock-based awards are forfeited or terminated, or otherwise not paid in full, the shares subject to such grants will become available again for purposes of the Omnibus Plan. If any shares of common stock are withheld to pay the exercise price of an option or withheld for purposes of satisfying our minimum tax withholding obligations with respect to a grant, such shares will not be available forre-issuance under the Omnibus Plan. If SARs are granted, the full number of shares subject to the SARs will be considered issued under the Plan, without regard to the number of shares issued upon exercise of the SARs. To the extent any grants are paid in cash, and not in shares of common stock, any shares previously subject to such grants will not count against the share limits under the Omnibus Plan.

The Omnibus Plan provides that the maximum aggregate number of shares of common stock with respect to which grants, other than dividend equivalents, may be made to any individual during any calendar year is 1,000,000 shares, subject to adjustment as described below. Grantees may not accrue dividend equivalents during any calendar year under the Omnibus Plan in excess of $350,000. The individual limits described in this paragraph apply without regard to whether the grants are to be paid in common stock or in cash. All cash payments (other than dividend equivalents) must equal the fair market value of the shares of common stock to which the cash payment relates.

If approved by the stockholders, the Omnibus Plan will become effective on June 12, 2019.

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Administration. The Omnibus Plan is administered and interpreted by the Compensation Committee of our Board, except that our Board may make grants under the Omnibus Plan to ournon-employee directors. The Administrator may delegate its authority under the Omnibus Plan, as appropriate, with respect to grants to persons who are not subject to Section 16 of the Exchange Act. References to the Administrator mean the Compensation Committee or the Board, including any delegates, as appropriate. The Administrator has the authority to (i) determine the individuals to whom grants will be made under the Omnibus Plan, (ii) determine the type, size and terms of the grants, (iii) determine the time when grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued grant, subject to the limitations described below, (v) adopt guidelines separate from the Omnibus Plan that set forth the specific terms and conditions for grants under the Omnibus Plan and (vi) deal with any other matters arising under the Omnibus Plan. The determinations of the Administrator are made in its sole discretion and are final, binding and conclusive.

Eligibility for Participation. All of our directors, as well as other persons who provide services to us, including employees of our Manager,C-III, Resource America and their affiliates, will be eligible for grants under the Omnibus Plan. As of April 12, 2019, 13 of the Company’s officers as well as employees of our Manager,C-III and Resource America, and any individual who provide services to these entities, are eligible to receive grants under the Omnibus Plan.

Types of Awards.

Stock Options

The Administrator may grant options that are intended to qualify as incentive stock options within the meaning of section 422 of the Code (“ISOs”) or nonqualified stock options that are not intended to so qualify (“NQSOs”) or any combination of ISOs and NQSOs. Anyone eligible to participate in the Omnibus Plan may receive a grant of NQSOs. Only employees of the Company, if any, and certain of our subsidiaries may receive a grant of ISOs.

The Administrator fixes the exercise price per share for options on the date of grant. The exercise price of any option granted under the Omnibus Plan may not be less than the fair market value of the underlying shares of common stock on the date of grant. However, if the grantee of an ISO is a person who holds more than 10% of the total combined voting power of all classes of outstanding stock of the Company or a subsidiary, the exercise price per share of an ISO granted to such person must be at least 110% of the fair market value of a share of common stock on the date of grant. To the extent that the aggregate fair market value of shares of common stock, determined on the date of grant, with respect to which ISOs become exercisable for the first time by a grantee during any calendar year exceeds $100,000, such ISOs will be treated as NQSOs for tax purposes.

The Administrator determines the term of each option; provided, however, that the term may not exceed ten years from the date of grant and, if the grantee of an ISO is a person who holds more than 10% of the combined voting power of all classes of outstanding stock of our company or a subsidiary, the term for such person may not exceed five years from the date of grant. The vesting period for options commences on the date of grant and ends on such date as is determined by the Administrator, in its sole discretion, which is specified in the grant letter. A grantee may pay the exercise price and any withholding taxes upon exercise of an option: (i) in cash or by certified check, (ii) with the approval of the Administrator, by withholding shares of common stock having a fair market value on the date of exercise equal to the exercise price, by delivering shares of common stock already owned by the grantee and having a fair market value on the date of exercise equal to the exercise price or through attestation to ownership of such shares, (iii) through a broker-assisted cashless exercise, or (iv) by such other method as the Administrator may approve, to the extent permitted by applicable law.

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SARs

The Administrator may grant SARs to anyone eligible to participate in the Omnibus Plan. SARs may be granted in connection with, or independently of, any option granted under the Omnibus Plan. Upon exercise of a SAR, the grantee will receive an amount equal to the excess of the fair market value of the common stock on the date of exercise over the base amount set forth in the grant letter. The base amount shall not be less than the fair market value of the common stock subject to the SARs on the date of grant. Such payment to the grantee will be in cash, in shares of common stock, or in a combination of cash and shares of common stock, as determined by the Administrator. The Administrator will determine the period when SARs vest and become exercisable, the base amount for SARs and whether SARs will be granted in connection with, or independently of, any options. SARs have a maximum term of ten years from the grant date, provided that in the case of a SAR granted that is related to an Incentive Stock Option granted to a Participant who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary, such SAR shall not be exercisable after the expiration of five years from the date of grant. SARs may be exercised while the grantee is employed by or providing service to our company or within a specified period of time after termination of such employment or service.

Stock Units

The Administrator may grant stock units to anyone eligible to participate in the Omnibus Plan. Each stock unit provides the grantee with the right to receive a share of common stock or an amount based on the value of a share common stock at a future date. The Administrator determines the number of stock units that will be granted, whether stock units will become payable if specified performance goals or other conditions are met, or under other circumstances, and the other terms and conditions applicable to the stock units. Stock units may be paid at the end of a specified period or deferred to a date authorized by the Administrator. If a stock unit becomes distributable, it will be paid to the grantee in cash, in shares of common stock or in a combination of cash and shares of common stock, as determined by the Administrator.

Performance Shares

The Administrator may grant performance shares to anyone eligible to participate in the Omnibus Plan. Each performance share provides the grantee with the right to receive a share of common stock or an amount based on the value of a share common stock, if specified performance goals are met. The Administrator determines the number of performance shares that will be granted, the performance goals and other conditions for payment of performance shares, the target amount that will be paid under a performance share based on the achievement of the performance goals and the other terms and conditions applicable to the performance shares. Payments with respect to performance shares will be made in cash, in shares of common stock or in a combination of cash and shares of common stock, as determined by the Administrator.

Stock Awards

The Administrator may grant stock awards to anyone eligible to participate in the Omnibus Plan. The Administrator may require that grantees pay consideration for the stock awards and may impose restrictions on the stock awards. If restrictions are imposed on stock awards, the Administrator will determine whether they will lapse over a period of time or according to such other criteria as the Administrator determines. The Administrator determines the number of shares of common stock subject to the grant of stock awards and the other terms and conditions of the grant. Unless otherwise specified by the Administrator, holders of grants of stock awards will have the rights of a stockholder with respect to the

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right to receive dividends and vote such shares during the restriction period. The Administrator may determine that a grantee’s entitlement to dividends or other distributions with respect to stock awards will be subject to the achievement of performance goals or other conditions.

Dividend Equivalents

The Administrator may grant dividend equivalents to anyone eligible to participate in the Omnibus Plan. Dividend equivalents may be granted in connection with any grants under the Omnibus Plan, other than options or SARs, and may be payable in cash or shares of common stock. Dividend equivalents may be paid currently or accrued as contingent cash obligations or converted to stock units, as determined by the Administrator. The terms and conditions of dividend equivalents are determined by the Administrator. Dividend equivalents may accrue on unearned performance awards but shall not be payable unless and until such performance metrics are met.

Other Stock-Based Awards

The Administrator may grant other stock-based awards (which are awards other than options, SARs, stock units, performance shares, stock awards and dividend equivalents) under the Omnibus Plan. The Administrator may grant such other stock-based awards to anyone eligible to participate in the Omnibus Plan. These grants may be cash-based or based on, measured by or payable in shares of common stock, and will be payable in cash, in shares of common stock or in a combination of cash and shares of common stock. The terms and conditions for these grants will be determined by the Administrator.

Deferrals. The Administrator may permit or require grantees to defer receipt of the payment of cash or the delivery of shares of common stock that would otherwise be due to the grantee in connection with a grant under the Omnibus Plan. The Administrator will establish the rules and procedures applicable to any such deferrals.

Adjustment Provisions. If there is any change in the number or kind of shares of common stock by reason of a stock dividend, spinoff, recapitalization, stock split or combination or exchange of shares, by reason of a merger, reorganization or consolidation, by reason of a recapitalization or change in par value or by reason of any other extraordinary or unusual event affecting the outstanding shares of common stock as a class without our receipt of consideration, or if the value of outstanding shares of common stock is substantially reduced as a result of a spinoff or our payment of an extraordinary dividend or distribution, the number of shares of common stock available for grants, the limit on the number of shares of common stock for which any individual may receive pursuant to grants in any year, the number of shares covered by outstanding grants, the kind of shares to be issued or transferred under the Omnibus Plan, and the price per share or the applicable market value of such grants will be equitably adjusted by the Administrator to reflect any increase or decrease in the number or kind of issued shares of common stock in order to preclude, to the extent practicable, the enlargement or dilution of the rights and benefits under such grants.

Change of Control. If a change of control occurs where the Company is not the surviving entity (or survives only as a subsidiary of another entity), unless the Administrator determines otherwise, all outstanding options and SARs that are not exercised will be assumed by, or replaced with comparable options and rights by, the surviving entity (or a parent or subsidiary of the surviving entity), and other grants that remain outstanding will be converted to similar grants of the surviving entity (or a parent or subsidiary of the surviving entity).

In the event of a change of control, the Administrator may also take any of the following actions with respect to outstanding grants: (i) provide that all outstanding options and SARs will automatically accelerate and become fully exercisable, (ii) provide that the restrictions and conditions on all outstanding

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stock awards will immediately lapse, (iii) provide that grantees holding outstanding stock units, performance shares, dividend equivalents and other stock-based awards will receive payment in settlement of such award in an amount determined by the Administrator, (iv) require that grantees surrender their outstanding options and SARs in exchange for payment, in cash or shares of common stock as determined by the Administrator, in an amount equal to the amount (if any) by which the then fair market value subject to the grantee’s unexercised options and SARs exceeds the exercise price of the option or the base amount of the SAR, as applicable, or (v) after giving grantees the opportunity to exercise their outstanding options and SARs, the Administrator may terminate any or all unexercised options and SARs at such time as the Administrator determines appropriate. The Administrator making the determinations following a change of control must be comprised of the same members as those on the Administrator immediately before the change of control.

No Repricing of Options or SARs. Except in connection with a corporate transaction involving us (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,split-up,spin-off, combination or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding options or SARs or cancel outstanding options or SARs in exchange for cash, other awards or options or SARs with an exercise price that is less than the exercise price of the original options or SARs, without stockholder approval.

Amendment and Termination of the Omnibus Plan. The Board may amend or terminate the Omnibus Plan at any time, subject to stockholder approval if such approval is required under any applicable law or stock exchange requirement. The Omnibus Plan will terminate on June 12, 2029, unless the Omnibus Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.

New Plan Benefits. Grants under the Omnibus Plan are discretionary, so it is currently not possible to predict the number of shares of common stock that will be granted or who will receive grants under the Omnibus Plan after the Meeting.

The last sales price of our common stock on April 12, 2019, was $10.71 per share.

Federal Income Tax Consequences

The federal income tax consequences arising with respect to grants under the Omnibus Plan will depend on the type of grant. The following provides only a general description of the application of federal income tax laws to grants under the Omnibus Plan. This discussion is intended for the information of stockholders considering how to vote at the Meeting and not as tax guidance to grantees in the Omnibus Plan, as the consequences may vary with the types of grants made, the identity of the recipients and the method of payment or settlement. The summary does not address the effects of other federal taxes or taxes imposed under state, local or foreign tax laws.

From a recipient’s standpoint, as a general rule, ordinary income will be recognized at the time of payment of cash, or delivery of actual shares of common stock. Future appreciation on shares of common stock held beyond the ordinary income recognition event will be taxable at capital gains rates when the shares of common stock are sold. As a general rule, we will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the recipient, and we will not be entitled to any tax deduction in respect of capital gain income recognized by the recipient.

Exceptions to these general rules may arise under the following circumstances: (i) if shares of common stock, when delivered, are subject to a substantial risk of forfeiture by reason of failure to satisfy any employment or performance-related condition, ordinary income taxation and our tax deduction will be delayed until the risk of forfeiture lapses (unless the recipient makes a special election to ignore the risk of forfeiture under section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”)); (ii) if an

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employee is granted an option that qualifies as an “incentive stock option,” no ordinary income will be recognized, and we will not be entitled to any tax deduction, if shares of common stock acquired upon exercise of such option are held until the greater of one year from the date of exercise and two years from the date of grant; (iii) we will not be entitled to a tax deduction for compensation attributable to grants to any of our principal executive officer, principal financial officer and three other most highly compensated officers if and to the extent the total compensation of any such officer in any year exceeds $1 million; and (iv) an award may be taxable to the recipient as ordinary income, with an additional 20% tax, at the time it becomes vested (even if the vesting date is prior to settlement of the award), if the award constitutes “deferred compensation” under section 409A of the Code, and the requirements of section 409A of the Code are not satisfied.

We have the right to require that grantees pay to us an amount necessary to satisfy our federal, state or local tax withholding obligations with respect to grants under the Omnibus Plan. We may withhold from amounts payable under the Omnibus Plan or other compensation an amount necessary to satisfy tax withholding obligations. The Administrator may permit a grantee to satisfy the withholding obligation by having shares withheld from payment of a grant, provided that the number of shares withheld does not exceed the minimum applicable tax withholding for federal, state and local tax liabilities. The Administrator may permit a grantee to satisfy our withholding obligation that exceeds the minimum applicable withholding rate by transferring to us previously acquired shares of common stock.

Recommendation

The Board believes strongly that approval of the adoption of the Omnibus Plan is essential to our success. Equity-based awards such as those provided under the Omnibus Plan are vital to our ability to attract and motivate outstanding performance and leadership.

THE BOARD OF DIRECTORS HEREBY RECOMMENDS A VOTEFOR THE APPROVAL OF THE OMNIBUS PLAN.

PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

We are asking our stockholders to ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2019.2022. Although approval is not required by our Bylaws or otherwise, the Board is submitting the appointment of Grant Thornton to our stockholders for ratification as a matter of good corporate practice. If the selection of Grant Thornton is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if Grant Thornton is approved, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

We expect that representatives of Grant Thornton will be present at the annual meeting. These representatives will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Principal Accountant Fees and Services

Audit Fees.The aggregate fees billed by Grant Thornton, our independent auditors, for professional services rendered for the audit of our annual financial statements for the years ended

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December 31, 20182021 and 20172020 (including a review of internal controls for the years ended December 31, 20182021 and 20172020 as required under Section 404 of the Sarbanes-Oxley Act of 2002) and for the reviews of the consolidated financial statements included in our Quarterly Reports on Form10-Q during each of the years then ended were $846,000$903,000 and $922,000,$777,000, respectively.

Audit-Related Fees.The aggregate fees billed by Grant Thornton for audit-related services, pertaining to comfort letters and consents as well as audit services required under a financing arrangement, for the year ended December 31, 2021 was $173,000. We did not incur any audit-related fees in 2018 or 2017.2020.

Tax Fees.Fees totaling $184,000$79,000 and $181,000$77,000 were paid to Grant Thornton for professional services related to tax compliance, tax advice or tax planning for the years ended December 31, 20182021 and 2017,2020, respectively.

All Other Fees.We did not incur any fees in 20182021 and 20172020 for other services not included above.

Audit CommitteePre-Approval Policies and Procedures.The Audit Committee, on at least an annual basis, reviews audit andnon-audit services performed by Grant Thornton as well as the fees charged by Grant Thornton for such services. We consider such non-audit fees and services when assessing auditor independence. Our policy is that all audit andnon-audit services must bepre-approved by the Audit Committee. All of such services werepre-approved during the year ended December 31, 2018.2021.

THE BOARD OF DIRECTORS HEREBY RECOMMENDS A VOTEFOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP TO AUDIT OUR FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.2022.

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STOCKHOLDER PROPOSAL OR DIRECTOR NOMINATIONS

FOR THE 20202023 ANNUAL MEETING

Deadline for Inclusion of Stockholder Proposal or Nomination in 20202023 Proxy Statement

A stockholder who desires to include a proposal or director nomination in our 20202023 proxy statement must submit such proposal or nomination to our Secretary no later than December 20, 2019.16, 2022. Such items must comply with the eligibility standards promulgated by the SEC and all of the requirements of Rule14a-8 of the Exchange Act.

Advance Notice Requirement for Stockholder Proposal or Nomination

Under our Bylaws, any stockholder who wishes to nominate a candidate for election as a director or present a proposal at our 20202023 annual meeting of stockholders, but not for inclusion in our proxy statement, must deliver written notice to our Secretary no earlier than November 20, 201916, 2022 and no later than December 20, 2019.16, 2022. The notice must contain all of the information required by our Bylaws. See below for a summary of the notice requirements. A copy of our Bylaws may be obtained upon request to our Secretary.

Pursuant to our Bylaws, our stockholders may nominate candidates for election to our Board and propose other business to be considered by providing timely notice as follows:

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ANNUAL REPORT ON FORM10-K

Our 20182021 Annual Report, including the financial statements and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2018,2021, are available free of charge on the Investor Relations page on our website atwww.exantas.comwww.acresreit.com.We will provide by mail, without charge, a copy of our annual report at your request. We will also furnish any exhibit to the annual report upon the payment of reasonable fees relating to our expenses in furnishing the exhibit. Such requests should be directed to our Secretary at 1845 Walnut Street, 18^th Floor, Philadelphia, PA 19103.390 RXR Plaza, Uniondale, NY 11556.

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Annex A

EXANTAS CAPITALImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com ACRES COMMERCIAL REALTY CORP.

SECOND AMENDED AND RESTATED OMNIBUS EQUITY COMPENSATION PLAN

Effective as Annual Meeting of , 2019

The purpose ofStockholders June 8, 2022 11:00 AM This proxy is solicited by the Plan is to provide Participants with the opportunity to receive grants of Options, SARs, Stock Units, Performance Shares, Stock Awards, Dividend Equivalents and Other Stock-Based Awards. The Company believes that the Plan will encourage the Participants to contribute materially to the growth of the Company, thereby benefiting the Company’s stockholders, and will align the economic interests of the Participants with those of the stockholders. The Plan has been amended and restated as of, 2019.

Whenever used in the Plan, the following terms will have the respective meanings set forth below:

(a)    “Administrator” means the Committee and any delegate of the Committee that is appointed in accordance with Section 3, except that the Board shall be the Administrator with respect to Grants toNon-Employee Directors.

(b)    “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

(c)    “Board” means the Company’s Board of Directors The stockholder(s) hereby appoint(s) Jaclyn A. Jesberger and Julie H. Wilson, or either of them, as constituted from time to time.

(d)    “C-III” meansC-III Capital Partners LLC, a Delaware limited liability company.

(e)    “Change in Control” means the first to occur of any of the following events:

(i)    the Manager, or a direct or indirect wholly owned subsidiary ofC-III, ceases to be the investment manager of the Company;

(ii)    the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company, taken as a whole, to any Person other than any one or more Qualified Affiliates;

(iii)    the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the voting capital interests of the Company, other than an acquisition by one or more Qualified Affiliates; or

(iv)    directors are elected such that a majority of the members of the Board shall have been members of the Board for less than two years, unless the election or nomination for election ofproxies, each new director who was not a director at the beginning of suchtwo-year period was approved by a vote of at leasttwo-thirds of the directors then still in office who were directors at the beginning of such period.

(f)    “Code” means the Internal Revenue Code of 1986, as amended.

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(g)    “Committee” means the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan.

(h)    “Company” means Exantas Capital Corp., a Maryland corporation.

(i)    “Date of Grant” means the date a Grant is effective; provided, however, that no retroactive Grants will be made.

(j)    “Dividend Equivalent” means an amount determined by multiplying the number of shares of Stock, Performance Shares or Stock Units subject to a Grant by theper-share cash dividend, or theper-share fair market value (as determined by the Administrator) of any dividend in consideration other than cash, paid by the Company on its Stock on a dividend payment date.

(k)    “Effective Date” of the amended and restated Plan means, 2019.

(l)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m)    “Fair Market Value” of Stock is (i) if the Stock is publicly traded, then the Fair Market Value per share shall be determined as follows: (A) if the principal trading market for the Stock is a national securities exchange, the last reported sale price during regular trading hours on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported, or (B) if the Stock is not principally traded on such exchange or market, the mean between the last reported “bid” and “asked” prices of Stock on the relevant date, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Administrator determines, or (ii) if the Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set forth above, the Fair Market Value per share shall be as determined by the Administrator.

(n)    “Grant” means an Option, SAR, Stock Unit, Performance Share, Stock Award, Dividend Equivalent or Other Stock-Based Award granted under the Plan.

(o)    “Grant Instrument” means the written agreement that sets forth the terms and conditions of a Grant, including all amendments thereto.

(p)    “Incentive Stock Option” means a stock option that is intended to meet the requirements of section 422 of the Code, as described in Section 7.

(q)    “Manager” means Exantas Capital Manager Inc., a Delaware corporation.

(r)    “Non-Employee Director” means anon-employee director of the Company as defined by Rule16b-3 under the Exchange Act.

(s)    “Nonqualified Stock Option” means a stock option that is not intended to meet the requirements of section 422 of the Code, as described in Section 7.

(t)    “Option” means an Incentive Stock Option or Nonqualified Stock Option to purchase shares of Stock at an Option Price for a specified period of time.

(u)    “Option Price” means an amount per share of Stock purchasable under an Option, as designated by the Administrator.

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(v)    “Other Stock-Based Award” means any Grant based on, measured by or payable in Stock (other than Grants described in Sections 7, 8, 9, 10, 11 and 12), as described in Section 13.

(w)    “Parent” means a “parent corporation,” as defined in section 424(e) of the Code, of the Company.

(x)    “Participant” means (i) an employee of the Company, Manager,C-III, Resource America or any of their Affiliates, (ii) any individual who provides services to the Company, Manager,C-III, Resource America or any of their Affiliates, and (iii) a member of the Board, who is selected by the Administrator to receive a Grant under the Plan.

(y)    “Performance Shares” means an award of phantom shares, representing one or more shares of Stock, as described in Section 10.

(z)    “Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, or unincorporated association, and any fiduciary acting in such capacity on behalf of any of the foregoing.

(aa)    “Plan” means this Exantas Capital Corp. Second Amended and Restated Omnibus Equity Compensation Plan.

(bb)    “Qualified Affiliate” means (i) any Person that is part of a controlled group or under common control with the Company,C-III or Resource America; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company; or (iii) any Person controlled by any executive officer (as defined by Rule16a-1(f) of the Exchange Act) of the Company. For purposes of this definition, “controlled by” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the managementappoint her substitute, and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(cc)    “Resource America” means Resource America, Inc., a Delaware corporation.

(dd)    “SAR” means an award of a stock appreciation right, as described in Section 8.

(ee)    “Stock” means the common stock, par value $0.001, of the Company or such other securities of the Company as may be substituted for Stock pursuanthereby authorize(s) them to Sections 5(d) or 17.

(ff)    “Stock Award” means an award of Stock, as described in Section 11.

(gg)    “Stock Unit” means an award of a phantom unit, representing one or more shares of Stock, as described in Section 9.

(hh)    “Subsidiary”means any entity in which the Company has a greater than 50% ownership interest. For purposes of Sections 7(c), (d) and (h), “Subsidiary” shall mean a “subsidiary corporation,” as defined in section 424(f) of the Code, of the Company.

(ii)    “Successor Participant” means the personal representative or other person entitled to succeed to the rights of the Participant in accordance with Section 16.

(jj)    “Tandem SAR”means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.

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(a)    The Plan shall be administered by the Administrator. The Administrator shall have the sole authority to (i) determine the Participants to whom Grants shall be made under the Plan, (ii) determine the type, size and terms of the Grants to be made to each Participant, (iii) determine the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued Grant, subject to the provisions of Section 19, (v) adopt guidelines separate from the Plan that set forth the specific terms and conditions for Grants under the Plan, and (vi) deal with any other matters arising under the Plan.

(b)    The Administrator shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinationsrepresent and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its businessvote, as it deems necessary or advisable, in its sole discretion. The Administrator’s interpretations of the Plan and all determinations made by the Administrator pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Administrator shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

(c)    The Administrator, in its discretion, may delegate to one or more officers of the Company all or part of the Administrator’s authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan and the Administrator’s prior delegation. Any delegation by the Administrator pursuant to this Section shall be subject to such conditions and limitations as may be determined by the Administrator and shall be subject to and limited by applicable law or regulation, including without limitation the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Stock is then listed.

Grants under the Plan may consist of Options, SARs, Stock Units, Performance Shares, Stock Awards, Dividend Equivalents and Other Stock-Based Awards. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with the Plan as the Administrator deems appropriate and as are specified in writing by the Administrator in separate guidelines or to the individual in the Grant Instrument or an amendment to the guidelines or Grant Instrument. Subject to the provisions of Sections 3 and 17 hereof, the period during which a Grant, or the shares of Stock underlying a Grant, are forfeitable or otherwise restricted shall not end before the first anniversary of the Date of Grant. The Administrator shall approve the form and provisions of each Grant Instrument. All Grants shall be made conditional upon the Participant’s acknowledgment, in writing or by acceptance of the Grant, that all decisions and determinations of the Administrator shall be final and bindingdesignated on the Participant, his or her beneficiaries, and any other person having or claiming an interest under such Grant. Grants under a particular Sectionreverse side of the Plan need not be uniform as among the Participants.

(a)    Shares Authorized. The total aggregate number of shares of Stock that may be issued or transferred under the Plan is 4,775,000 shares, subject to adjustment as described below.The shares may be authorized but unissued shares of Stock or reacquired shares of Stock, including shares purchased by the Company on the open market for purposes of the Plan. Grants paid in cash shall not count against the foregoing share limits.

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(b)    Share Counting. For administrative purposes, when the Administrator makes a Grant payable in Stock, the Administrator shall reserve shares of Stock equal to the maximum number of shares of Stock that may be payable under the Grant. If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised or if any Stock Awards, Stock Units, Performance Shares, Dividend Equivalents or Other Stock-Based Awards are forfeited or terminated, or otherwise are not paid in full, the shares subject to such Grants which have not been issued shall again be available for purposes of the Plan. Shares of Stock withheld in payment of the Option Price of an Option or withheld for purposes of satisfying the Employer’s minimum tax withholding obligations with respect to Grants under the Plan shall not be available forre-issuance or transfer under the Plan. Upon the exercise of an Option through the withholding of shares or upon the exercise of a SAR, then both for purposes of calculating the number of shares of Stock remaining available for issuance under the Plan and the number of shares of Stock remaining available for exercise under the Option or SAR, the number of such shares shall be reduced by the gross number of shares for which the Option or SAR is exercised. To the extent that any Grants are paid in cash and not shares of Stock, such Grants shall not count against the share limits in subsection (a) above. For the avoidance of doubt, if shares of Stock are repurchased on the open market with the proceeds of the exercise price of Options, such shares may not again be made available for issuance under the Plan.

(c)    Individual Limits. All Grants under the Plan, other than Dividend Equivalents, shall be expressed in shares of Stock. The maximum aggregate number of shares of Stock with respect to whichthis ballot, all Grants, other than Dividend Equivalents, may be made under the Plan to any individual during any calendar year shall be 1,000,000shares, subject to adjustment as described below. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $350,000.The individual limits described in this subsection (c) shall apply without regard to whether the Grants are to be paid in Stock or in cash. All cash payments (other than Dividend Equivalents) shall equal the Fair Market Value of the shares of Stockcommon stock of ACRES COMMERCIAL REALTY CORP. that the stockholder(s) is/are entitled to whichvote at the cash payment relates.

(d)    Adjustments. If there is any change in the number or kindAnnual Meeting of shares of Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding Stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Stock available for issuance under the Plan, the maximum number of shares of Stock for which any individual may receive pursuant to Grants in any year, the number of shares covered by outstanding Grants, the kind of sharesStockholders to be issuedheld at 11:00 AM EDT on June 8, 2022 virtually at www.virtualshareholdermeeting.com/ACRES2022 or transferred underany adjournment or postponement thereof. If you sign your proxy card or voting instruction card with no further instructions, the Plan, and the price per share or the applicable market value of such Grants shall be equitably adjusted by the Administrator, in such manner as the Administrator deems appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, issued shares of Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change in Control of the Company, the provisions of Section 18 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Administrator shall be final, binding and conclusive.

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Any Participant is eligible to participate in the Plan if the Administrator, in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the profits or growth of the Company or an Affiliate of the Company. Grants will be made only to persons who are employees, directors, consultants or advisors of the Company for purposes of FormS-8 registration under the Securities Act of 1933, as amended. Options and SARs may be granted only to persons who perform direct services to the Company on the Date of Grant, as determined under section 409A of the Code.

(a)    General Requirements. The Administrator may grant Options to a Participant upon such terms and conditions as the Administrator deems appropriate under this Section 7.

(b)    Number of Shares. The Administrator shall determine the number of shares of Stock that will be subject to each Grant of Options to Participants.

(c)    Type of Option and Price.

(i)    The Administrator may grant Incentive Stock Options or Nonqualified Stock Options or any combination of Incentive Stock Options and Nonqualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or its Subsidiaries. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option. Nonqualified Stock Options may be granted to any Participant.

(ii)    The Option Price shall be determined by the Administrator and may be equal to or greater than the Fair Market Value of the shares of Stock subject to the Grant on the Date of Grant; provided, however, that an Incentive Stock Option may not be granted to any person who, at the Date of Grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Subsidiary, unless the Option Price is not less than 110% of the Fair Market Value on the Date of Grant.

(d)    Option Term. The Administrator shall determine the term of each Option. The term of an Option shall not exceed ten years from the Date of Grant. However, an Incentive Stock Option that is granted to an Employee who, at the Date of Grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company, or any Subsidiary, may not have a term that exceeds five years from the Date of Grant.

(e)    Exercisability of Options. Subject to Section 4 hereof, Options shall become exercisablevoted in accordance with such terms and conditions as may be determined by the Administrator and specifiedrecommendations of the Board, FOR: the election of all directors in the Grant Instrument. The Administrator may accelerate the exercisability of any or all outstanding Options at any time for any reason.

(f)    Termination of Employment or Service. Except as provided in the Grant Instrument, an Option may only be exercised while the Participant is employed by, or providing service to, the Company, an Affiliate or another entity as designated in the Grant Instrument. The Administrator shall specify in the Grant Instrument under what circumstances and during what time periods a Participant may exercise an Option after termination of employment or service.

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(g)    Exercise of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company or its designated agent. The Participant shall pay the Option Price and any withholding taxes for the Option (i) in cash or by certified check, (ii) withProposal 1, the approval of the Administrator, by withholding shares of Stock subject toSay on Pay vote in Proposal 2, and the Option, by delivering shares of Stock owned by the Participant or by attestation (on a form prescribed by the Administrator) to ownership of shares of Stock (in each case, such shares of Stock shall have an aggregate Fair Market Value on the date of exercise equal to the Option Price), (iii) by a broker-assisted cashless exercise, or (iv) by such other method as the Administrator may approve, to the extent permitted by applicable law. Shares of Stock used to exercise an Option shall have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. Payment for the shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Administrator depending on the type of payment being made.

(h)    Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that if the aggregate Fair Market Value on the Date of Grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under the Plan or any other stock option planratification of the Company or a Parent or Subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option.

(i)    Stockholder Rights. No Participant shall have any rights as a stockholder with respect to shares of Stock subject to an Option until the date of exercise of such Option.

(a)    General Requirements. The Administrator may grant SARs to any Participant, upon such termsindependent registered public accounting firm in Proposal 3. Continued and conditions as the Administrator deems appropriate under this Section 8. Each SAR shall represent the right of the Participant to receive, upon settlement of the SAR, shares of Stock or cash equal to the amount by which the Fair Market Value of a share of Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described below in Section 8(c).

(b)    Terms of SARs. The Administrator shall determine the terms and conditions of SARs and may grant SARs separately from or in tandem with any Option (for all or a portion of the applicable Option). Tandem SARs may be granted either at the time the Option is granted or any time thereafter while the Option remains outstanding; provided, however, that in the case of an Incentive Stock Option, SARs may be granted only at the time of the grant of the Incentive Stock Option. Subject to Section 4 hereof, the Administrator will determine the number of SARs to be granted, the base amount, the vesting and other restrictions applicable to SARs and the period during which SARs will remain exercisable; provided, however, that no Participant may be granted Tandem SARs that are related to Incentive Stock Options which are first exercisable in any calendar year for shares of Stock having an aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds $100,000. The term of SARs shall not exceed ten years from the Date of Grant; provided, however, that in the case of a Tandem SAR that is related to an Incentive Stock Option granted to a Participant who owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company, or any Subsidiary, such Tandem SAR shall not be exercisable after the expiration of five years from the Date of Grant.

(c)    Base Amount. The Administrator shall establish the base amount of the SAR at the time the SAR is granted. The base amount shall not be less than the Fair Market Value of the shares of Stock subject to the Grantsigned on the Date of Grant.reverse side 0000544016_2 R1.0.0.24

(d)    Payment With Respect to SARs. The Administrator shall determine whether the appreciation in an SAR shall be paid in the form of cash, in Stock, or in a combination of the two, in such

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proportion as the Administrator deems appropriate. For purposes of calculating the number of shares of Stock to be received, Stock shall be valued at its Fair Market Value on the date of exercise of the SAR. If shares of Stock are to be received upon exercise of an SAR, cash shall be delivered in lieu of any fractional share.

(e)    Requirement of Employment or Service. The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain SARs after termination of the Participant’s employment or service, and the circumstances under which SARs may be forfeited.

(f)    Stockholder Rights. No Participant shall have any rights as a stockholder as a result of receiving an SAR until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Stock.

(a)    General Requirements. The Administrator may grant Stock Units to a Participant, upon such terms and conditions as the Administrator deems appropriate under this Section 9. Each Stock Unit shall represent the right of the Participant to receive a share of Stock or an amount based on the value of a share of Stock. All Stock Units shall be credited to accounts on the Company’s records for purposes of the Plan.

(b)    Terms of Stock Units. The Administrator may grant Stock Units that are payable if specified performance goals or other conditions are met, or under other circumstances. Subject to Section 4 hereof, Stock Units may be paid at the end of a specified period, or payment may be deferred to a date authorized by the Administrator. The Administrator shall determine the number of Stock Units to be granted and the requirements applicable to such Stock Units.

(c)    Payment With Respect to Stock Units. Payment with respect to Stock Units shall be made in cash, in Stock, or in a combination of the two, as determined by the Administrator. The Grant Instrument shall specify the maximum number of shares that shall be paid under the Stock Units.

(d)    Requirement of Employment or Service. The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain Stock Units after termination of the Participant’s employment or service, and the circumstances under which Stock Units may be forfeited.

(e)    Stockholder Rights. No Participant shall have any rights as a stockholder as a result of receiving an award of Stock Units until the award of Stock Units is earned and settled in shares of Stock.

(a)    General Requirements. The Administrator may grant Performance Shares to a Participant, upon such terms and conditions as the Administrator deems appropriate under this Section 10. Each Performance Share shall represent the right of the Participant to receive a share of Stock or an amount based on the value of a share of Stock, if specified performance goals are met. All Performance Shares shall be credited to accounts on the Company’s records for purposes of the Plan.

(b)    Terms of Performance Shares. The Administrator shall establish the performance goals and other conditions for payment of Performance Shares. Subject to Section 4 hereof, Performance Shares may be paid at the end of a specified performance or other period, or payment may be deferred to a date authorized by the Administrator. The Administrator shall determine the number of Performance Shares to be granted and the requirements applicable to such Performance Shares.

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(c)    Payment With Respect to Performance Shares. Payment with respect to Performance Shares shall be made in cash, in Stock, or in a combination of the two, as determined by the Administrator. The Administrator may establish in the Grant Instrument a target amount to be paid under a Performance Share based on achievement of the performance goals.

(d)    Requirement of Employment or Service. The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain Performance Shares after termination of the Participant’s employment or service, and the circumstances under which Performance Shares may be forfeited.

(e)    Stockholder Rights. No Participant shall have any rights as a stockholder as a result of receiving an award of Performance Shares until the award of Performance Shares is earned and settled in shares of Stock.

(a)    General Requirements. The Administrator may issue or transfer shares of Stock to a Participant under a Stock Award, upon such terms and conditions as the Administrator deems appropriate under this Section 11. Shares of Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Administrator. Subject to Section 4 hereof, the Administrator may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Administrator deems appropriate, including restrictions based upon the achievement of specific performance goals.

(b)    Number of Shares. The Administrator shall determine the number of shares of Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares.

(c)    Requirement of Employment or Service. The Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain Stock Awards after termination of the Participant’s employment or service, and the circumstances under which Stock Awards may be forfeited.

(d)    Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 16. Each certificate, or electronic book entry equivalent, for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Administrator may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed.

(e)    Stockholder Rights. Unless otherwise specified in accordance with the applicable Grant Instrument, during the period when the shares of Stock granted pursuant to the Stock Award may be forfeited or are nontransferable, a Participant will have the rights of a stockholder with respect to a Stock Award, including the right to receive regularly paid dividends and vote the shares of Stock.

(a)    General Requirements. When the Administrator makes a Grant under the Plan, other than an Option or SAR, the Administrator may grant Dividend Equivalents in connection with such Grants, under such terms and conditions as the Administrator deems appropriate under this Section 12. Dividend Equivalents may be paid to Participants currently or may be deferred, as determined by the Administrator.

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All Dividend Equivalents that are not paid currently shall be credited to accounts on the Company’s records for purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation, or may be converted to Stock Units for the Participant, as determined by the Administrator. Unless otherwise specified in the Grant Instrument, deferred Dividend Equivalents will not accrue interest. The Administrator may provide that Dividend Equivalents shall be payable based on the achievement of specific performance goals. Dividend Equivalents may accrue on unearned performance awards but shall not be payable unless and until such performance metrics are met.    

(b)    Payment with Respect to Dividend Equivalents. Dividend Equivalents may be payable in cash or shares of Stock or in a combination of the two, as determined by the Administrator.

The Administrator may grant other awards that are cash-based or based on, measured by or payable in Stock to Participants, on such terms and conditions as the Administrator deems appropriate under this Section 13. OtherStock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be payable in Stock or cash, or in a combination of the two, as determined by the Administrator in the Grant Instrument.

The Administrator may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares of Stock that would otherwise be due to the Participant in connection with any Grant. The Administrator shall establish rules and procedures for such deferrals. Any deferrals under the Plan shall be intended to comply with the requirements of section 409A of the Code and any corresponding regulations and guidance.

(a)    Required Withholding. All Grants under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Employer may require that the Participant or other person receiving or exercising Grants pay to the Employer the amount of any federal, state or local taxes that the Employer is required to withhold with respect to such Grants, or the Employer may deduct from other wages paid by the Employer the amount of any withholding taxes due with respect to such Grants.

(b)    Election to Withhold Shares. If the Administrator so permits, a Participant may elect to satisfy the Employer’s tax withholding obligation with respect to Grants paid in Stock by having shares withheld, at the time such Grants become taxable, up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities. In addition, with respect to any required tax withholding amount that exceeds the minimum applicable withholding tax rate, the Administrator may permit a Participant to satisfy such tax withholding obligation with respect to such excess amount by providing that the Participant may elect to deliver to the Company shares of Stock owned by the Participant that have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Company. The elections described in this subsection (b) must be in a form and manner prescribed by the Administrator and may be subject to the prior approval of the Administrator.

(a)    In General. Except as provided in this Section 16, only the Participant may exercise rights under a Grant during the Participant’s lifetime. A Participant may not transfer those rights except by will

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or by the laws of descent and distribution, or, with respect to Grants other than Incentive Stock Options, if permitted in any specific case by the Administrator, pursuant to a domestic relations order. When a Participant dies, the Successor Participant may exercise such rights in accordance with the terms of the Plan. A Successor Participant must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Participant’s will or under the applicable laws of descent and distribution.

(b)    Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Administrator may provide in a Grant Instrument that a Participant may transfer Nonqualified Stock Options to family members of the Participant, one or more trusts in which family members of the Participant have more than 50% of the beneficial interest, foundations in which family members of the Participant (or the Participant) control the management of assets, or any other entity in which family members of the Participant (or the Participant) own more than 50% of the voting interests, consistent with applicable securities laws, according to such terms as the Administrator may determine, provided that the Participant receives no consideration for the transfer of a Nonqualified Stock Option and the transferred Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to the Nonqualified Stock Option immediately before the transfer.

(a)    Assumption of Grants. Upon a Change in Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Administrator determines otherwise, all outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding Grants shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation).

(b)    Other Alternatives. Notwithstanding the foregoing, in the event of a Change in Control, the Administrator may take any of the following actions with respect to any or all outstanding Grants: the Administrator may (i) determine that outstanding Options and SARs shall accelerate and become exercisable, in whole or in part, upon the Change in Control or upon such other event as the Administrator determines, (ii) determine that the restrictions and conditions on outstanding Stock Awards shall lapse, in whole or in part, upon the Change in Control or upon such other event as the Administrator determines, (iii) determine that Participants holding Stock Units, Performance Shares, Dividend Equivalents, and Other Stock-Based Awards shall receive a payment in settlement of such Stock Units, Performance Shares, Dividend Equivalents, and Other Stock-Based Awards in an amount determined by the Administrator, (iv) require that Participants surrender their outstanding Options and SARs in exchange for a payment by the Company, in cash or Stock, as determined by the Administrator, in an amount equal to the amount by which the then Fair Market Value of the shares of Stock subject to the Participant’s unexercised Options and SARs exceeds the Option Price of the Options or the base amount of SARs, as applicable, or (v) after giving Participants an opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs at such time as the Administrator deems appropriate. Such surrender, termination or settlement shall take place as of the date of the Change in Control or such other date as the Administrator may specify. The Administrator shall have no obligation to take any of the foregoing actions, and, in the absence of any such actions, outstanding Grants shall continue in effect according to their terms (subject to any assumption pursuant to subsection (a)). In addition, if a Change in Control constitutes a payment event with respect to any Option, SAR, Stock Award, Stock Unit, Performance Share or Other Stock-Based Award that provides for the deferral of compensation and is subject to Section 409A of the Code, no payment will be made under that award on account of a Change in Control unless the event described in subsection (i), (ii), (iii) or (iv) under the definition of Change in Control, as applicable, constitutes a “change in control event” as defined in Treasury RegulationSection 1.409A-3(i)(5).

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(c)    Administrator. The Administrator making the determinations under this Section 17 following a Change in Control must be comprised of the same members as those constituting the Administrator immediately before the Change in Control.

(d)    Limitation of Benefits. The benefits that a Participant may be entitled to receive under the Plan and other benefits that a Participant is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under the Plan, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 17, the Parachute Payments (defined below) will be reduced pursuant to this section if, and only to the extent that, a reduction will allow a Participant to receive a greater Net After Tax Amount (defined below) than a Participant would receive absent a reduction. The Accounting Firm (defined below) will first determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under the Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under the Plan or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that results in the best economic benefit to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Participant and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this section, it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed hereunder (“Overpayments”), or that additional amounts should be paid or distributed to the Participant hereunder (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay the Overpayment to the Company, without interest; provided, however, that no amount will be payable by the Participant to the Company unless, and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid, without interest, to the Participant promptly by the Company.

For purposes of this Section 17, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the date of the Change in Control. The term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any state or local income taxes applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the

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Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. The term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder. Notwithstanding any other provision of this section, this Section 17 shall not limit or otherwise supersede the provisions of any other agreement or plan which provides that a Participant cannot receive Payments in excess of the Capped Payments.

No shares of Stock shall be issued or transferred in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance of such Stock have been complied with to the satisfaction of the Administrator. The Administrator shall have the right to condition any Grant made to any Participant hereunder on such Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Stock as the Administrator shall deem necessary or advisable, and certificates representing such shares may be legended to reflect any such restrictions. Certificates representing shares of Stock issued or transferred under the Plan, if any, will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon.

(a)    Amendment. The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without approval of the stockholders of the Company if such approval is required in order to comply with the Code, applicable laws and stock exchange requirements, or as required by Section 20(b) below. No amendment or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Grant previously made to the Participant, unless such right has been reserved in the Plan or the Grant Instrument, or except as provided in Section 20(b) below.

(b)    No Repricing Without Stockholder Approval. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation,split-up,spin-off, combination, or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs without stockholder approval.

(c)    Termination of Plan. The Plan shall terminate on the day immediately preceding the tenth anniversary of the Effective Date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders. The termination of the Plan shall not impair the power and authority of the Administrator with respect to an outstanding Grant.