DEF 14A of KKR Real Estate Finance Trust Inc.
Filed Mar 3, 2026 · FY20250001140361-26-007573
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS There are currently eight members serving on the Board. The Board of Directors, upon recommendation of its Nominating and Corporate Governance Committee, unanimously nominated the eight directors listed below for re-election to the Board at the Annual Meeting. The Board knows of no reason why these nominees are unable or unwilling to serve as directors if re-elected but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of any substitute nominee selected by our Board, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our Bylaws.
Nominees for Election as Directors
Nominees for Election as Directors The following sets forth the positions, ages and biographical information for our director nominees as of March 3, 2026.
Nominees for Election as Directors
| Name | Age | Position | | Ralph F. Rosenberg | 61 | Chairman of the Board* | | Christen E.J. Lee | 47 | Vice Chairman of the Board* | | Matthew A. Salem | 52 | Chief Executive Officer and Director | | Terrance R. Ahern | 70 | Director | | Irene M. Esteves | 67 | Director | | Jonathan A. Langer | 57 | Director | | Paula Madoff | 58 | Director | | Deborah H. McAneny | 66 | Director |
Nominees for Election as Directors
| * Following the Annual Meeting, the Board is expected to elect Mr. Lee as Chairman of the Board. Mr. Rosenberg will continue to serve as a director. |
Nominees for Election as Directors
Ralph F. Rosenberg has served as a director since October 2014 and is the Chairman of our Board of Directors. Mr. Rosenberg is also a member of our Manager’s investment committee. Mr. Rosenberg joined KKR in 2011 and is a Partner and the Chairman of KKR’s Real Assets Platform. Mr. Rosenberg is Chairman of the Board of Directors of KKR Real Estate Select Trust and a member of the Board of Directors of KKR Realty Japan Management. Prior to joining KKR, he was a partner at Eton Park Capital Management and managed his own firm, R6 Capital Management, which later merged into Eton Park. Previously, Mr. Rosenberg was a partner at Goldman Sachs. Mr. Rosenberg serves on the Brown University Investment Committee and the Investment Committee of the Urban Land Institute. He is a former global and U.S. Trustee of the Urban Land Institute, a former chair of the Board of Directors of the Pension Real Estate Association (PREA) and a former member of the Board of Directors of the PREA Foundation and AFIRE. He is an Emeriti Member of the Brown University Corporation and is an Honorary Trustee of the Francis W. Parker School in Chicago, Illinois. He is also a former trustee of the Stanford Graduate School of Business Trust and a former trustee and former vice-chair of the Board of Directors of the Masters School in Dobbs Ferry, New York. Mr. Rosenberg holds an undergraduate degree from Brown University, where he graduated magna cum laude, and holds an M.B.A. from the Stanford Graduate School of Business. Qualifications, Attributes, Skills and Experience: Our Board considered his significant experience and expertise in real estate equity and debt investment. Our Board also considered Mr. Rosenberg’s prior board experience. Christen E.J. Lee has served as a director since April 2020 and is the Vice Chairman of our Board of Directors. Mr. Lee is also a member of our Manager’s investment committee. He previously served as Co-Chief Executive Officer and Co-President of our Company from October 2015 through March 2020. He also served as Co-Chief Executive Officer and Co-President of our Manager from March 2016 through January 2021. Mr. Lee joined KKR in 2012 and is a Partner and President of KKR’s global real estate business. Mr. Lee serves as Portfolio Manager for KKR Property Partners Americas. Mr. Lee sits on KKR’s Operating Committee, KKR’s Real Estate Equity and Credit Investment Committees in the Americas, KKR’s Real Estate Equity and Credit Portfolio Management Committees in the Americas, KKR’s ESG Committee, KKR’s Global Inclusion and Diversity Council, co-chairs KKR’s Americas Inclusion and Diversity Council and chairs KKR’s Real Estate Valuation Committee. Previously, he served as Head of Real Estate in the Americas, overseeing both equity and credit investing platforms in the region. Prior to joining KKR, he spent three years at Apollo Global Management on their global real estate team where he focused on real estate acquisitions. Mr. Lee also worked at Goldman Sachs in the merchant banking division’s real estate principal investment area (REPIA) for over five years after spending two years in the investment banking division. He earned his MBA from Harvard Business School and his Bachelor’s degree in Economics from Emory University. Mr. Lee currently serves as a trustee of St. Mark’s School of Texas in Dallas, Texas, as a member of the Board of Directors of Sponsors for Educational Opportunity (SEO) in New York, New York, as a member of the Board of Directors of the PREA Foundation in Hartford, Connecticut, as a trustee of Collegiate School in New York, New York and as a member of the Dean’s Advisory Council for Emory College of Arts and Sciences in Atlanta, Georgia. He is a member of the CRE Finance Council, Pension Real Estate Association, Real Estate Capital Policy Advisory Committee for the Real Estate Roundtable, Real Estate Executive Council, Manhattan Chapter of YPO and Urban Land Institute where he sits on one of its Urban Development and Mixed-Use Councils. Qualifications, Attributes, Skills and Experience: Our Board considered his significant experience and expertise in real estate equity and debt investments and his involvement in the real estate industry. Our Board also considered Mr. Lee’s experience as the Company’s former Co-Chief Executive Officer and Co-President. Matthew A. Salem has served as a director since February 2022 and as Chief Executive Officer of our Company since March 2020. Mr. Salem has also served as the Chief Executive Officer of our Manager since January 2021 and is a member of its investment committee. Mr. Salem previously served as Co-Chief Executive Officer and Co-President of our Company from October 2015 through March 2020, and of our Manager from March 2016 through January 2021. Mr. Salem joined KKR in 2015 and is a Partner and Head of Real Estate Credit. He also serves as Vice Chairman of KKR Real Estate Select Trust Inc. Mr. Salem sits on KKR’s Real Estate Investment Committees. Prior to joining KKR, Mr. Salem was a managing director at Rialto Capital Management. Before joining Rialto in 2012, he was a managing director and head of CMBS trading at Goldman Sachs. Before joining Goldman Sachs in 2006, Mr. Salem held positions at Morgan Stanley and Citigroup Alternative Investments where he invested in mezzanine debt and other high yield CRE credit on behalf of the Travelers Insurance Companies. He began his career in 1996 at Midland Loan Services in Kansas City. Mr. Salem has a B.A. in Economics from Bates College. He has served on the Board of Governors of the Commercial Real Estate Finance Council and as Chair of the B-Piece Buyer Forum. Qualifications, Attributes, Skills and Experience: Our Board considered his significant experience and expertise in real estate equity and debt investments, his involvement in the real estate industry and his experience as the Company’s Chief Executive Officer. Terrance R. Ahern has served as a director since May 2017. Mr. Ahern was the co-founder and former CEO and Chairman Emeritus of The Townsend Group, a provider of global investment management solutions focused on real estate infrastructure, timber and agriculture. He was also a Special Advisor to the President of Aon Plc. Prior to founding Townsend, Mr. Ahern was the Vice President of a real estate investment bank after beginning his career in the private practice of law. Mr. Ahern was a member of the National Council of Real Estate Investment Fiduciaries and is a former member of the board of directors of the Pension Real Estate Association. He is currently chairman of the board of directors of Curbline Properties Corp. (NYSE: CURB), where he also serves as chair of the compensation committee and member of the audit committee. He previously served as an independent director of Site Centers Corp. (NYSE: SITC) from 2000 until 2024 and as chairman of the board of directors of Site Centers Corp. from 2011 until 2024. . He previously served as an independent director on the board of directors of Berkshire Realty Company, Inc. (formerly NYSE: BRI) from 1997 until the company was taken private in 1999. Mr. Ahern received a B.A., magna cum laude, and J.D. cum laude, from Cleveland State University. Qualifications, Attributes, Skills and Experience: Our Board considered his significant experience and expertise in real estate investments and his involvement in the real estate industry. Our Board also considered Mr. Ahern’s public company board experience.
Nominees for Election as Directors
Irene M. Esteves has served as a director since June 2018. Ms. Esteves served as the Executive Vice President and Chief Financial Officer of Spirit AeroSystems Holdings, Inc. (formerly NYSE: SPR) from June 2024 through December 2025. She was the Executive Vice President and Chief Financial Officer of Time Warner Cable Inc. from 2011 to 2013. She previously served as the Executive Vice President and Chief Financial Officer of XL Group plc. Prior to that, Ms. Esteves was the Executive Vice President and Chief Financial Officer of Regions Financial Corporation. In addition to KREF, Ms. Esteves currently serves as a director of Roper Technologies, Inc. (NYSE: ROP), where she is a member of the Audit Committee and the Nominating and Corporate Governance Committee. Ms. Esteves previously served as a director of Spirit AeroSystems Holdings, Inc. (formerly NYSE: SPR), R.R. Donnelley & Sons Company (formerly NYSE: RRD), Aramark (NYSE: ARMK), Level 3 Communications, Inc. (formerly NYSE: LVLT), The Timberland Co. (formerly Nasdaq: TBL), Johnson Diversey Inc., tw telecom inc. (formerly Nasdaq: TWTC), and Mrs. Baird’s Bakeries Inc. Ms. Esteves received a B.B.A. from the University of Michigan School of Business and an M.B.A. with Beta Gamma Sigma honors from the J.L. Kellogg Graduate School of Management at Northwestern University. Qualifications, Attributes, Skills and Experience: Our Board considered her financial expertise and familiarity with financial reporting and internal controls having served as chief financial officer of various public companies, her knowledge and familiarity overseeing global finance, risk, management and strategy for large domestic and international companies and her considerable corporate governance experience having served on several other public company boards. Jonathan A. Langer has served as a director since May 2017. Mr. Langer has served as a Managing Member at Fireside Investments LLC, a private investment firm that he founded in January 2012. He is currently a member of the board of directors of International Market Centers, Inc., which he joined in September of 2017, and Kasa Living, Inc., which he joined in October 2023. Mr. Langer served as Chief Executive Officer and President of NorthStar Realty Finance Corp. (Nasdaq: formerly NRF) from August 2015 to March 2017, when NorthStar Realty Finance merged with Colony Capital, Inc. and NorthStar Asset Management Group Inc. He also served as Executive Vice President of NorthStar Asset Management Group from August 2015 to March 2017, a position he maintained as a co-employee with NorthStar Realty Finance. Mr. Langer was an Operating Partner and Consultant at Bain Capital from March 2010 to March 2012, where he worked in its private equity area. From 1994 to 2010, Mr. Langer was employed at Goldman, Sachs & Co., where he most recently worked as a Partner in its Real Estate Principal Investment Area (REPIA), which invests the Whitehall Street Real Estate Limited Partnerships. His responsibilities included overseeing REPIA’s North American real estate and global lodging investment efforts. During his tenure at Goldman Sachs, Mr. Langer served as a member of the board of directors of Icon Parking, Westin Hotels and Resorts, Kerzner International Resorts, Inc., Hilton Hotels & Resorts and Strategic Hotels & Resorts, Inc. (formerly NYSE: BEE). He also served on the board of Morgans Hotel Group (formerly Nasdaq: MHGC) and was chairman of its special transaction committee. Mr. Langer received a B.S. in Economics from the Wharton School at the University of Pennsylvania. Qualifications, Attributes, Skills and Experience: Our Board considered his experience as a chief executive officer of a public company, extensive real estate and investment expertise and roles at several public companies. Our Board also considered Mr. Langer’s significant prior private and public company board experience. Paula Madoff has served as a director since May 2018. Ms. Madoff currently serves as an Advisor to The Goldman Sachs Group. She has been employed by Goldman for 30 years where she was most recently a Partner in the Global Markets Division. She brings experience in managing regulatory and market structure changes, investing, risk management, and capital markets activities. Ms. Madoff serves as a non-executive director on the boards of Power Corporation of Canada (TSX: POW); Great-West Lifeco (TSX: GWO); Tradeweb (Nasdaq: TW); Santander Holdings USA and Santander Bank NA; and Beacon. Ms. Madoff previously served as a director of Putnam Investments; Motive Capital Corp I and II (NYSE: MOTV; NYSE: MTVC); and ICE Benchmark Administration, where she was also Chair of the ICE LIBOR Oversight Committee. She held several additional leadership positions at Goldman, including Co-Chair of the Retirement Committee, overseeing all 401(k) and pension plan assets; CEO of Goldman Sachs Mitsui Marine Derivatives Products, L.P.; and was a member of its Securities Division Operating Committee, Firmwide New Activity Committee, GS Bank USA Client and Business Standards Committee, and Counterparty Risk Committee. Before joining Goldman, Ms. Madoff worked in Mergers and Acquisitions at Wasserstein Perella and in Corporate and Real Estate Finance at Bankers Trust. Ms. Madoff is the President of the Harvard Business School Alumni Board, a member of the Harvard Kennedy School Women and Public Policy Women’s Leadership Board, and is a David Rockefeller Fellow. Ms. Madoff received an M.B.A. from Harvard Business School and a Bachelor of Arts degree in Economics, cum laude, from Lafayette College. Qualifications, Attributes, Skills and Experience: Our Board considered her experience in capital markets, risk management, and knowledge of interest rate products and mortgages, as well as her extensive private and public company board and committee experience. Deborah H. McAneny has served as a director since May 2017. Ms. McAneny previously served as the Chief Operating Officer of Benchmark Senior Living, LLC, an owner and operator of senior living facilities in New England from 2007 to 2009. Prior to joining Benchmark, Ms. McAneny was employed by John Hancock Financial Services, where she advanced to Executive Vice President and was responsible for a portfolio of structured and alternative investment businesses including John Hancock’s real estate, structured fixed income, timber and agricultural investment business
Nominees for Election as Directors
units. Prior to joining John Hancock in 1985, she was a senior auditor for Arthur Anderson & Co. Ms. McAneny is currently a director of Jones Lang LaSalle Incorporated (NYSE: JLL), a leading global professional services and investment management firm specializing in real estate where she serves as the Chairperson of the compensation committee and a member of the nominating and corporate governance committees, a director of RREEF Property Trust, Inc., a public non-traded REIT, where she serves on the audit committee. From 2015 through March 2023, Ms. McAneny served as a director of First Eagle Alternative Capital BDC, Inc. (Nasdaq: FCRD), a publicly traded business development company, where she was the chairperson of the audit committee. From 2007 to 2019, she served as the lead independent director of HFF, Inc. (NYSE:HF), a leading provider of commercial real estate and capital markets services in the US. From 2005 to 2014, she also served as a director of KKR Financial Holdings LLC (formerly NYSE: KFN), a specialty finance company, where she was chairperson of the compensation committee and a member of the affiliated transaction committee and nominating and corporate governance committee. She formerly served as Chair of the board of the University of Vermont Foundation and as trustee and chair of the board of the University of Vermont. Ms. McAneny has also served as President of the CRE Finance Council, formerly known as the Commercial Mortgage Securities Association. Ms. McAneny received a B.S. in Business Management from the University of Vermont. Qualifications, Attributes, Skills and Experience: Our Board considered her many years of real estate and finance experience, as well as her involvement in the real estate industry. Our Board also considered Ms. McAneny’s extensive private and public company board and committee experience. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
Annual Director Compensation Program
Annual Director Compensation Program During 2025, each director who has been determined independent was entitled to receive annual compensation as follows:
Annual Director Compensation Program
| • | a cash retainer of $105,000 paid quarterly in arrears; |
Annual Director Compensation Program
| • | an additional cash retainer of $30,000 for our Lead Independent Director; |
Annual Director Compensation Program
| • | an additional cash retainer of $15,000 for those serving on the Audit Committee ($20,000 in the case of the Chairperson); |
Annual Director Compensation Program
| • | an additional cash retainer of $7,500 for those serving on the Compensation Committee ($15,000 in the case of the Chairperson); |
Annual Director Compensation Program
| • | an additional cash retainer of $5,000 for those serving on the Nominating and Corporate Governance Committee ($10,000 in the case of the Chairperson); |
Annual Director Compensation Program
| • | an additional cash retainer of $5,000 for those serving on the Affiliate Transaction Committee ($10,000 in the case of the Chairperson); and |
Annual Director Compensation Program
| • | an equity award of $110,000 in the form of restricted stock units (“RSUs”), which generally vests in full on the first anniversary of the grant date. |
Annual Director Compensation Program
Each of our directors is also reimbursed for reasonable travel and related expenses associated with attendance at our Board or committee meetings.
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The following table sets forth the compensation paid or awarded to or earned by our directors for the fiscal year ended December 31, 2025 (other than Mr. Salem who is a Named Executive Officer for the period and whose compensation is set forth in the Summary Compensation Table).
Director Compensation for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Terrance R. Ahern | 117,500 | 110,000 | 227,500 | | Irene M. Esteves | 135,000 | 110,000 | 245,000 | | Jonathan A. Langer | 130,000 | 110,000 | 240,000 | | Christen E.J. Lee(3) | — | — | — | | Paula Madoff | 137,500 | 110,000 | 247,500 | | Deborah H. McAneny | 165,000 | 110,000 | 275,000 | | Ralph F. Rosenberg(3) | — | — | — |
Director Compensation for Fiscal 2025
| (1) Represents the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation, without taking into account estimated forfeitures. |
Director Compensation for Fiscal 2025
| (2) On April 25, 2026, each of the independent directors was granted 12,387 RSUs with a grant date fair value of $110,000. These RSU awards will vest on the first anniversary of the date of grant. As of December 31, 2025, each of the independent directors held 12,387 unvested RSU awards. For fiscal 2025, Mses. Esteves and McAneny and Mr. Langer elected to participate in the KKR Real Estate Finance Trust Inc. Directors and Officers Deferral Plan (the “Deferral Plan”), pursuant to which shares of the Company’s common stock issuable upon vesting of their RSUs granted in fiscal 2025 will be subject to deferral and credited to their deferral account as Deferred Stock Units (“DSUs”) in accordance with the terms of the Deferral Plan. Such DSUs will be settled in shares of the Company’s common stock in accordance with the terms of the Deferral Plan and each director’s election thereunder. For more information on the Deferral Plan, see “Executive Compensation-Compensation Discussion and Analysis-Deferral Plan” below. |
Director Compensation for Fiscal 2025
| (3) Messrs. Lee and Rosenberg are employees of KKR and no additional remuneration was paid to them for their service on the Board in fiscal 2025. As of December 31, 2025, Mr. Lee held the following unvested KREF RSU awards: 8,333 RSUs granted on December 15, 2023, which will vest on October 1, 2026. |
Director Compensation for Fiscal 2025
Non-Employee Director Stock Ownership Policy. In February 2022, the Board adopted a stock ownership policy for our non-employee directors in order to better align our non-employee directors’ financial interests with those of our stockholders by requiring such directors to own a minimum level of our stock. Each of our non-employee directors (other than a non-employee director who is employed by our Manager (or an affiliate thereof)) is required to own shares in an amount equal to three times his or her annual cash retainer within five years of becoming subject to the policy. All of our non-employee directors are in compliance with the stock ownership policy.
Compensation Discussion and Analysis
The Compensation Committee engaged the services of a compensation consultant, Ferguson Partners Consulting, L.P., or FPL, to review and advise the Compensation Committee regarding the size of the Company’s equity award pool for 2025. FPL has no other relationships with the Company and is considered an independent third-party advisor. At the time of the engagement of FPL, the Compensation Committee reviewed FPL’s independence and determined that FPL’s work for the Compensation Committee did not raise any conflict of interest pursuant to SEC and NYSE rules. Equity-Based Compensation We have adopted an incentive plan, the KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan (the “Incentive Plan”), under which we may award equity-based and cash-based awards to our and our subsidiaries’ directors, officers, employees, consultants and advisors, and directors, officers and employees of our Manager and its affiliates that are providing services to us and our subsidiaries. These awards are designed to align the interests of such individuals with those of our stockholders and enable our Manager and its affiliates that provide services to us and our subsidiaries to attract, motivate and retain talented individuals. Our Compensation Committee may, from time to time, grant our Named Executive Officers equity-based awards, including stock options, restricted shares of our common stock, RSUs, stock appreciation rights and other equity-based awards that are exercisable for or settle in shares of our common stock. These awards are designed to align the interests of our Named Executive Officers with those of our stockholders, by allowing our Named Executive Officers to share in the creation of value for our stockholders through capital appreciation and dividends. These equity awards are generally subject to vesting requirements over a number of years, and are designed to promote the retention of management and achievement of strong performance for the Company. These awards provide a further benefit to us by enabling our Manager to attract, motivate and retain talented individuals to serve as our executive officers. The Compensation Committee reviews the recommendations of the Company’s chief executive officer and outside compensation consultant in determining the appropriate size of the equity award for each executive officer. These recommendations take into account the financial performance of the Company during the prior fiscal year, current market conditions, the performance of each executive officer and the desire to continue to align the interests of each of our executive officers with our stockholders. In 2025, our Named Executive Officers were granted RSUs in the following amounts: 81,250 RSUs to Mr. Salem; 73,500 RSUs to Mr. Mattson; 24,000 RSUs to Ms. Decious and 6,500 RSUs to Ms. Galligan. These RSUs will vest in three substantially equal annual installments beginning on October 1, 2026, subject to the Named Executive Officer’s continued employment. Each of our executive officers is also subject to stock ownership requirements, which provide that the executive retain at least 15% of the shares of common stock underlying his or her vested equity-based awards prior to giving effect to any net settlement due to tax withholding. All outstanding and future RSU awards are entitled to dividend equivalent payments upon payment by KREF of dividends on shares of the Company’s common stock in the same form and in an amount equal to the amount of such dividends. These dividend equivalents are fully vested upon payment. Deferral Plan In 2022, the Board, upon the approval and recommendation of the Compensation Committee, adopted the KKR Real Estate Finance Trust Inc. Directors and Officers Deferral Plan (the “Deferral Plan”). The Deferral Plan is an unfunded, unsecured deferred compensation plan that allows participants to defer receipt of shares of the Company’s common stock issuable upon vesting of any RSU in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986. Non-employee members of the Board, officers of the Company and, subject to the designation of the Compensation Committee, managers or officers of the Manager, are eligible to participate in the Deferral Plan. The Deferral Plan is administered by the Compensation Committee. Pursuant to the Deferral Plan, participants may elect to defer receipt of all or a portion of any shares of the Company’s common stock issuable upon vesting of any RSU granted to such participant in 25% increments. No dividend equivalent right applicable to any RSU will be subject to deferral. Deferred stock units (“DSUs”) credited to participants shall be entitled to dividend equivalent payments upon payment by the Company of dividends on shares of the Company’s common stock in the same form and amount equal to the amount of such dividends and are not subject to deferral under the Deferral Plan. Distributions under the Deferral Plan will generally be paid in a one-time distribution or in up to ten annual installments, as elected by the participant, to occur on (i) a fixed date following the date the RSUs would have otherwise vested, (ii) upon the participant’s termination of employment or service or (iii) the earlier of (i) or (ii) above. A lump sum distribution is automatically triggered by a change in control of the Company or upon such participant’s death. Insider Trading Policy - Hedging and Other Transactions Prohibited We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees (if any). We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Additionally, per our Insider Trading Policy, directors, officers and employees (if any) are prohibited from engaging in transactions in our securities that are inconsistent with a long-term investment in our Company. These transactions include any trading activity designed to profit from fluctuations in the price of these securities, such as short sales or purchasing our securities on margin. Our Insider Trading Policy also prohibits the use of equity swaps, puts, calls, options and other derivative securities or any instruments designed to increase in value as a result of, or hedge or offset any decrease in, the market value of our securities. Incentive Compensation Clawback Policy In 2023, our compensation committee adopted an Incentive Compensation Clawback Policy in accordance with NYSE listing standards implementing Exchange Act Rule 10D-1. The clawback policy provides for mandatory recoupment of excess incentive-based compensation received by a covered executive (including the NEOs) on or after October 2, 2023 in the event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under federal securities laws. Historically, the Company’s compensation program has not included “incentive-based compensation,” which is defined in the NYSE listing standards to include any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. Any recoupment under this policy may be in addition to, and shall not otherwise limit, any other remedies that may be available to the Company under applicable law. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-public Information
Summary Compensation Table
Summary Compensation Table The following table sets forth all compensation paid to or accrued by our Named Executive Officers for whom we are able to quantify such compensation for services the Named Executive Officer rendered to us during the fiscal years presented.
Summary Compensation Table
| Name and Principal Position | Year | Salary $ | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Matthew A. Salem Chief Executive Officer | 2025 | — | — | 688,188 | — | — | — | — | 688,188 | | | 2024 | — | — | 915,688 | — | — | — | — | 915,688 | | | 2023 | — | — | 1,027,088 | — | — | — | — | 1,027,088 | | W. Patrick Mattson President, Chief Operating Officer and Secretary | 2025 | — | — | 622,545 | — | — | — | — | 622,545 | | | 2024 | — | — | 828,345 | — | — | — | — | 828,345 | | | 2023 | — | — | 922,695 | — | — | — | — | 922,695 | | Kendra Decious(2) Chief Financial Officer and Treasurer | 2025 | 183,133 | 401,190 | 203,280 | — | — | — | 14,783 | 802,386 | | | 2024 | 178,467 | 264,256 | 270,480 | — | — | — | 12,188 | 725,391 | | | 2023 | 252,673 | 403,826 | 323,280 | — | — | — | 17,138 | 996,917 | | Kelly Galligan Former General Counsel and Secretary | 2025 | — | — | 55,055 | — | — | — | — | 55,055 | | | 2024 | — | — | 39,445 | — | — | — | — | 39,445 |
Summary Compensation Table
| (1) Represents the grant date fair value of the awards computed in accordance with FASB ASC 505, Equity, without taking into account estimated forfeitures. |
Summary Compensation Table
| (2) Amounts in the “Salary,” “Bonus” and “All Other Compensation” columns represent the compensation expense, including annual base salary and bonus, that was allocable under the Management Agreement based on the percentage of time Ms. Decious spent managing our affairs in her capacity as our Chief Financial Officer. The amount in “All Other Compensation” for 2025 column includes our allocable share of expenses associated with taxes in relation to Ms. Decious’ employment. |
Grants of Plan Based Awards in 2025
Grants of Plan Based Awards in 2025
Grants of Plan Based Awards in 2025
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Matthew A. Salem | 12/18/2025 | 81,250 | 688,188 | | W. Patrick Mattson | 12/18/2025 | 73,500 | 622,545 | | Kendra Decious | 12/18/2025 | 24,000 | 203,280 | | Kelly Galligan | 12/18/2025 | 6,500 | 55,055 |
Grants of Plan Based Awards in 2025
| (1) Represents RSUs granted in 2025 under our Incentive Plan. |
Grants of Plan Based Awards in 2025
| (2) Represents the grant date fair value of the awards computed in accordance with FASB ASC 505, Equity, without taking into account estimated forfeitures. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Matthew A. Salem | 160,834(3) | 1,322,055 | — | — | | W. Patrick Mattson | 145,334(4) | 1,194,645 | — | — | | Kendra Decious | 48,000(5) | 394,560 | — | — | | Kelly Galligan | 8,833(6) | 72,607 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Represents the RSUs that had not vested as of December 31, 2025. For additional information on vesting upon specified termination events, see “Potential Payments Upon Termination or Change in Control.” |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Amounts reported are based on the closing price of our common stock on the NYSE as of December 31, 2025, the last trading day of the fiscal year, of $8.22. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Includes: (i) 25,417 RSUs granted on December 18, 2023, which will vest on October 1, 2026; (ii) 54,167 RSUs granted on December 16, 2024 which will vest in substantially equal installments on October 1, 2026 and October 1, 2027; and (iii) 81,250 RSUs granted on December 18, 2025 which will vest in substantially equal installments on October 1, 2026, October 1, 2027 and October 1, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Includes: (i) 22,834 RSUs granted on December 18, 2023, which will vest on October 1, 2026; (ii) 49,000 RSUs granted on December 16, 2024 which will vest in equal installments on October 1, 2026 and October 1, 2027; and (iii) 73,500 RSUs granted on December 18, 2025 which will vest in equal installments on October 1, 2026, October 1, 2027 and October 1, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Includes: (i) 8,000 RSUs granted on December 18, 2023, which will vest on October 1, 2026; (ii) 16,000 RSUs granted on December 16, 2024 which will vest in equal installments on October 1, 2026 and October 1, 2027; and (iii) 24,000 RSUs granted on December 18, 2025 which will vest in equal installments on October 1, 2026, October 1, 2027 and October 1, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) Includes: (i) 2,334 RSUs granted on December 16, 2024 which would have vested in equal installments on October 1, 2026 and October 1, 2027; and (ii) 6,500 RSUs granted on December 18, 2025 which would have vested in substantially equal installments on October 1, 2026, October 1, 2027 and October 1, 2028. Due to her resignation from the Company on January 30, 2026, Ms. Galligan forfeited all unvested awards at such time. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Matthew A. Salem | 85,834(3) | 771,648 | | W. Patrick Mattson | 70,134(4) | 630,505 | | Kendra Decious | 21,834 | 196,288 | | Kelly Galligan | 1,167 | 10,491 |
Option Exercises and Stock Vested in 2025
| (1) The equity awards that vested during the 2025 fiscal year consist of RSUs previously granted by us pursuant to our Incentive Plan and outstanding on January 1, 2025. |
Option Exercises and Stock Vested in 2025
| (2) The value realized on vesting is based on the closing price on the NYSE of our common stock on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date. |
Option Exercises and Stock Vested in 2025
| (3) Includes (i) 33,334 RSUs originally granted to the executive on December 19, 2022 that vested on October 1, 2025 and were voluntarily deferred by the executive pursuant to the terms of the Company’s Deferral Plan, with a value realized on vesting of $299,673; (ii) 25,417 RSUs originally granted to the executive on December 18, 2023 that vested on October 1, 2025 and were voluntarily deferred by the executive pursuant to the terms of the Company’s Deferral Plan, with a value realized on vesting of $228,499; and (iii) 27,083 RSUs originally granted to the executive on December 16, 2024 that vested on October 1, 2025 and were voluntarily deferred by the executive pursuant to the terms of the Company’s Deferral Plan, with a value realized on vesting of $243,476. These vested RSUs voluntarily deferred by the executive will not be delivered until the earlier of (a) five years after the vesting date or (b) the executive’s termination. |
Option Exercises and Stock Vested in 2025
| (4) Includes (i) 22,800 RSUs originally granted to the executive on December 19, 2022 that vested on October 1, 2025 and were voluntarily deferred by the executive pursuant to the terms of the Company’s Deferral Plan, with a value realized on vesting of $204,972; (ii) 22,834 RSUs originally granted to the executive on December 18, 2023 that vested on October 1, 2025 and were voluntarily deferred by the executive pursuant to the terms of the Company’s Deferral Plan, with a value realized on vesting of $205,278; and (iii) 24,500 RSUs originally granted to the executive on December 16, 2024 that vested on October 1, 2025 and were voluntarily deferred by the executive pursuant to the terms of the Company’s Deferral Plan, with a value realized on vesting of $220,255. These vested RSUs voluntarily deferred by the executive will not be delivered until five years after the vesting date. |
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The following table provides a summary of each Named Executive Officer’s participation in our Deferral Plan during fiscal 2025 with respect to voluntarily deferred and vested, but undelivered RSUs. For a discussion of the Deferral Plan, see “Compensation Discussion and Analysis-Deferral Plan” above in this Proxy Statement.
2025 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE(3) | | Matthew A. Salem | 771,648 | — | (147,128) | — | 1,462,470 | | W. Patrick Mattson | 630,505 | — | (114,223) | — | 1,139,013 | | Kendra Decious | — | — | — | — | — | | Kelly Galligan | — | — | — | — | — |
2025 Nonqualified Deferred Compensation
| (1) This column represents the named executive officers’ voluntary deferral under the Deferral Plan of RSUs granted in prior years that vested during fiscal 2025. These RSUs were credited as DSUs to each officer’s deferral account under the Deferral Plan and will settle in shares of Common Stock in accordance with the officer’s election under the Deferral Plan. Because amounts deferred relate to RSUs granted in prior years, none of the amounts in this column have been reported as compensation for fiscal 2025 in our Summary Compensation Table. |
2025 Nonqualified Deferred Compensation
| (2) The value reported in this column represents the appreciation (depreciation) of DSUs credited to the officer’s deferral account and the value of any dividend equivalent payments credited on DSUs. None of the amounts in this column have been reported in the Summary Compensation Tables for the last completed fiscal year. |
2025 Nonqualified Deferred Compensation
| (3) The values set forth in this column are based on the closing price of our common stock of $8.22 on December 31, 2025, the last trading day of fiscal 2025. All amounts included in this column have previously been reported in the Summary Compensation Table in prior fiscal years. |
Pay Ratio Disclosure
Pay Ratio Disclosure In August 2015, the SEC issued final rules implementing the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require U.S. publicly-traded companies to disclose the ratio of their Chief Executive Officer’s compensation to that of their median employee. Disclosure pursuant to such rules is not included herein because we do not have any employees.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Upon the Named Executive Officer’s termination of employment other than for death or “disability” (as defined in the Incentive Plan), vesting generally ceases for his or her RSUs that have not vested. Upon the Named Executive Officer’s death or disability, any of his or her unvested RSUs will immediately vest. The value of unvested RSUs held by our Named Executive Officers as of December 31, 2025 are set forth above in the Outstanding Equity Awards at 2025 Fiscal Year-End table.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total for Matt Salem(1) ($) | Compensation Actually Paid to Matt Salem(2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3)(4) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3)(4)(5)(6) ($) | Value of Initial Fixed $100 Investment Based On:(7) | | Net Income Attributable to Common Stockholders ($ in thousands) | Company Selected Measure: Distributable Earnings ($ in thousands)(9) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(8) ($) | | | | 2025 | 688,188 | 588,399 | 493,326 | 452,448 | 78 | 112 | (69,885) | 26,324 | | 2024 | 915,688 | 650,106 | 564,870 | 453,774 | 86 | 98 | 13,071 | (70,683) | | 2023 | 1,027,088 | 1,073,836 | 695,996 | 707,224 | 102 | 98 | (53,919) | 57,558 | | 2022 | 1,463,000 | 674,410 | 667,210 | 397,990 | 94 | 85 | 15,371 | 109,614 | | 2021 | 1,979,366 | 2,470,598 | 722,166 | 878,242 | 126 | 117 | 125,635 | 92,393 |
Pay Versus Performance
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for our Chief Executive Officer (the “PEO”) for each corresponding year, as reported in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (2) In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Mr. Salem in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Salem during the applicable year. |
Pay Versus Performance
| Description | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | Reported Summary Compensation Total | 1,979,366 | 1,463,000 | 1,027,088 | 915,688 | 688,188 | | Change in Pension Value Deduction(a) | — | — | — | — | — | | Pension Service Cost Addition(a) | — | — | — | — | — | | Prior Pension Service Cost Addition(a) | — | — | — | — | — | | Reported Stock Awards Deduction(b) | (1,979,366) | (1,463,000) | (1,027,088) | (915,688) | (688,188) | | Equity Award Adjustments(c) | 2,470,598 | 674,410 | 1,073,836 | 650,106 | 588,399 | | Compensation Actually Paid | 2,470,598 | 674,410 | 1,073,836 | 650,106 | 588,399 |
Pay Versus Performance
| (a) The Company has no pension plans. |
Pay Versus Performance
| (b) Total grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. Mr. Salem did not receive option awards in the years shown. |
Pay Versus Performance
| (c) For each covered year, the amounts added or deducted in calculated equity award adjustments include: |
Pay Versus Performance
| Year | Year End Fair Value of Unvested Equity Awards Granted in the Covered Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | 667,875 | (149,618) | — | (95,276) | — | 165,418 | 588,399 | | 2024 | 820,625 | (263,446) | — | (114,124) | — | 207,051 | 650,106 | | 2023 | 1,008,788 | (72,428) | — | (187,408) | — | 324,884 | 1,073,836 | | 2022 | 1,396,000 | (610,647) | — | (372,519) | — | 261,576 | 674,410 | | 2021 | 2,034,050 | 211,185 | — | 225,363 | — | — | 2,470,598 |
Pay Versus Performance
| (3) The dollar amounts reported in this column represent the average of the total amounts reported for our non-PEO named executive officers (the “Other NEOs”) for each corresponding year in the “Total” column of the “Summary Compensation Table” set forth above. |
Pay Versus Performance
| (4) For fiscal year 2025, our Other NEOs were: W. Patrick Mattson, our President and Chief Operating Officer, Kendra L. Decious, our Chief Financial Officer and Treasurer and Kelly Galligan, our former General Counsel and Secretary. As previously disclosed, Ms. Galligan resigned from her role as General Counsel and Secretary effective as of January 30, 2026. |
Pay Versus Performance
For fiscal year 2024, our Other NEOs were: W. Patrick Mattson, our President and Chief Operating Officer, Kendra L. Decious, our Chief Financial Officer and Treasurer, Kelly Galligan, our General Counsel and Secretary, and Vincent J. Napolitano, our former General Counsel and Secretary. As previously disclosed, Mr. Napolitano stepped down from his role as General Counsel and Secretary effective as of October 22, 2024, and was succeeded by Ms. Galligan. For fiscal year 2023, our Other NEOs were: W. Patrick Mattson, our President and Chief Operating Officer, Kendra L. Decious, our Chief Financial Officer and Treasurer, and Vincent J. Napolitano, our former General Counsel and Secretary. For fiscal year 2022, our Other NEOs were: W. Patrick Mattson, our President and Chief Operating Officer; Kendra L. Decious, our Chief Financial Officer and Treasurer; Vincent J. Napolitano, our former General Counsel and Secretary; and Mostafa Nagaty, our former Chief Financial Officer and Treasurer. As previously disclosed, Mostafa Nagaty stepped down from his role as Chief Financial Officer and Treasurer of the Company on March 1, 2022 and was succeeded by Kendra Decious. For fiscal year 2021, our Other NEOs were: W. Patrick Mattson, our President and Chief Operating Officer; Mostafa Nagaty, our former Chief Financial Officer and Treasurer; and Vincent J. Napolitano, our former General Counsel and Secretary.
Pay Versus Performance
| (5) In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for the Other NEOs, the following adjustments were made to the amounts reported in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by or paid to our Other NEOs as a group during the applicable year. |
Pay Versus Performance
| Description | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | Average Reported Summary Compensation Total | 722,166 | 667,210 | 695,996 | 564,870 | 493,326 | | Average Change in Pension Value Deduction(a) | — | — | — | — | — | | Average Pension Service Cost Addition(a) | — | — | — | — | — | | Average Prior Pension Service Cost Addition(a) | — | — | — | — | — | | Average Reported Stock Awards Deduction(b) | (466,210) | (461,577) | (471,450) | (413,233) | (293,624) | | Average Equity Award Adjustments(c) | 622,286 | 192,357 | 482,678 | 302,137 | 252,746 | | Average Compensation Actually Paid to Other NEOs | 878,242 | 397,990 | 707,224 | 453,774 | 452,448 |
Pay Versus Performance
| (a) The Company has no pension plans. |
Pay Versus Performance
| (b) Average total grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The Other NEOs did not receive option awards in the years shown. |
Pay Versus Performance
| (c) For each covered year, the amounts added or deducted in calculated equity award adjustments include: |
Pay Versus Performance
| Year | Year End Fair Value of Unvested Equity Awards Granted in the Covered Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | 284,957 | (61,519) | — | (34,459) | — | 63,767 | 252,746 | | 2024 | 370,333 | (105,953) | — | (39,048) | — | 76,805 | 302,137 | | 2023 | 463,050 | (21,965) | — | (57,393) | — | 98,986 | 482,678 | | 2022 | 440,438 | (178,622) | — | (113,102) | (34,140) | 77,783 | 192,357 | | 2021 | 479,090 | 73,237 | — | 69,959 | — | — | 622,286 |
Pay Versus Performance
| (6) When calculating amounts of “compensation actually paid” for purposes of this table the fair value of each equity award was estimated as of the relevant valuation date in accordance with FASB ASC Topic 505 and ASC Topic 718, as appropriate, without taking into account estimated forfeitures using the market price of the Company’s common stock on the relevant valuation date. |
Pay Versus Performance
| (7) Total shareholder return as calculated based on a fixed investment of one hundred ($100) dollars measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table as required by the Rule. |
Pay Versus Performance
| (8) Total shareholder return for the FTSE NAREIT All Mortgage Capped Index, which we also use for purposes of the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. |
Pay Versus Performance
| (9) For purposes of the Rule, we have identified Distributable Earnings as our Company-Selected Metric. We define Distributable Earnings as net income (loss) attributable to our stockholders or, without duplication, owners of our subsidiaries, computed in accordance with GAAP, including realized losses not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) any unrealized gains or losses or other similar non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (iv) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items agreed upon after discussions between our Manager and our Board of Directors and after approval by a majority of our independent directors. The exclusion of depreciation and amortization from the calculation of Distributable Earnings only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments. Although Distributable Earnings is one important financial performance measure, among others, that the Compensation Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Compensation Committee has not historically, and does not currently, evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) of Regulation S-K as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to Company performance. |