DEF 14A of Claros Mortgage Trust, Inc.
Filed Apr 22, 2025 · FY20240001193125-25-089218
1. ELECTION OF DIRECTORS
1. ELECTION OF DIRECTORS
Board of Directors
Board of Directors Our board of directors is currently comprised of nine directors: Richard Mack, Michael McGillis, Steven L. Richman, Andrew Silberstein, Derrick D. Cephas, Mary Haggerty, Pamela Liebman, Vincent Tese and W. Edward Walter III. In accordance with our charter (the “Charter”) and bylaws (the “Bylaws”), each director will hold office until our next annual meeting of stockholders following his or her election and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board (the “Nominating and Corporate Governance Committee”), our Board has nominated each of Richard Mack, Michael McGillis, Steven L. Richman, Andrew Silberstein, Derrick D. Cephas, Mary Haggerty, Pamela Liebman, Vincent Tese and W. Edward Walter III to stand for election as directors by the stockholders at the Annual Meeting, with each to serve until our 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify, or until their earlier resignation, death or removal. The shares of Common Stock represented by properly submitted proxies will be voted by the persons named therein as proxy holders “FOR” the election of each of Messrs. Mack, McGillis, Richman, Silberstein, Cephas, Tese and Walter and Mses. Haggerty and Liebman as directors, unless otherwise instructed. If the candidacy of Messrs. Mack, McGillis, Richman, Silberstein, Cephas, Tese and Walter and Mses. Haggerty and Liebman should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidates (if any) as shall be nominated by our Board. Our Board has no reason to believe that, if elected, any of Messrs. Mack, McGillis, Richman, Silberstein, Cephas, Tese and Walter or Mses. Haggerty and Liebman will be unable or unwilling to serve as director.
Information Regarding the Nominees for Election as Directors
Information Regarding the Nominees for Election as Directors The following information is furnished as of April 22, 2025 regarding the nominees for election as directors. Richard Mack, 57, our Chief Executive Officer and Chairman, co-founded Mack Real Estate Group (“MREG”) in 2013 and Mack Real Estate Credit Strategies, L.P. (“MRECS”), its affiliated credit business, in 2014. He is the Chief Executive Officer and is a member of the Investment Committee of each of MREG and MRECS. Mr. Mack was one of the initial employees of AREA Property Partners (founded in 1993 as Apollo Real Estate Advisors), and prior to founding MREG was the Chief Executive Officer of AREA’s North American business and a member of that firm’s Global Investment Committee. Over 20 years, Mr. Mack was involved in the investment of billions of equity capital in debt and equity real estate transactions on behalf of AREA’s primarily institutional investors and was specifically responsible for creating new business lines to capitalize on evolving market trends, including an in-house development business, a subordinate debt business, and a special servicing and CMBS investment and trading business. Earlier in his career, Mr. Mack worked in the Real Estate Investment Banking Department at Shearson Lehman Hutton. Mr. Mack serves on The Wharton School of Business Board of Advisors and previously served on the school’s Undergraduate Advisory Board. Mr. Mack created a course on Real Estate Disruption, which he co-taught with Professor Gilles Duranton, at The Wharton School of Business. Mr. Mack serves on the Board of Trustees of Northwell Health, as well as on the Board of Directors of the Child Mind Institute. He is President Emeritus of the HES Community Center in Canarsie, Brooklyn and a member of the Robin Hood Foundation’s Housing & Homelessness Committee. Mr. Mack also serves as Chair of the Board of Directors of the Met Council, which serves impoverished New Yorkers. Mr. Mack holds a B.S. in Economics from The Wharton School of the University of Pennsylvania and a J.D. from Columbia Law School. We believe Mr. Mack is qualified to serve on our Board based on his extensive experience in real estate investment, as well as his deep knowledge of our business. Michael McGillis, 63, our President and Chief Financial Officer, has served as President and director of CMTG since March 2022 and previously served as President, CFO and director of CMTG. Mr. McGillis also is the President of MREG, where he also previously served as President and COO, and is a member of the Investment Committee of each of MREG and MRECS. Mr. McGillis joined MRECS in 2015 as the Chief Financial Officer. Prior to joining MRECS, Mr. McGillis was Managing Director, Head of U.S. Funds and Chief Financial Officer at J.E. Robert Companies (“JER”), a position he held since 2011. He was responsible for asset and portfolio management, capital markets, investor relations, and financial management activities for a series of private equity real estate funds focused on the U.S. and Europe with equity capital commitments of more than $4 billion. Between 2006 and 2011, Mr. McGillis served in a variety of capacities at JER, including as the CFO of JER, CFO of JER’s U.S. fund business, and CFO of JER Investors Trust, an externally managed, publicly traded mortgage REIT, for which he was also a member of the Board of Directors. Mr. McGillis was a member of JER’s Management Committee, Investment Committee, Valuation Committee, and the boards of directors of various JER portfolio companies. Prior to joining JER, Mr. McGillis was employed in various senior finance and investment management capacities by Freddie Mac, Starcom Holdings, AEW Capital Management, Robertson-Ceco, and Price Waterhouse. Mr. McGillis graduated magna cum laude from Northeastern University and is a Certified Public Accountant (CPA) (inactive). Mr. McGillis also serves on the Board of Directors of the Tom Coughlin Jay Fund. We believe Mr. McGillis is qualified to serve on our Board based on his extensive experience in real estate investment, finance and his deep knowledge of our business. Steven L. Richman, 77, has served as one of our directors since August 2018. Mr. Richman joined PARE US in September 2015, where he serves as a Managing Director and the Head of Asset Management for PARE US, the exclusive investment advisor for Ping An Real Estate Capital Limited’s (“PARE’s”) real estate holdings in the U.S. and has decades of financial and executive experience with extensive expertise in real estate and financial services industries, spending much of his career as a Chief Financial Officer of a major real estate services and development firm and in a senior level position in a major international accounting firm. Since 2016, Mr. Richman has been responsible for asset management for PARE US, overseeing a portfolio consisting of multifamily rental, condominium, and office projects in key U.S. markets. From 2009 to 2015, Mr. Richman served as Managing Director of Asset Management for Eastbridge Real Estate LLC. Previously, Mr. Richman was managing director and founder at Northfield Advisors LLC and managing director and principal of The Whitehill Group, Inc. His prior experience also includes the Raynes Companies and Price Waterhouse. Mr. Richman graduated from the City College of New York with a B.A. in Economics. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants, and ULI. He is a former Member of the New York State CPA Real Estate Committee. Mr. Richman was appointed to our Board pursuant to Fuyou Investment Management Limited’s (“Fuyou’s”) right to designate one director to our Board for so long as Fuyou is an affiliate of Ping An Insurance (Group) Company of China, Ltd. (“Ping An”) and Fuyou, together with other affiliates of Ping An, owns 4.9% or more of the outstanding shares of our Common Stock. We believe Mr. Richman is qualified to serve on our Board based on his extensive experience in investment management, real estate-related assets, and financial services. Andrew Silberstein, 57, has served as one of our directors since August 2015. Mr. Silberstein is a Managing Director of Almanac Realty Investors, a business unit of NB Alternatives Advisers LLC, an investment management firm (“Almanac”). Mr. Silberstein joined Almanac in 2009, where he is the Head of Private Markets and a member of the Almanac Investment Committee and is responsible for the origination, structuring, and management of the investment of Almanac’s funds. Prior to joining Almanac, he served as the Chief Investment Officer and Chief Operating Officer for Stoltz Real Estate Partners, and during the same period established AMS Real Estate Partners. Prior to that, he worked in real estate investment banking and private equity, first at Bear Stearns and then Morgan Stanley. He currently serves on the board of directors of CIP Real Estate, Davlyn Investments, L3 Capital, and PREP Property Group. He has also served on the board of directors of NRES Holdings, RAIT Financial Trust (NYSE: RAS), RXR Realty, Slate Asset Management, Welsh Property Trust, Westcore Properties, Winter Properties, and WPT Industrial Real Estate Investment Trust (TSX: WIR). Mr. Silberstein graduated from Yale University in 1989 and received an M.B.A. in 1995 from New York
Information Regarding the Nominees for Election as Directors
University Stern School of Business, where he was a Glucksman Fellow. Mr. Silberstein was originally appointed to our Board pursuant to Almanac’s right to designate one director to our Board for so long as ARS VII Claros Investor, LP, an affiliate of Almanac, owns 4.9% or more of the outstanding shares of our Common Stock. We believe Mr. Silberstein is qualified to serve on our Board based on his depth of experience in investment management, leveraged finance, and financial services, which gives our Board valuable industry-specific knowledge and expertise on these and other matters. Derrick D. Cephas, 73, has served as one of our directors since November 2021. Mr. Cephas is Of Counsel and a member of the financial services practice at Squire Patton Boggs, LLP, which he joined in 2020. From 2011 to 2020, Mr. Cephas served as a partner of Weil, Gotshal & Manges in its financial institutions regulatory practice. Prior to Weil, he served as President and Chief Executive Officer of Amalgamated Bank. Before this executive role, he was a banking and corporate law partner in the New York office of Cadwalader, Wickersham & Taft, and prior to that, Mr. Cephas served as the Superintendent of Banks for the State of New York from 1991 to 1994. He is a former member of the Board of Directors of the Dime Savings Bank of New York, Merrill Lynch International Bank, D.E. Shaw & Co. Inc., the Empire State Development Corporation, the New York City Board of Correction and the New York City Housing Authority. He is currently a director of the Fresh Air Fund and a director/trustee of the Hartford Funds Family of Mutual Funds, and he previously served on the board of Signature Bank. He is a former member of the Board of Advisors for The Mayor’s Fund to Advance New York City. Mr. Cephas received an A.B. in Government from Harvard College and received his J.D. from Harvard Law School. He is a licensed attorney by the State Bar of New York. We believe Mr. Cephas’s background and experience in investment management and financial services provide him with the expertise to serve as a director. Mary Haggerty, 65, has served as one of our directors since November 2021. Mary Haggerty retired in March 2020 from JPMorgan Chase, a financial services company, as a Managing Director in Capital Markets. She joined JPMorgan during the merger with Bear Stearns in 2008 and served the combined companies for 28 years. Most recently, Ms. Haggerty led the Portfolio Management Group in Capital Markets and spearheaded the restructuring of Chase Home Lending’s mortgage servicing portfolio. Prior to that, she led several businesses in the Securitized Products Group of JPMorgan Securities, including Plymouth Park Tax Services (a business that invested in delinquent real estate taxes), the Securitized Products Transaction Management Group, and EMC Mortgage Corporation (a residential mortgage special servicer). At Bear Stearns, as Senior Managing Director and Co-Head of Mortgage Finance, she built and managed its residential mortgage origination, acquisition, warehouse lending, and mortgage finance businesses. Ms. Haggerty currently serves as a board member and Audit Committee chair of Rithm Property Trust (NYSE: RPT). Ms. Haggerty began her career as a Certified Public Accountant at Arthur Young & Company. She has a B.S. degree in accounting from the State University of New York at Albany, is a board member of The University at Albany Foundation, and serves as a member of the Dean’s Advisory Council for the School of Business. Ms. Haggerty also serves as board member and Treasurer of Virtual Enterprises International, Inc., a national educational non-profit that develops entrepreneurial skills in middle and high school students utilizing a work-based learning environment and academic standards-based education. We believe Ms. Haggerty’s background in investment banking, paired with her experience in various director roles, provides her with the expertise to serve as a director. Pamela Liebman, 62, has served as one of our directors since November 2021. Ms. Liebman has served as President and Chief Executive Officer of The Corcoran Group, a real estate firm, since 2000. Prior to such roles, she served in various capacities at The Corcoran Group since she started at the company in 1984, including creating The Corcoran Group’s marketing division in 1995. Ms. Liebman has a B.A. degree in Communications and Marketing from the University of Massachusetts-Amherst. She currently serves on the Real Estate Board of New York’s Executive Committee and Board of Governors, on the executive committee of Miami’s Mount Sinai Medical Center Foundation and as a member of the board of directors of The Bass Museum. She has also previously served on the board of directors of the Intrepid Museum. We believe Ms. Liebman is qualified to serve on our Board based on her depth of experience in real estate-related assets and financial services. Vincent Tese, 82, has served as one of our directors since November 2021. Mr. Tese has been Chairman of ICE Clear Credit LLC, a financial services company, since 2013. Mr. Tese was the Chairman of FCB Financial Holdings, Inc. (f/k/a Bond Street Holdings LLC) from November 2009 to January 2019 and the Executive Chairman of FCB Financing Holdings, Inc. and its subsidiary, Florida Community Bank from January 2010 to January 2019. Mr. Tese served as Chairman and Chief Executive Officer of the New York State Urban Development Corporation from 1985 to 1987 and as Director of Economic Development for New York State from 1987 to 1994. He is a director of AMC Networks, Inc. (NASDAQ: AMCX), Bakkt Holdings (NYSE: BKKT), Sphere Entertainment Co. (NYSE: SPHR) and Madison Square Garden Sports Corp. (NYSE:MSGS), and previously was a member of the boards of Madison Square Garden Entertainment Corp. (NYSE: MSGE) and Intercontinental Exchange, Inc. (NYSE: ICE). He also serves as a trustee of New York Presbyterian Hospital and New York University School of Law. Mr. Tese previously was a director of Gabelli Asset Management, National Wireless Holdings, Inc., The Bear Stearns Companies, Inc., Cablevision, MSG Networks, and Mack-Cali Realty Corporation. Mr. Tese holds a B.B.A. from Pace University, as well as a J.D. from Brooklyn Law School and a L.L.M. in Taxation from New York University School of Law. He is a licensed attorney by the State Bar of New York. We believe Mr. Tese is qualified to serve on our Board based on his depth of experience in investment management, financial services, and corporate governance.
Information Regarding the Nominees for Election as Directors
W. Edward Walter III, 69, is our Lead Independent Director and has served as one of our directors since November 2021. Mr. Walter has also served as an advisor for Energy Impact Partners, a strategic energy investment firm, since April 2023. Prior to that, he served as the Global Chief Executive Officer for the Urban Land Institute, a global nonprofit research and education organization, from June 2018 until October 2022 and was the Robert and Lauren Steers Chair in Real Estate at the Steers Center for Global Real Estate at Georgetown University’s McDonough School of Business. He served as President and Chief Executive Officer of Host Hotels and Resorts, Inc., a publicly traded lodging real estate company (“Host”), from October 2007 through December 2016, with his employment ending in January 2017. From 2003 until October 2007, he served as Executive Vice President and Chief Financial Officer of Host. From 1996 until 2003, he served in various senior management positions with Host, including Chief Operating Officer. Mr. Walter is also past Chairman of NAREIT, the past Chairman of the Federal City Council, a past member of the Board of Visitors of the Georgetown University Law Center, and previously served on the board of directors of AvalonBay Communities, Inc. (NYSE: AVB). Mr. Walter serves on the boards of Measurabl, Inc., CNS REIT, Ameriprise Financial, Inc. (NYSE: AMP), and Placemakr, Inc. Mr. Walter received his undergraduate degree from Colgate University and a J.D. from Georgetown University Law Center. We believe Mr. Walter is qualified to serve on our Board based on his extensive experience in investment management, real estate-related assets, financial services, and corporate governance. Our board of directors recommends a vote “FOR” the election of each of Messrs. Mack, McGillis, Richman, Silberstein, Cephas, Tese and Walter and Mses. Haggerty and Liebman as directors. A plurality of all of the votes cast in the election of directors at the Annual Meeting is necessary to elect a director. Proxies solicited by our board of directors will be voted “FOR” each of Messrs. Mack, McGillis, Richman, Silberstein, Cephas, Tese and Walter and Mses. Haggerty and Liebman as directors, unless otherwise instructed. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. In accordance with our Charter and our Bylaws, any vacancies occurring on our Board, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of the Board, may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum; provided, that for so long as ARS VII Claros Investor, LP, an affiliate of Almanac, directly or indirectly owns 4.9% or more of the outstanding shares of our Common Stock and for so long as PARE is an affiliate of Ping An and PARE, together with other affiliates of Ping An, owns 4.9% or more of the outstanding shares of our Common Stock, respectively, if such vacancy is related to a designee of Almanac or of PARE, the Board is obligated fill such vacancy with a designee of Almanac or of PARE, respectively. Any director elected to fill a vacancy will serve until the next annual meeting of stockholders and until a successor is duly elected and qualifies or his or her earlier resignation, death or removal. There is no familial relationship among any of the members of our Board or executive officers. See “Corporate Governance—Director Independence.”
Board of Directors
Board of Directors Our Board is responsible for overseeing the management of our business and affairs. Our Board conducts its business through meetings and actions taken by written consent in lieu of meetings. During the year ended December 31, 2024, our Board held nine meetings. All of the directors then serving on our Board attended at least 75% of the aggregate meetings of our Board and of the committees of our Board on which they served during the period in which they served in 2024. Our Board’s policy, as set forth in the Corporate Governance Guidelines of the Company, is to expect the attendance by each director at all scheduled meetings of our Board and all committees on which the director sits. We do not have a policy requiring directors to attend meetings of stockholders. Four directors attended the annual meeting of stockholders held in 2024.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Our Board has approved an amended and restated non-employee director compensation program, or the Director Compensation Program, which governed our 2024 non-employee director compensation. The Director Compensation Program provides for annual retainer fees and long-term equity awards for each member of our Board who is not an employee of the Company or any of its parents, affiliates or subsidiaries (such eligible directors, the “Eligible Directors”). Cash Compensation
COMPENSATION OF DIRECTORS
| Position | Annual Cash Retainer | | Board Member | $80,000 | | Committee Chair | | | Audit | $20,000 | | Compensation | $15,000 | | Nominating and Corporate Governance | $15,000 | | Committee Member | | | Audit | $10,000 | | Compensation | $7,500 | | Nominating and Corporate Governance | $7,500 | | Lead Independent Director | $30,000 |
COMPENSATION OF DIRECTORS
Annual cash retainer fees are paid in quarterly installments in arrears and are pro-rated for any partial calendar quarter of service. As described in further detail below under “Deferred Compensation Plan,” our non-employee directors are permitted to elect to receive all or a portion of their annual cash retainers, as well as any cash retainers for service on a committee, in each case, earned under the Director Compensation Program in the form of fully vested RSUs, which may be deferred, referred to as “Deferred Stock Units.” Equity Compensation
COMPENSATION OF DIRECTORS
| • | Annual Grant: An Eligible Director who is serving on our Board as of the date of the annual meeting of the Company’s stockholders each calendar year is granted, on such annual meeting date, a restricted stock unit (“RSU”) award with a value of approximately $120,000 (each, an “Annual Director Grant”). Each Annual Director Grant vests in full on the earlier to occur of (i) the first anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to such Eligible Director’s continued service through the applicable vesting date. The number of RSUs subject to the Annual Director Grant is determined by dividing $120,000 by the closing price for the Company’s Common Stock on the applicable grant date. |
COMPENSATION OF DIRECTORS
In addition, each annual grant vests in full upon a change in control of the Company (as defined in the 2016 Incentive Plan). Effective January 1, 2025, our Director Compensation Program was amended (the “Amended Director Compensation Program”) to increase the value of the Annual Director Grants from $120,000 to $125,000 (beginning at this Annual Meeting), with the number of RSUs subject to such Annual Directors Grants determined by dividing $125,000 by the closing price for the Common Stock on the applicable grant date. The Amended Director Compensation Program further increased the annual retainer fees payable to members of our Board, as well as the annual retainers fees payable to the Chair and members of each of the Nominating and Corporate Governing Committee, Audit Committee and Compensation Committee, and the Lead Independent Director. The Amended Director Compensation Program is set forth in the table below.
COMPENSATION OF DIRECTORS
| Position | Annual Cash Retainer | | Board Member | $85,000 | | Committee Chair | | | Audit | $25,000 | | Compensation | $20,000 | | Nominating and Corporate Governance | $20,000 | | Committee Member | | | Audit | $12,500 | | Compensation | $10,000 | | Nominating and Corporate Governance | $10,000 | | Lead Independent Director | $40,000 |
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth information for the year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors who served on our Board during 2024. Mr. Mack, who served as our Chief Executive Officer during the year ended December 31, 2024, and Mr. McGillis, who served as our President and Chief Financial Officer during the year ended December 31, 2024, did not and do not receive additional compensation for service as directors, and therefore are not included in the Director Compensation table below. All compensation paid to Messrs. Mack and McGillis is reported below in the “Summary Compensation Table.”
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Total ($) | | Mary Haggerty | $100,000 | $120,000 | $220,000 | | Pamela Liebman | $95,000 | $120,000 | $215,000 | | Derrick D. Cephas | $102,500 | $120,000 | $222,500 | | Vincent Tese | $112,500 | $120,000 | $232,500 | | W. Edward Walter III | $120,000 | $120,000 | $240,000 | | Steven L. Richman | $80,000 | $120,000 | $200,000 | | Andrew Silberstein(5) | — | — | — |
2024 Director Compensation Table
| (1) Amounts in this column represent annual board, chair, committee chair and committee member fees earned by our independent directors in 2024. Amounts include cash fees earned by a director and for which the director has elected to receive Deferred Stock Units in lieu of cash compensation in 2024 under the Deferred Compensation Plan. With respect to 2024, Vincent Tese and Steven Richman elected to defer 100% of their annual cash retainers in Deferred Stock Units and thus they did not receive cash payments for their service on the board during 2024. |
2024 Director Compensation Table
| (2) Represents the grant date fair value of RSUs granted in 2024, including any RSUs elected to be deferred as Deferred Stock Units, determined in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). For a discussion of valuation assumptions for the 2024 grants, see Note 12 to our 2024 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 and filed on February 19, 2025. |
2024 Director Compensation Table
| (3) As of December 31, 2024, Mses. Haggerty and Liebman and Messrs. Cephas, Walter, Tese and Richman each held 14,869 unvested RSUs. Messrs. Cephas, Walter, Tese and Richman elected to defer 100% of such RSUs in Deferred Stock Units. |
2024 Director Compensation Table
| (4) As of December 31, 2024, Messrs. Cephas, Walter, Tese and Richman held 29,505, 29,505, 69,933 and 58,199 Deferred Stock Units, respectively. Mr. Silberstein did not hold any outstanding equity awards as of December 31, 2024. Fees earned in the fourth quarter of the Company’s 2024 fiscal year and paid in the form of Deferred Stock Units to Messrs. Tese and Richman in the amount of 6,480 and 4,608 Deferred Stock Units, respectively, were granted in January 2025. |
2024 Director Compensation Table
| (5) Mr. Silberstein is not an Eligible Director under our Director Compensation Program. |
Overview
Overview We are externally managed by our Manager and currently have no employees. Our executive officers are employees or principals of our Manager or one of its affiliates, and, in such capacity, devote a portion of their time to our affairs as is required pursuant to the Management Agreement. We currently do not pay our executive officers any cash compensation, and we have no compensation agreements with our executive officers, though we have previously granted equity awards to our executive officers, and we expect to grant additional equity awards to our executive officers or to our Manager or one of its affiliates on behalf of our executive officers. Additionally, we do not determine compensation amounts payable to our executive officers. Instead, our Manager or its affiliates have discretion to determine the form and level of compensation paid to and earned by our executive officers. We, in turn, pay our Manager the management fees described in “Certain Relationships and Related Transactions.” Pursuant to the terms of the Management Agreement, we reimburse our Manager or its affiliates for our allocable share of the compensation, including annual base salary, bonus and any related withholding taxes and employee benefits paid to the personnel of our Manager or its affiliates who are (1) serving as the Company’s Chief Financial Officer, and (2) performing other non-investment functions from time to time including, without limitation, corporate finance, tax, accounting, internal audit, legal, risk management, operations or compliance, as applicable, in each case based upon the percentage of time spent performing services for the Company. For clarity, the Company is not required to reimburse any compensation for any of the investment personnel of our Manager or its affiliates, including but not limited to personnel serving as the Company’s Chief Executive Officer or President. Although our allocable share of compensation is determined based on the portion of time our Manager’s non-investment personnel provide services to the Company, their total compensation packages are not determined based on such allocation of compensation or portion time they provide services to the Company. In 2024, none of our Chief Executive Officer, President, and Chief Financial Officer, and personnel of our Manager and its affiliates who provides services to us received pension or retirement benefits or nonqualified deferred compensation from us, and there are no severance arrangements to make cash payments to any such individual upon termination or in the event of our change in control. Additionally, we reimburse our Manager for certain costs and expenses incurred on our behalf, including those costs and expenses related to legal, accounting, due diligence and other services, in each case to the extent consistent with the Management Agreement or as the Board may otherwise approve. For the fiscal year ended December 31, 2024, we incurred an aggregate of $40,535,000 of expenses to our Manager pursuant to the Management Agreement, of which $36,230,000 represented management and incentive fees and $4,305,000 represented reimbursement of costs and expenses, which included the reimbursement for the salary and benefits earned by our Executive Vice President, General Counsel and Secretary as disclosed under Summary Compensation Table. For context of our named executive officer’s compensation, our Manager paid our named executive officers’ aggregate base salary, cash bonus and Company incentive fee participation payments, as applicable, of approximately $3.1 million during fiscal year 2024, which amount represented 8.7% of the management and incentive fees we incurred to our Manager for 2024. This aggregate compensation amount excludes (i) incentive payments to our named executive officers by affiliates of our Manager specifically related to the performance of other investment vehicles that are sponsored, managed or advised by affiliates of our Manager and (ii) the compensation, disclosed in the Summary Compensation Table below, paid by us directly to our named executive officers during fiscal year 2024, including grants of RSUs. Our Manager and its affiliates compensate their employees, including our named executive officers, in accordance with MRECS’ and MREG’s, as applicable, compensation practices. The compensation of senior employees at MRECS and MREG, including our named executive officers, may consist of a combination of the following components: (i) an annual base salary, (ii) an annual cash bonus payment, (iii) an allocation of incentive fees, carried interest or similar amounts, the payment of which is based on the performance of investment vehicles managed by MRECS and MREG, as applicable, and (iv) various employee benefit plans and programs. For 2024, our named executive officers’ compensation paid by MRECS and MREG, in the aggregate, was apportioned approximately 32% to fixed compensation (e.g., base salary) and 68% to performance-based compensation (e.g., annual cash bonus), on average, excluding RSUs. Our Manager did not utilize any fixed performance metrics to determine the amount of variable compensation payable to our named executive officers in 2024, but rather considered a range of various factors, including, without limitation, Distributable Earnings (Loss), Net Income (Loss) and Total Shareholder Return (“TSR”) as deemed appropriate in the Manager’s discretion based on each named executive officer’s position.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee engaged the services of a compensation consultant, Farient Advisors (“Farient”) to review and advise the Compensation Committee regarding the size of the Company’s equity award pool for 2025. Other than advising the Compensation Committee as described above, Farient has no other relationships with the Company and is considered an independent third-party advisor. At the time of the engagement of Farient, the Compensation Committee reviewed Farient’s independence and determined that Farient’s work for the Compensation Committee did not raise any conflict of interest pursuant to SEC and NYSE rules.
Equity-Based Compensation
Equity-Based Compensation We have adopted the 2016 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 the directors, officers and employees of our Manager and its affiliates that are providing services to us and our subsidiaries. In addition, the 2016 Incentive Plan permits us to grant awards to our Manager, which may in turn grant awards to employees or directors of it and its affiliates. The Compensation Committee has granted and may continue to grant, from time to time, equity-based awards 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. In March 2024, Messrs. Mack, McGillis, Cullinan and Siegel and Ms. Garg received annual RSU grants for the 2024 fiscal year as set forth below. The RSUs vest in three substantially equal annual installments beginning on April 1, 2025, subject to the applicable named executive officer’s continued service through the applicable vesting date. The following table sets forth the RSUs granted to our named executive officers in fiscal year 2024.
Equity-Based Compensation
| Named Executive Officer | Total 2024 RSUs Granted | | Richard J. Mack | 265,240 | | Michael McGillis | 86,750 | | Kevin Cullinan(1) | 100,000 | | Priyanka Garg | 125,000 | | J.D. Siegel | 50,000 |
Equity-Based Compensation
| (1) Mr. Cullinan resigned as our Executive Vice President-Originations, effective as of May 8, 2024, and all of Mr. Cullinan’s RSUs were forfeited upon his resignation. |
Deferred Compensation Plan
Deferred Compensation Plan We maintain a Deferred Compensation Plan, which (i) permits our non-employee directors to receive all or a portion of their annual cash retainers, as well as any cash retainers for service on a committee, in each case, earned under the Director Compensation Program in the form of fully vested Deferred Stock Units, and (ii) permits our executives and non-employee directors to defer the settlement of all or a portion of any RSU awards granted under the 2016 Incentive Plan in the form of Deferred Stock Units. The Deferred Compensation 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. Our and our subsidiaries’ directors, officers, employees, consultants and advisors and the directors, officers and employees of our Manager and its affiliates that are providing services to us and our subsidiaries are eligible to participate in the Deferred Compensation Plan, as determined by the plan administrator. Pursuant to the Deferred Compensation Plan, participants may elect to defer shares of the Company’s Common Stock issuable upon vesting of any RSU granted to such participant. Deferred Stock Units 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. Distributions under the Deferred Compensation Plan will generally be paid on the earliest to occur of (i) the date of an in-service distribution, as elected by the participant, (ii) the participant’s termination of employment or service or (iii) a change in control (as defined in the Deferred Compensation Plan).
Clawback Policy
Clawback Policy We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our Section 16 officers on or after October 2, 2023, as required by SEC rules and NYSE Listing Standards implemented pursuant to the Dodd-Frank Act, and which can be recovered from time-vesting or performance-vesting equity compensation (in addition to other forms of compensation).
Accounting Policies for Stock-Based Compensation
Accounting Policies for Stock-Based Compensation ASC Topic 718, Compensation – Stock Compensation (“ASC 718”) requires us to recognize an expense for the fair value of stock-based compensation awards. Grants of stock options, restricted stock, performance shares and RSUs under our equity incentive award plans are accounted for under ASC 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align the accounting treatment of our equity awards with our overall executive compensation philosophy and objectives.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Richard J. Mack, | 2024 | $— | $— | $2,556,914 | $— | $2,556,914 | | Chief Executive Officer | 2023 | $— | $— | $3,354,032 | $— | $3,354,032 | | | 2022 | $— | $— | $14,310,747 | $— | $14,310,747 | | Michael McGillis, | 2024 | $— | $— | $836,270 | $— | $836,270 | | President and Chief Financial Officer | 2023 | $— | $— | $903,661 | $— | $903,661 | | | 2022 | $— | $— | $3,366,605 | $— | $3,366,605 | | Kevin Cullinan, | 2024 | $— | $— | $964,000 | $— | $964,000 | | Former Executive Vice President, Originations(3) | 2023 | $— | $— | $1,130,000 | $— | $1,130,000 | | | 2022 | $— | $— | $2,059,200 | $— | $2,059,200 | | Priyanka Garg, | 2024 | $— | $— | $1,205,000 | $— | $1,205,000 | | Executive Vice President, Portfolio and Asset Management | 2023 | $— | $— | $1,130,000 | $— | $1,130,000 | | | 2022 | $— | $— | $2,527,200 | $— | $2,527,200 | | J.D. Siegel, | 2024 | $125,531 | $302,690 | $482,000 | $— | $910,221 | | Executive Vice President, General Counsel and Secretary(4) | 2023 | $133,125 | $310,625 | $339,000 | $— | $782,750 | | | 2022 | $81,986 | $192,195 | $1,320,977 | $— | $1,595,158 |
SUMMARY COMPENSATION TABLE
| (1) Each of our named executive officers is an employee of an affiliate of our Manager and is not paid cash compensation by us. |
SUMMARY COMPENSATION TABLE
| (2) Represents the grant date fair value of RSUs granted in 2024 to our named executive officers determined in accordance with ASC 718. For a discussion of valuation assumptions for the 2024 grants, see Note 12 to our 2024 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 and filed on February 19, 2025. |
SUMMARY COMPENSATION TABLE
| (3) Mr. Cullinan was our Executive Vice President-Originations until his resignation, effective as of May 8, 2024. |
SUMMARY COMPENSATION TABLE
| (4) In 2024, Mr. Siegel was an employee of an affiliate of our Manager and was not paid compensation by us, other than RSUs awarded by us to Mr. Siegel. Amounts in the columns entitled “Salary” and “Bonus” represent allocable amounts incurred by our Manager or its affiliates and reimbursed by us pursuant to the Management Agreement in consideration of services rendered by Mr. Siegel. |
GRANTS OF PLAN BASED AWARDS IN 2024
GRANTS OF PLAN BASED AWARDS IN 2024 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2024. This table presents information regarding all grants of plan-based awards occurring during fiscal 2024.
GRANTS OF PLAN BASED AWARDS IN 2024
| Name | Grant Date | Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair value of Stock and Option Awards ($)(2) | | Richard J. Mack | 3/25/2024 | 265,240 | $2,556,914 | | Michael McGillis | 3/25/2024 | 86,750 | $836,270 | | Kevin Cullinan | 3/25/2024 | 100,000 | $964,000 | | Priyanka Garg | 3/25/2024 | 125,000 | $1,205,000 | | J.D. Siegel | 3/25/2024 | 50,000 | $482,000 |
GRANTS OF PLAN BASED AWARDS IN 2024
| (1) Represents time-based RSU awards granted to our named executive officers during 2024 which vest in three equal installments on each of the first, second and third anniversaries of April 1, 2024, subject to the applicable named executive officer’s continued service through the applicable vesting date. Each RSU was granted with the right to receive dividend equivalents on unvested RSUs. |
GRANTS OF PLAN BASED AWARDS IN 2024
| (2) Represents the grant date fair value of RSUs granted in 2024 to our named executive officers determined in accordance with ASC 718. For a discussion of valuation assumptions for the 2024 grants, see Note 12 to our 2024 Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 and filed on February 19, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024. All stock awards were granted pursuant to our 2016 Incentive Plan.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| Name | Stock Awards | | | | Number of Shares or Units of Stock That Have Not Vested (#)(2)(3)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Richard J. Mack | 717,939 | $3,245,084 | | Michael McGillis | 200,012 | $904,054 | | Priyanka Garg | 236,667 | $1,069,735 | | J.D. Siegel | 93,523 | $422,724 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (1) Amounts reported are based on the closing price of our Common Stock on the NYSE as of December 31, 2024, the last trading day of the fiscal year, of $4.52 per share. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (2) Includes RSUs granted on June 14, 2022, of which one-third vested on July 1, 2023 and one-third vested on July 1, 2024, and which the remaining RSUs will vest on July 1, 2025, subject to the executive’s continued service through the applicable vesting date. The RSUs shall vest in full upon the executive’s death or disability. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (3) Includes RSUs granted on March 30, 2023, of which one-third vested on April 1, 2024, and which the remaining RSUs will vest in substantially equal installments on April 1, 2025, and April 1, 2026, subject to the executive’s continued service through the applicable vesting date. The RSUs shall vest in full upon the executive’s death or disability. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (4) Includes RSUs granted on March 25, 2024, which vest in substantially equal installments on April 1, 2025, April 1, 2026, and April 1, 2027, subject to the executive’s continued service through the applicable vesting date. The RSUs shall vest in full upon the executive’s death or disability. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (5) Mr. Cullinan was our Executive Vice President-Originations until his resignation, effective as of May 8, 2024. |
OPTIONS EXERCISED AND STOCK VESTED
OPTIONS EXERCISED AND STOCK VESTED The following table contains information about the vesting of RSUs during 2024 by the named executive officers of the Company. None of the named executive officers held any options during 2024.
OPTIONS EXERCISED AND STOCK VESTED
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Richard J. Mack | 353,760 | $2,957,384 | | Michael McGillis | 86,602 | $728,072 | | Kevin Cullinan (3) | 33,333 | $318,997 | | Priyanka Garg | 78,333 | $674,047 | | J.D. Siegel | 33,521 | $281,281 |
OPTIONS EXERCISED AND STOCK VESTED
| (1) Amounts shown above reflect the total number of shares of Common Stock underlying the vested RSUs. The 2016 Incentive Plan permits participants thereof to settle tax liabilities incurred pursuant to the vesting of RSUs thereunder through a reduction of the number of shares of Common Stock deliverable upon settlement of such RSU. Amount reflects total number of shares of Common Stock underlying the vested |
OPTIONS EXERCISED AND STOCK VESTED
| RSUs. During 2024, Messrs. Mack, McGillis, Cullinan, and Siegel and Ms. Garg reduced the number of shares deliverable upon settlement of their RSUs to satisfy related tax obligations and, as a result received 157,174, 52,523, 14,899, 35,013, and 14,983 shares of our Common Stock, respectively, in exchange for vested RSUs. |
OPTIONS EXERCISED AND STOCK VESTED
| (2) Amounts shown are calculated by multiplying the fair market value of our Common Stock on the applicable vesting date by the number of RSUs that vested on such date. |
OPTIONS EXERCISED AND STOCK VESTED
| (3) Mr. Cullinan resigned as our Executive Vice President-Originations, effective as of May 8, 2024. |
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION No equity awards were deferred by our named executive officers under the Deferred Compensation Plan in fiscal year 2024.
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL Terms of Equity Awards. Under the terms of the 2016 Plan, if, in the event of a change in control (as defined in the 2016 Incentive Plan), the successor corporation does not assume or substitute the then outstanding equity awards, such equity awards will immediately vest or become exercisable and be deemed exercised immediately prior to the change in control, as applicable. Additionally, pursuant to the terms of the named executive officers’ individual RSU award agreements, upon the named executive officer’s termination of employment for death or “disability” (as defined in the 2016 Incentive Plan), any unvested RSUs will immediately vest. The following table summarizes the payments that would have been made to our named executive officers upon the occurrence of a qualifying termination of employment (whether or not in connection with a change in control), assuming that the executive’s termination of employment with our Company occurred on December 31, 2024. The following table also assumes that a successor corporation would assume or provide substitute equity awards in a change in control.
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL
| Name | Death ($)(1) | Disability ($)(1) | | Richard J. Mack | $3,245,084 | $3,245,084 | | Michael McGillis | $904,054 | $904,054 | | Kevin Cullinan (2) | — | — | | Priyanka Garg | $1,069,735 | $1,069,735 | | J.D. Siegel | $422,724 | $422,724 |
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL
| (1) Represents the sum of the values attributable to the accelerated vesting of the unvested portion of all outstanding RSUs held by the named executive officers as of December 31, 2024. The value of the accelerated equity awards was calculated based on the closing price of our Common Stock on the NYSE as of December 31, 2024, the last trading day of the fiscal year, of $4.52 per share. |
POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL
| (2) Mr. Cullinan resigned from the Company, effective as of May 8, 2024. Mr. Cullinan did not receive any payments or benefits in connection with his separation from the Company. |
CEO PAY RATIO
CEO PAY RATIO Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K require us to provide information regarding the relationship of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median compensated employee. Disclosure pursuant to such requirement is not included herein because we are externally managed by our Manager and currently have no employees.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
TABLE
| (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year : |
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List As mentioned above, as an externally managed company we do not maintain an incentive compensation program that contains financial performance measures related to CMTG. However, we believe the following performance measures represent the most important financial performance measures in evaluating compensation actually paid to our NEOs for the fiscal year ended December 31, 2024 related to CMTG:
Pay Versus Performance Tabular List
| • | Distributable Earnings (Loss); |
Pay Versus Performance Tabular List
| • | Net Income (Loss); and |
Pay Versus Performance Tabular List
| • | TSR. |