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| | | Sincerely, John A. Taylor President, Chief Executive Officer and Director April | |
| | | NOTICE OF ANNUAL MEETING | |
| | MEETING LOGISTICS | | | |||
| | When: | | | Thursday, June | | |
| | Where: | | | You can attend the meeting by logging into virtualshareholdermeeting.com/ | | |
| | Who: | | | You may vote at the Annual Meeting if you were a holder of record of our common stock as of the close of business on April | | |
| | Voting: | | | |||
| | You are encouraged to vote in one of the following ways prior to the meeting. | | |
| | Stockholders of Record | | | |||
| | By Internet | | | Please access the website www.proxyvote.com and follow the instructions provided on the Notice of Availability or proxy card. | | |
| | By Telephone | | | Please call the number and follow the instructions provided on the Notice of Availability or proxy card. | | |
| | By Mail | | | Please complete, sign and date your proxy card and return it in the reply envelope included with the paper proxy materials. | | |
| | Beneficial Owners | | | |||
| | If you hold your shares in street name, you must vote your shares in the manner prescribed by your broker, bank, trustee or other nominee, which is similar to the voting procedures for stockholders of record. | |||||
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE Our | | |
| Proposals | | | | | | Board’s Voting Recommendation | |
| | | To elect as directors the | | | FOR | | |
| | | To approve on an advisory basis the compensation of our named executive officers | | | FOR | | |
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| | To ratify the appointment of Ernst & Young LLP as our independent auditor for our fiscal year ending December 31, | | | FOR | |
| COMPENSATION COMMITTEE REPORT | | | | | | | |
| EXECUTIVE COMPENSATION | | | | | |||
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| Grants of Plan-Based Awards in 2022 | | | | | 57 | | |
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| Stock Vested in | | | | | | | |
| Nonqualified Deferred Compensation | | | | | | | |
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| Pay | | | | | | | |
| CEO Pay Ratio | | | | | 69 | | |
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| AUDIT COMMITTEE REPORT | | | | | 73 | | |
| OTHER MATTERS | | | | | 74 | | |
| Meeting Matters | | | | | 74 | | |
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RESERVATION REQUEST FORM | | | | | | | |
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| | Benefits of | | | | | |
| | • Meaningfully reduced operating expenses and created opportunities to realize increased economies of scale • No management fee based on stockholders’ equity • • Compensation Committee approval – and transparent disclosure – of all components of executive compensation, not just equity awards • Alignment of capital markets activities with stockholder interests | | |
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Broadly diversified 100% loan portfolio comprised of • 99% senior loans with an average commitment of • Capitalized with | | | ||||||||
| | (1) See definition in the Appendix | | |
| 2023 PROXY STATEMENT / 3 | |
| | DATE & TIME: Thursday, June 1, 2023 10:00 a.m. Eastern Time VIRTUAL MEETING: This year’s meeting will be held virtually at virtualshareholdermeeting.com/ RECORD DATE: Holders of record of common stock at the close of business on April | | | MEETING AGENDA: 1. To elect as directors the 2. To approve on an advisory basis the compensation of our named executive officers 3. To ratify the appointment of Ernst & Young LLP to serve as our independent auditor for our fiscal year ending December 31, 4. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof | | |
| | | PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and perspectives that is essential to good governance and leadership of our Company. | | | “FOR” (See Page | |
Nominee | | | Age | | | Director Since | | | Independent | | | Primary Occupation | | | Committees | | ||||||
| Audit | | | Comp | | | N&CG | | ||||||||||||||
Stephen G. Kasnet Chair of the Board | | | 76 | | | 2017 | | | X | | | Former President and Chief Executive Officer of Harbor Global Company, Ltd. | | | C | | | | | | | |
John (“Jack”) A. Taylor | | | 66 | | | 2017 | | | CEO | | | President and Chief Executive Officer of Granite Point Mortgage Trust Inc. | | | | | | | | | | |
Tanuja M. Dehne | | | 50 | | | 2017 | | | X | | | President and Chief Executive Officer of the Geraldine R. Dodge Foundation | | | | | | M | | | C | |
W. Reid Sanders | | | 72 | | | 2017 | | | X | | | President of Sanders Properties, Inc. | | | M | | | M | | | M | |
Hope B. Woodhouse | | | 65 | | | 2017 | | | X | | | Former Chief Operating Officer of Bridgewater Associates, LP | | | M | | | C | | | M | |
Number of Meetings in 2021 | | | Full Board: 10 | | | | | | 5 | | | 9 | | | 5 | |
| 4 / | |
Nominee | | | Age | | | Director Since | | | Independent | | | Primary Occupation | | | Committees | | |||||||||
| Audit | | | Comp | | | N&CG | | |||||||||||||||||
| | Stephen G. Kasnet Chair of the Board | | | 77 | | | 2017 | | | | | Former President and Chief Executive Officer of Harbor Global Company, Ltd. | | | C | | | | | | | | ||
| | John (“Jack”) A. Taylor | | | 67 | | | 2017 | | | CEO | | | President and Chief Executive Officer of Granite Point Mortgage Trust Inc. | | | | | | | | | | | |
| | Tanuja M. Dehne | | | 51 | | | 2017 | | | | | President and Chief Executive Officer of the Geraldine R. Dodge Foundation | | | | | | M | | | C | | ||
| | Sheila K. McGrath | | | 58 | | | 2023 | | | | | Principal, Grayton Advisory LLC | | | | | | | | | M | | ||
| | W. Reid Sanders | | | 73 | | | 2017 | | | | | President of Sanders Properties, Inc. | | | M | | | M | | | M | | ||
| | Hope B. Woodhouse | | | 66 | | | 2017 | | | | | Former Chief Operating Officer of Bridgewater Associates, LP | | | M | | | C | | | M | | ||
Number of Meetings in 2022 | | | Full Board: 11 | | | | | | 7 | | | 10 | | | 5 | |
| 2023 PROXY STATEMENT / 5 | |
| | | | | | | | Independent committees | | | | | | | Majority voting | | |
| | Our Chief Executive Officer focuses on managing our Company while our independent Board Chair drives accountability at the Board level | | | | | | | All | | | | | | | We have a majority standard for uncontested elections of directors and a resignation policy for directors who do not receive a majority of the votes cast | |
| | Annually elected Board | | | | | | | | | | | | | Executive sessions | | ||||||||
| | | | | | | | | A rigorous self-assessment process helps our Board evaluate its performance and identify and address any potential gaps | | | | | | | Our independent directors hold regular executive sessions, with the independent Board Chair presiding | |
| | Director education | | | | | | | board service | | | | | | | Stock ownership guidelines | |
| | Our Director Education Policy empowers our directors to be well versed in principles of corporate governance and other critical subject matters | | | | | | | A director may not serve on more than three other boards of public companies in addition to our Board, and a director who serves as a public company CEO may not serve on more than one other board | | | | | | | Each independent director is expected to accumulate equity interests in an amount equal to three times the director’s annual | |
| | Commitment to Board diversity | | | | | | | | | | | | | | ||
| | We take reasonable steps to assemble a diverse pool of | | | | | | | With the leadership of the Nominating and Corporate Governance Committee, our Board oversees our Company’s approach to environmental, social and governance matters | | | | | | | We have initiated a dialogue with many of our investors focused on corporate governance and ESG topics | |
| | No hedging or pledging | | | | | | | common stock | | | | | | | No political contributions | |
| | We prohibit short sales, transactions in derivatives, hedging and pledging of our securities by directors, executive officers and employees | | | | | | | Each share of our common stock has one vote | | | | | | | |
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| | Program Foundations | | |
| | At Granite Point, we are committed to identifying and responding to business risks and opportunities related to environmental, social and governance (ESG) issues. We are also committed to being a responsible, ethical corporate citizen, an employer of choice for talented professionals, and a positive member of the communities where we live and work. | | |
| 2023 PROXY STATEMENT / 7 | |
| | Environmental | | | | | | | Social | | | | | | | Governance | |
| | Climate change and other environmental factors pose risks to our investment portfolio that we must actively manage, and we also recognize our responsibility to operate our business in a manner that limits negative environmental impacts | | | | | | | Our social commitment is centered on human capital management – that is, providing resources and support to attract, develop and retain our team of talented professionals – as well as positively engaging with the communities where we operate in New York and Minnesota | | | | | | | A strong governance framework – including an effective ethics and compliance program, thoughtful attention to information security and privacy concerns, and quality corporate governance practices at the Board level – is critical to our long-term success as a real-estate finance company | |
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| | | PROPOSAL 2: APPROVAL OF ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board of Directors recommends that you vote FOR this “Say on Pay” advisory proposal. Our executive compensation program is designed to reward performance and align with stockholders’ interests. | | | “FOR” (See Page | |
| | OUR TOTAL REWARDS PHILOSOPHY IS DESIGNED TO: | | |
| | • Attract, retain and • Pay for performance by linking compensation to the achievement of short-term and long-term financial and strategic goals; • Align the interests of our executive officers and stockholders by tying elements of executive compensation to corporate performance and generated returns; and • Ensure fair, equitable and competitive pay practices. | | |
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| | What We Do | | | | | |
| | • A significant majority of each executive officer’s compensation is at risk • Our forfeiture and clawback policy allows recoupment of cash or equity awards upon a financial restatement • We have adopted meaningful stock ownership requirements applicable to our • Our Compensation Committee retains an independent compensation consultant who provides no other services to our Company • • We conduct an annual compensation risk assessment | | | |||
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| | What We Don’t Do | | | | | |
| | • Our executive officers do not receive perquisites or retirement plans not available to other employees • We do not allow • We do not have single-trigger accelerated vesting of equity awards upon a change of control of the Company • We do not pay dividends on any performance-based equity units that are not earned through satisfaction of the awards’ performance metrics • Our executive officers do not have guaranteed bonuses • We do not provide tax gross-ups • Our NEOs’ employment agreements do not provide for excessive severance payments | | |
| | | PROPOSAL 3: |
The Board of Directors recommends that you vote in favor of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, | | | “FOR” (See Page | |
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| | TOTAL NOMINEES | | | | | | | INDEPENDENT | | | | | | | WOMEN | | | | | | | ETHNIC/ RACIAL MINORITIES | | | | | | | AVERAGE DIRECTOR AGE | | | | | | | AVERAGE DIRECTOR TENURE | | | | | | | TOTAL DIVERSITY | |
| | 5 | | | | | | | 4 | | | | | | | 2 | | | | | | | 1 | | | | | | | 65.8 years | | | | | | | 5 years | | | | | | | 40% | |
Key Skill or Qualification | | | Importance to Granite Point | |
Real Estate or REIT | | | Directors with extensive knowledge of, and/or experience in, the real estate sector and/or REITs have the knowledge needed to set and oversee our strategy | |
Strategic Opportunities or Balance Sheet Management | | | Directors with experience overseeing corporate strategy (including M&A and capital markets transactions) and/or balance sheet management (including funding and capital allocation strategies) help evaluate value-creating opportunities for our Company and our stockholders | |
Finance or Accounting | | | Directors with strong financial literacy and experience reviewing financial reporting and internal controls enhance our Board’s ability to oversee our strategy and drive accurate and transparent reporting to our stockholders | |
Credit or Principal Investing | | | Directors with experience in credit investing and/or principal investing provide valuable perspectives that inform our strategy and long-term, fundamental, value-driven investment philosophy | |
Operations and Management | | | Directors with operations and management experience help guide our Company through various economic, credit and interest rate cycles and enhance our Board’s ability to develop and oversee our internal operations and business strategy | |
Investor Communications and Outreach | | | Directors with experience understanding the investor perspective and/or maintaining deep institutional relationships enhance our investor communications and outreach practices as a publicly traded company | |
| 2023 PROXY STATEMENT / 11 | |
Key Skill or Qualification | | | Importance to Granite Point | |
ESG | | | Directors with experience evaluating and overseeing ESG efforts, including but not limited to environmental sustainability and diversity, equity and inclusion efforts, allow our Company to build and maintain a long-term, responsible business model, and deepen relationships with our investors, business partners, other stakeholders and communities | |
Prior Public Board or Governance Experience | | | Directors with experience serving on public company boards help promote a culture of accountability and transparency on our Board in addition to instituting corporate governance policies that protect stockholder interests | |
| | | Kasnet | | | Taylor | | | Dehne | | | McGrath | | | Sanders | | | Woodhouse | |
Real Estate or REIT | | | | | | | | | | | | | | ||||||
Strategic Opportunities or Balance Sheet Management | | | | | | | | | | | | | | ||||||
Finance or Accounting | | | | | | | | | | | | | | ||||||
Credit or Principal Investing | | | | | | | | | | | | | | | |||||
Operations and Management | | | | | | | | | | | | | | | |||||
Investor Communications and Outreach | | | | | | | | | | | | | | | | | | ||
ESG | | | | | | | | | | | | | | | | | | ||
Prior Public Board or Governance Experience | | | | | | | | | | | | | | | | ||||
Demographic Characteristics | | | | | | | | | | | | | | | | | | | |
Women | | | | | | | | | | | | | | | | | |||
Ethnic/Racial Minorities | | | | | | | | | | | | | | | | | | |
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Chair of the Board and Independent Director Committee(s): Audit (Chair) | | | | |||||
| Age: 77 | | | Director Since: 2017 | | |||
| KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Through various director and management positions, including at Two Harbors Investment Corp., Silver Bay Realty Trust, Bradley Real Estate Trust and Harbor Global, Mr. Kasnet has extensive REIT and real estate sector experience Strategic Opportunities or Balance Sheet Management – In various director and management positions, including at Two Harbors Investment Corp. and Silver Bay Realty Trust, Mr. Kasnet has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management Finance or Accounting – As a qualified financial expert on the Audit Committee, Mr. Kasnet has the experience and financial literacy to oversee financial reporting and internal controls Credit or Principal Investing – As a director of Two Harbors, former CEO of Pioneer First Voucher Fund and former President of Pioneer Real Estate Investors, among other positions, Mr. Kasnet has experience investing in real estate and other real estate products Operations and Management – Through various executive roles in the real estate and mortgage REIT industry, Mr. Kasnet has the right expertise to help develop and oversee our business strategy and has a broad perspective on operational matters Prior Public Board or Governance Experience – Mr. Kasnet has served as a director for multiple public companies, including Two Harbors Investment Corp (NYSE: TWO), Silver Bay Realty Trust (NYSE: SBY), Columbia Laboratories (NASDAQ: CBRX) and Rubicon (NZX: RBC) | |
| PROFESSIONAL | | | | |
| • • CEO, Pioneer First Voucher Fund (Russia) (2000-2006) • President, Pioneer Global • President, Pioneer Real Estate Investors (1993-2000) | | | • • • Additional senior management positions with other financial organizations, including | |
| OTHER • • Director, Silver Bay Realty Trust Corp. (NYSE: SBY) (2012-2017) • Chairman of the Board, Rubicon (NZX: RBC) (2008-2018) • Director, First Ipswich Bancorp (2008-2020) • Director, GoodBulk, an ocean cargo carrier (2017-2019) • Chairman of the Board, Tenon Ltd., a timberland owner and wood product producer (2016-2018) • Chairman of the Board, Columbia Laboratories, Inc. (NASDAQ: CBRX) (2004-2015) • Director, Republic Engineered Products, a specialty steel manufacturer (2002-2008) • Director, FTD, a florist collective (2001-2005) • Chairman of the Board, Warren Bank & Warren Bancorp. (1990-2003) | | |||
| ORGANIZATIONS • Trustee, | | |||
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| 2023 PROXY STATEMENT / | |
| President, Chief Executive Officer and Director | | | JOHN (“ | TAYLOR | | |||
| Age: 67 | | | Director | | ||||
| KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Through various management and real estate group leadership positions at asset management firms, including PGIM Real Estate Investors, UBS and PaineWebber, and membership in the Commercial Real Estate Finance Council and President’s Council of the Real Estate Roundtable, Mr. Taylor has extensive real estate sector experience Strategic Opportunities or Balance Sheet Management – As a leader in the real estate groups at Prudential Real Estate Investors, UBS, PaineWebber and Kidder, Peabody & Co., Mr. Taylor has extensive experience managing corporate strategy in the real estate sector – including by effecting transactions and raising capital – and the right experience to manage our balance sheet and funding profile Finance or Accounting – Through various management positions at real estate finance companies, Mr. Taylor brings strong financial literacy and a deep expertise in real estate finance fundamentals Credit or Principal Investing – As partner of Five Mile Capital and Head of Global Real Estate Finance at Prudential Real Estate Investors, Mr. Taylor has developed deep knowledge of debt products and asset-based lending in the real estate space Operations and Management – As President and CEO of Granite Point and through various management positions at asset management firms, Mr. Taylor has extensive knowledge of our Company and the right experience to oversee our Company’s operations and business strategy Investor Communications and Outreach – As President and CEO of Granite Point and through various management positions at asset management firms, Mr. Taylor has extensive experience with investor communications practices | |
| PROFESSIONAL EXPERIENCE | | | | |
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• • • | | | • • • • | | |
| • Founding • Member, • Chairman of the Board, Innocence Project, an organization that works to free the innocent, prevent wrongful convictions and create fair, compassionate and equitable systems of justice for everyone, guided by science and grounded in antiracism | | |||
| EDUCATION • • MSc, International Relations, London School of Economics and Political Science • BA, University of | ||||
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| Independent Director Committee(s): Nominating & Corporate Governance (Chair), Compensation | | | TANUJA M. | | |||
| Age: | | | |||||
Director Since: 2017 | | |||||||
| KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As a director at Silver Bay Realty Trust, Ms. Dehne developed knowledge of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – In various director and management positions, including at Silver Bay Realty Trust, Advanced Disposal Services and NRG Energy, as well as in private legal practice, Ms. Dehne has Finance or Accounting – Through her experience as a corporate and securities attorney, service on the Audit Committee of Silver Bay Realty Trust and her experience overseeing the investment management of an endowment, Ms. Dehne has the financial literacy to oversee financial reporting and internal controls Operations and Management – Through various roles and spans of control at NRG Energy and as the President and ESG – As an executive and Prior Public Board or Governance Experience – With over two decades teaching, advising and serving on corporate boards, and as Co-Chairman of the Advisory Board of the Gupta Governance Institute at Drexel University, Ms. Dehne provides corporate governance expertise to our Board | |
| PROFESSIONAL EXPERIENCE | | | | |
| • President and CEO, Geraldine R. Dodge Foundation, a private foundation that supports, centers, and connects communities and changemakers who are addressing the root causes and repair of structural racism and inequity in New Jersey (2019-present) | | | • ◦ Executive Vice President, Chief Administrator and Chief of Staff ◦ Additional roles included: Senior Vice President, Human • | |
| OTHER • Director, • • Director, Silver Bay Realty Trust (NYSE: SBY) (2012-2017) | | |||
| • • • Trustee, New York Public Radio (co-chair of President and CEO Search Committee) • Trustee, AAPIP (Asian Americans/Pacific Islanders in Philanthropy) • Trustee, Philanthropy New York • Member, Nominating and Governance Peer Group Steering Committee, Women Corporate Directors | | |||
| EDUCATION • • MA, Political Science, University of Pennsylvania • AB, Lafayette College | |
| 2023 PROXY STATEMENT / 15 | |
| Independent Director Committee(s): Nominating & Corporate Governance | | | SHEILA K. McGRATH | | |||
| Age: 58 | | | Director Since: 2023 | | |||
| KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Given her background as a senior REIT research analyst and involvement with several industry organizations such as the Real Estate Investment Advisory Counsel (REIAC) and National Association of Real Estate Investment Trusts (NAREIT), Ms. McGrath has a strong understanding of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – As a Senior Equity Research Analyst for over 25 years, with the past 10 years at Evercore, Ms. McGrath has broad expertise in Finance or Accounting – Through her 25+ years of experience as a Credit or Principal Investing – As a commercial real estate appraiser with the Member of Appraisal Institute (MAI) designation while at CB Commercial, Ms. McGrath brings deep knowledge of commercial real estate valuation and feasibility analysis conducted for financial institutions and institutional investors for both equity investment and debt financing purposes Investor Communications and Outreach – Given her sell-side research expertise, Ms. McGrath has both an acute understanding of the investor perspective and deep institutional relationships, which enhance our investor communications and outreach ESG – Through her roles with NAREIT’s Dividends Through Diversity and Inclusion Initiative and the Gaining and Retaining Outstanding Women program at Rutgers’ Business Schools’ Center for Women in Business, Ms. McGrath has experience leading on diversity, equity and inclusion in our industry | |
| PROFESSIONAL EXPERIENCE | | | | |
| • Principal, Grayton Advisory (2022-present) • Senior Managing Director, Equity REITs, Real Estate Operating Companies, Evercore (2012-2022) • Managing Director, Senior Vice President and Member of the Research Review and Leadership Committees, Keefe, Bruyette & Woods (2007-2012) | | | • Senior Equity research analyst covering REITs for more than 20 years at other financial organizations, including Smith Barney, UBS and Dresdner Kleinwort • Valued commercial real estate properties in the real estate advisory and valuation group at CB Commercial | |
| ORGANIZATIONS • Member of • Founding Member of the Board of the Center for Women in • Associate Member of a | | |||
| EDUCATION • MBA, Finance and Real Estate, Rutgers University • AB, Lafayette College | |
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| Independent Director Committee(s): Audit, Compensation, Nominating & Corporate Governance | | | W. | | |||
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| KEY SKILLS & QUALIFICATIONS Strategic Opportunities or Balance Sheet Management – In various director and management positions, including at Two Harbors Investment Corp., Mid-America Apartment Communities, Silver Bay Realty Trust and Sanders Properties, Mr. Sanders has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management Finance or Accounting – Through Mr. Sanders’ extensive background in the financial services industry, he possesses strong financial literacy and experience to oversee financial reporting and internal controls Credit or Principal Investing – As a director of Two Harbors and former executive at Southeastern Asset Management, Longleaf Partners Mutual Funds and First Tennessee Investment Management, among others, Mr. Sanders has extensive investing experience Operations and Management – In various director and management positions at Two Harbors, Mid-America Apartment Communities and Sanders Properties, among others, Mr. Sanders has experience managing operations in the real estate industry Prior Public Board or Governance Experience – Mr. Sanders has served as | |
| PROFESSIONAL EXPERIENCE | | | | |
| • President, • | | | • • President, Longleaf Partners Mutual Funds • Investment Officer, | |
| OTHER • Director and Member of the Audit, Compensation and Risk Oversight Committees, Two Harbors Investment • Director and Member of the Audit Committee, Mid-America Apartment Communities • Director Member of the • Advisory Board Member, • Director, Silver Bay Realty Trust (NYSE: SBY) (2015-2017) • Chairman of the Board, Two Rivers Capital Management (2004-2007) • Director, Harbor Global (2001-2006) • Director, PIOglobal Asset Management (2001-2006) • Director, TBA Entertainment (2000-2004) • Director, The Pioneer Group (1999-2000) | | |||
| ORGANIZATIONS • Chairman of the Board, Hugo Dixon Foundation • Trustee, Dixon Gallery and Gardens Endowment Fund, and Dixon Gallery and Gardens | | |||
| • | |
| 2023 PROXY STATEMENT / 17 | |
| Independent Director Committee(s): Compensation (Chair), Audit, Nominating & Corporate Governance | | | HOPE B. WOODHOUSE | | |||
| Age: 66 | | | Director Since: 2017 | | |||
| KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As a director of Two Harbors Investment Corp., Ms. Woodhouse has developed knowledge of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – Through various director and management positions, including at Two Harbors Investment Corp., Piper Jaffray and Seoul Securities, Ms. Woodhouse has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management Finance or Accounting – As a qualified financial expert on the Audit Committee, Ms. Woodhouse has the experience and financial literacy to oversee financial reporting and internal controls Credit or Principal Investing – As a former executive at Bridgewater Associates, Soros Fund Management, Tiger Management and Salomon Brothers, Ms. Woodhouse brings extensive investing experience Operations and Management – As a former executive at Bridgewater Associates, Soros Fund Management, Tiger Management and Salomon Brothers, Ms. Woodhouse brings extensive management and operations experience, including the oversight of human resources Prior Public Board or Governance Experience – Ms. Woodhouse has served as a director for multiple public companies, including Two Harbors Investment Corp (NYSE: TWO), Piper Jaffray (NYSE: PJC), Acadia Realty Trust | |
| PROFESSIONAL EXPERIENCE | | | | |
| • Chief Operating Officer, Bridgewater Associates (2005-2009) • | | | • Chief Operating Officer, Soros Fund Management • Treasurer, Tiger Management • Managing Director, Salomon Brothers | |
| OTHER CORPORATE BOARDS • Trustee and • • • • • Director, Seoul Securities (2001-2003) | | |||
| ORGANIZATIONS • Director, Children’s Services Advisory Committee of Indian River Country • Director, John’s Island Community Service League • Trustee, Tiger Foundation | | |||
| EDUCATION • • AB, Georgetown University | | |||
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| | | PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and perspectives that is essential to good governance and leadership of our Company. | | | “FOR” | |
| 2023 PROXY STATEMENT / | |
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| 2023 PROXY STATEMENT / 21 | |
| | AUDIT COMMITTEE Current Members: Stephen G. Kasnet (Chair) W. Reid Sanders Hope B. Woodhouse Meetings in | | | Key Responsibilities: • Review interim financial information and audited financial statements included in reports filed with the SEC; • Review financial information included in earnings press releases issued by our Company; • Produce the Audit Committee Report; • Review the adequacy and effectiveness of our Company’s system of internal accounting controls; • Review our Company’s assessment and management of its risk exposures; • Review, approve and oversee any related person transactions as defined by SEC rules and regulations; • Oversee our Company’s compliance and ethics programs; • Oversee our Company’s internal audit activities; and • Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor. | | |
| | COMPENSATION COMMITTEE Current Members: Hope B. Woodhouse (Chair) Tanuja M. Dehne W. Reid Sanders Meetings in | | | Key Responsibilities: • Establish our Company’s general compensation philosophy for the CEO and other executive officers; • Determine all matters relating to the compensation of the CEO and other executive officers, including corporate goals and objectives tied to compensation; • Administer, review and make recommendations to • Review and recommend to • Review our Company’s human capital management strategies and practices; • Review and assess the incentives and risks arising from our Company’s compensation programs and plans; and • Produce the Compensation Committee Report. | | |
| 22 / gpmtreit.com/investors | |
| | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Current Members: Tanuja M. Dehne (Chair) Sheila K. McGrath W. Reid Sanders Hope B. Woodhouse Meetings in | | | Key Responsibilities: • Assist • Recommend to • Recommend to • Make recommendations to • Review, and assist our Board in overseeing, our Company’s ESG priorities, strategies and related public disclosures; and • Oversee the evaluation of the effectiveness of | | |
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| | BOARD OF DIRECTORS Our Board exercises broad oversight of our Company’s risk management, including through the review of our business plans, capital structure and financial results. Our Board has also established investment guidelines, which set parameters for the type and size of investments management can make without further Board approval. | | |
| | AUDIT COMMITTEE • Guidelines and policies to govern risk management and assessment; • The adequacy of our Company’s insurance coverage; • Any uninsured or commercially uninsurable risks; • Our Company’s interest rate risk management; • Our Company’s counterparty and credit risks; • Our Company’s information security and technology risks (including cybersecurity); and • Any environmental risks relating to our | | |
| | COMPENSATION COMMITTEE This committee is responsible for assessing the risks arising from our compensation programs and plans. It also reviews our human capital management strategies and practices. | | |
| | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE This committee recommends appropriate corporate governance practices. It also reviews our Company’s ESG priorities, strategies and public disclosures. | | |
| 2023 PROXY STATEMENT / 25 | |
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| | BY EMAIL | |
| | Please send correspondence via email to secretary@gpmtreit.com | |
| | BY MAIL | |
| | Please send correspondence via regular mail to the attention of the independent directors, the Chair of the Audit Committee, the Chair of the Compensation Committee or the Chair of the Nominating and Corporate Governance Committee, as the case may be, in each instance in care of the Secretary at the Company’s office at 3 Bryant Park, Suite 2400A, New York, New York 10036. | |
| 2023 PROXY STATEMENT / 27 | |
| | Align the interests of our directors and our stockholders | | | | | | | Attract and retain outstanding director candidates to provide meaningful oversight of our business | | | | | | | Reflect the substantial time commitment our directors make to their Board and committee service | |
| 28 / gpmtreit.com/investors | |
| | Cash ($) | | Restricted Stock Unit Awards ($) | | | Cash ($) | | Restricted Stock Unit Awards ($) | | ||||||||||||||||
Board | | | | | | | | | | | | | | | | | | | | | | | ||||
Chair | | | | 160,000 | | | | | 160,000 | | | | | | 160,000 | | | | | 160,000 | | | ||||
Other Directors | | | | 100,000 | | | | | 100,000 | | | | | | 100,000 | | | | | 100,000 | | | ||||
Audit Committee | | | | | | | | | | | | | | | | | | | | | | | ||||
Chair | | | | 10,000 | | | | | 10,000 | | | | | | 10,000 | | | | | 10,000 | | | ||||
Other Members | | | | 5,000 | | | | | 5,000 | | | | | | 5,000 | | | | | 5,000 | | | ||||
Compensation Committee | | | | | | | | | | | | | | | | | | | | | | | ||||
Chair | | | | 6,250 | | | | | 6,250 | | | | | | 6,250 | | | | | 6,250 | | | ||||
Other Members | | | | 3,750 | | | | | 3,750 | | | | | | 3,750 | | | | | 3,750 | | | ||||
Nominating and Corporate Governance Committee | | | | | | | | | | | | | | | | | | | | | | | ||||
Chair | | | | 6,250 | | | | | 6,250 | | | | | | 6,250 | | | | | 6,250 | | | ||||
Other Members | | | | 3,750 | | | | | 3,750 | | | | | | 3,750 | | | | | 3,750 | | |
| 2023 PROXY STATEMENT / 29 | |
Name | | Fees Earned or Paid in Cash(1) ($) | | Stock Awards(2)(3) ($) | | Total ($) | | | Fees Earned or Paid in Cash ($) | | Stock Awards(1)(2) ($) | | Total ($) | | ||||||||||||||||||||||||
Tanuja M. Dehne | | | | 107,410 | | | | | 109,992 | | | | | 217,402 | | | | | | 110,000 | | | | | 109,992 | | | | | 219,992 | | | ||||||
Martin A. Kamarck(4) | | | | 43,854 | | | | | — | | | | | 43,854 | | | ||||||||||||||||||||||
Stephen G. Kasnet | | | | 166,215 | | | | | 324,999 | | | | | 491,214 | | | | | | 170,000 | | | | | 324,998 | | | | | 494,998 | | | ||||||
W. Reid Sanders | | | | 108,743 | | | | | 112,488 | | | | | 221,231 | | | | | | 112,500 | | | | | 112,491 | | | | | 224,991 | | | ||||||
Hope B. Woodhouse | | | | 110,199 | | | | | 114,999 | | | | | 225,198 | | | | | | 115,000 | | | | | 114,991 | | | | | 229,991 | | |
Name | | | Restricted Stock Units | | |||
Ms. Dehne | | | | | | | |
Mr. | | | | | | | |
Mr. | | | | | | | |
| | | | ||||
| |
| |
| |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percent of Class(2) | | ||||||
Directors | | | | | | | | | | | | | |
Tanuja M. Dehne | | | | | 27,093 | | | | | | * | | |
Stephen G. Kasnet | | | | | 63,207(3) | | | | | | * | | |
Sheila K. McGrath | | | | | – | | | | | | * | | |
W. Reid Sanders | | | | | 112,508 (4) | | | | | | * | | |
John (“Jack”) A. Taylor(5) | | | | | 260,556 | | | | | | * | | |
Hope B. Woodhouse | | | | | 44,915 | | | | | | * | | |
Named Executive Officers | | | | | | | | | | | | | |
Stephen Alpart | | | | | 135,080 | | | | | | * | | |
Peter Morral | | | | | 63,065 | | | | | | * | | |
Steven Plust | | | | | 180,016 | | | | | | * | | |
Marcin Urbaszek | | | | | 67,152(6) | | | | | | * | | |
All directors and executive officers as a group (11 individuals) | | | | | 978,819 | | | | | | 1.9% | | |
| 32 / gpmtreit.com/investors | |
Name and Address of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percent of Class(1) | | ||||||
BlackRock, Inc. 55 East New York, NY 100 | | | | | | | | | | | | ||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | | | | | | | | | |
| |
| Stephen Alpart Age: 59 Vice President and Chief Investment Officer | |
| • Mr. Alpart has been our Vice President and Chief Investment Officer since our Company’s inception in 2017. He is also our Co-Head of Originations and a member of our Investment Committee. • From 2014 to 2020, he was a Managing Director at Pine River Capital Management, L.P., our Former Manager. • Prior to joining our Former Manager, • Previously, Mr. Alpart was a Managing Director in the Real Estate Group at GMAC Commercial Mortgage and Capmark Investments where he focused on originating, underwriting and closing large structured commercial real estate loans for private equity firms and private owner/operators. Prior to that, he was a Managing Director in the Real Estate Group at PaineWebber & Co., an investment bank and stock brokerage firm, and later an Executive Director in the Real Estate Group of UBS Group AG, a Swiss multinational investment bank and financial services company, where he focused on originating, underwriting and closing large structured commercial real estate loans for private equity firms and owner/operators. • He has worked in real estate finance and debt investing for over 25 years in a variety of functions, including third-party funds management, proprietary on-book lending, transaction advisory business, loan syndications, loan sales and workouts/ restructurings. • Mr. Alpart received | |
| |
| Michael Karber Age: 43 Vice President, General Counsel and Secretary | |
| • Mr. Karber has served as our Vice President, General Counsel and Secretary since 2020. He has been with our Company since its inception in 2017, previously serving as Deputy General Counsel from 2018 to 2019 and as Assistant Secretary from 2018 to 2020. • Prior to joining the Company, Mr. Karber was Lead Counsel – Business Operations at Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, beginning in 2014. • Prior to joining Two Harbors, he was a Portfolio Manager at Presidium Asset Solutions, an asset management and loan servicing company, from 2010 to 2014. • From 2007 to 2009, Mr. Karber was an Associate at Pircher, Nicols & Meeks LLP, and he was previously an Associate at Schwartz Cooper Chartered (now known as Dykema Gossett PLLC). • Mr. Karber received a JD from Northwestern University, Pritzker School of Law, and a BA in Political Science and Psychology from the University of Michigan. | |
| Peter Morral Age: 55 Vice President and Chief Development Officer | |
| • Mr. Morral has been our Vice President and Chief Development Officer since 2020 and has been our Co-Head of Originations and a member of our Investment Committee since our Company’s inception in 2017. • From 2014 to 2020, he was a Managing Director at our Former Manager. • Prior to joining our Former Manager, he served as a Managing Director in Annaly Capital’s Commercial Real Estate Group. • Prior to joining Annaly Capital, Mr. Morral was a Managing Director and member of the Investment Committee at UBS Securities, LLC where he was responsible for institutional client and large loan originations, investment banking coverage, subordinate debt pricing and distribution and loan syndications. • He has worked in real estate finance and debt investing for over 20 years in a variety of functions, including on-balance sheet lending, syndications and investing, credit policy and underwriting, and CMBS loan originations, pricing, ratings and credit distribution. • Mr. Morral received an | |
| 2023 PROXY STATEMENT / 35 | |
| Steven Plust Age: 64 Vice President and Chief Operating Officer | |
| • Mr. Plust has been our Vice President and Chief Operating Officer since our Company’s inception in 2017. He is also a member of our Investment Committee. • From 2014 to 2020, he was a Managing Director at our Former Manager. • Prior to joining our Former Manager, Mr. Plust was a Managing Director in the • He has over 25 years of experience in real estate finance and capital markets and was an advisor to the Resolution Trust Corporation in the development and implementation of its securitization programs. • Mr. Plust has worked for over 20 years in principal investing platforms on Wall Street and in investment management, where he has been primarily responsible for transaction pricing and structuring, credit risk assessment and analysis of complex transactions and multi-asset portfolios. • Mr. Plust received an | |
| Marcin Urbaszek Age: 47 Vice President, Chief Financial Officer, Treasurer and | |
| • Mr. Urbaszek has been our Vice President, Chief Financial Officer, Treasurer and Head of Investor Relations since our Company’s inception in 2017. • He joined our Former Manager in May 2013 and, until the formation of our Company, served as a Managing Director of Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, focusing on corporate development and capital markets activities. • Prior to joining our Former Manager, Mr. Urbaszek worked in the Investment Banking Division at Credit Suisse Group AG from 2006 to April 2013, most recently serving as a team lead and partner on coverage and strategic transaction execution for various financial institutions, including residential and commercial mortgage lenders. • He has over 20 years of finance experience, including capital markets and equity research, with the last 15 years dedicated to financial institutions. • Over the course of his career, Mr. Urbaszek has been primarily responsible for strategic and capital raising transaction execution, as well as financial planning and analysis. • Mr. Urbaszek received a |
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| |
| | JOHN (“JACK”) A. TAYLOR | | | | | | | MARCIN URBASZEK | | | | | | | STEPHEN ALPART | | | | | | | PETER MORRAL | | | | | | | STEVEN PLUST | |
| | President, Chief Executive Officer and Director | | | | | | | Vice President, Chief Financial Officer and Treasurer | | | | | | | Vice President and Chief Investment Officer | | | | | | | Vice President and Chief Development Officer | | | | | | | Vice President and Chief Operating Officer | |
| EXECUTIVE COMPENSATION OVERVIEW | | | p. | |
| • • Executive Compensation Components Awarded in • • Results Under Performance-Based Awards • Quality Compensation Practices | | | | |
| HOW EXECUTIVE COMPENSATION IS DETERMINED | | | p. | |
| • Background of Our Executive Compensation Program • Compensation Philosophy and Objectives • Roles and Responsibilities in Executive Compensation Decisions • Employment Agreements • Peer • Say on Pay Vote | | | | |
| EXECUTIVE COMPENSATION COMPONENTS | | | p. | |
| • • • Long-Term Incentive Plan (LTIP) Awards Granted in • Benefits | | | | |
| EXECUTIVE COMPENSATION POLICIES AND PRACTICES | | | p. | |
| • Stock Ownership Guidelines • Prohibition Against Hedging and Pledging • Forfeiture and Clawback Policy • Compensation Risk Assessment | | | | |
| |
| EXECUTIVE COMPENSATION COMPONENTS AWARDED IN | | ||||||
| Cash | | | Base Salary | | | • Intended to provide market-competitive fixed income • Only element of total direct compensation not at performance risk | |
| Annual Incentive Plan (AIP) | | | • Target amount set as percentage of base salary (100% for CEO and 75% for each of the other NEOs) • Performance period: • Pays out at 0% – 200% of target amount • Performance metrics: ◦ 50% quantitative metrics – “Core” ROAE (return on average equity), weighted 66.7% on an absolute basis and 33.3% on a relative basis ◦ 50% qualitative metrics – strategic objectives fundamental to the business | | |||
| Equity | | | Performance Stock Units (PSUs) | | | • 50% of equity award value delivered as PSUs • Performance period: • Vests at 0% – 200% of target number of units • Performance metrics: absolute and relative “Core” ROAE, each weighted 50% | |
| Restricted Stock Units (RSUs) | | | • 50% of equity award value delivered as RSUs • Three-year ratable vesting | |
| |
Named Executive Officer | | 2021 Base Salary | | Target AIP Award for 2021 Performance | | RSU Award Granted in 2021 | | Target PSU Award Granted in 2021 | | | Target Total Direct Compensation | | | 2022 Base Salary | | Target AIP Award for 2022 Performance | | RSU Award Granted in 2022 | | Target PSU Award Granted in 2022 | | | Target Total Direct Compensation | | ||||||||||||||||||||||||||||||||||||||
John (“Jack”) A. Taylor | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | $ | 1,125,000 | | | | $ | 1,125,000 | | | | | $ | 4,250,000 | | | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | $ | 1,125,000 | | | | $ | 1,125,000 | | | | | $ | 4,250,000 | | | ||||||||
Marcin Urbaszek | | | $ | 560,000 | | | | $ | 420,000 | | | | $ | 335,000 | | | | $ | 335,000 | | | | | $ | 1,650,000 | | | | | $ | 560,000 | | | | $ | 420,000 | | | | $ | 485,000 | | | | $ | 485,000 | | | | | $ | 1,950,000 | | | ||||||||
Stephen Alpart | | | $ | 600,000 | | | | $ | 450,000 | | | | $ | 600,000 | | | | $ | 600,000 | | | | | $ | 2,250,000 | | | | | $ | 600,000 | | | | $ | 450,000 | | | | $ | 600,000 | | | | $ | 600,000 | | | | | $ | 2,250,000 | | | ||||||||
Peter Morral | | | $ | 600,000 | | | | $ | 450,000 | | | | $ | 600,000 | | | | $ | 600,000 | | | | | $ | 2,250,000 | | | | | $ | 600,000 | | | | $ | 450,000 | | | | $ | 600,000 | | | | $ | 600,000 | | | | | $ | 2,250,000 | | | ||||||||
Steven Plust | | | $ | 600,000 | | | | $ | 450,000 | | | | $ | 600,000 | | | | $ | 600,000 | | | | | $ | 2,250,000 | | | | | $ | 600,000 | | | | $ | 450,000 | | | | $ | 600,000 | | | | $ | 600,000 | | | | | $ | 2,250,000 | | |
| | What We Do | | | | | |
| | • A significant majority of each NEO’s compensation is at risk • Our forfeiture and clawback policy allows recoupment of cash or equity awards upon a financial restatement • We have adopted meaningful stock ownership requirements applicable to our • Our Compensation Committee retains an independent compensation consultant who provides no other services to our Company • and is capped at 200% of target amounts • We conduct an annual compensation risk assessment | | |
| | What We Don’t Do | | | | | |
| | • Our NEOs do not receive perquisites or retirement plans not available to other employees • We do not allow • We do not have single-trigger accelerated vesting of equity awards upon a change of control of our Company • We do not pay dividends on any performance-based equity units that are not earned through satisfaction of the awards’ performance metrics • Our NEOs do not have guaranteed bonuses • We do not provide tax gross-ups • Our NEOs’ employment agreements do not provide for excessive severance payments | | |
| |
| | Attract, retain and | | | | | | | Pay for performance by linking compensation to the achievement of short-term and long-term financial and strategic goals | | | | | | | Align the interests of our executive officers and stockholders by tying elements of executive compensation to corporate performance and generated returns | | | | | | | Ensure fair, equitable and competitive pay practices | |
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| 42 / gpmtreit.com/investors | |
• iStar Inc. (STAR) • Ladder Capital Corp (LADR) • MFA Financial, Inc. (MFA) • New York Mortgage Trust, Inc. (NYMT) • Redwood Trust, Inc. (RWT) • Walker & Dunlop, Inc. (WD) |
| 2023 PROXY STATEMENT / 43 | |
Named Executive Officer | | | 2021 Base Salary | | | Target Award Percentage | | | Minimum AIP Award for 2021 Performance | | | Target AIP Award for 2021 Performance | | | Maximum AIP Award for 2021 Performance | | |||||||||||||||
John (“Jack”) A. Taylor | | | | $ | 1,000,000 | | | | | | 100% | | | | | $ | 0 | | | | | $ | 1,000,000 | | | | | $ | 2,000,000 | | |
Marcin Urbaszek | | | | $ | 560,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 420,000 | | | | | $ | 840,000 | | |
Stephen Alpart | | | | $ | 600,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 450,000 | | | | | $ | 900,000 | | |
Peter Morral | | | | $ | 600,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 450,000 | | | | | $ | 900,000 | | |
Steven Plust | | | | $ | 600,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 450,000 | | | | | $ | 900,000 | | |
Named Executive Officer | | | 2022 Base Salary | | | Target Award Percentage | | | Minimum AIP Award for 2022 Performance | | | Target AIP Award for 2022 Performance | | | Maximum AIP Award for 2022 Performance | | |||||||||||||||
John (“Jack”) A. Taylor | | | | $ | 1,000,000 | | | | | | 100% | | | | | $ | 0 | | | | | $ | 1,000,000 | | | | | $ | 2,000,000 | | |
Marcin Urbaszek | | | | $ | 560,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 420,000 | | | | | $ | 840,000 | | |
Stephen Alpart | | | | $ | 600,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 450,000 | | | | | $ | 900,000 | | |
Peter Morral | | | | $ | 600,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 450,000 | | | | | $ | 900,000 | | |
Steven Plust | | | | $ | 600,000 | | | | | | 75% | | | | | $ | 0 | | | | | $ | 450,000 | | | | | $ | 900,000 | | |
| 44 / gpmtreit.com/investors | |
Objective | | | Percentage of Strategic Component | | | Summary of Assessment Factors | |
Balance sheet management | | | 30% | | | • Create a diversified and stable funding profile • Maintain appropriate balance sheet leverage • • Grow equity capital to achieve economies of scale, larger market presence and increasing liquidity for stockholders | |
Risk management | | | 30% | | | • • Assess business counterparties | |
Stockholder/investor focus | | | 20% | | | • Generate • Engage equity and debt investors through • Attend | |
Enhancing franchise value | | | 20% | | | • Enhance the Company’s brand and presence in the • Maintain a first-class team with highly skilled and experienced • Expand the Company’s reputation in the market as a | |
| 2023 PROXY STATEMENT / 45 | |
| PERFORMANCE ASSESSMENT OF STRATEGIC FACTORS | | |||
| Balance Sheet Management (30% of AIP Strategic Component) | | | • Despite the challenging capital markets environment, proactively managed the balance sheet and originated over $465 million of new loans and realized over $800 million of loan repayments and obligations • Strategically raised an additional $87 million of preferred equity, further strengthening the balance sheet, diversifying funding sources and expanding our permanent capital base • Closed two new financing facilities totaling $250 million in borrowing capacity, which allowed us to fund non-performing loans on a non-mark-to-market basis and opened avenues to finance the business in a challenging market environment • Successfully refinanced two de-leveraged funding vehicles, releasing $180 million of capital, which allowed for the repayment of the remainder of the high-cost term loan and further strengthened our liquidity • Actively increased liquidity over the course of the year and redeemed the $144 million principal amount of convertible notes that matured in December 2022 without accessing the capital markets • Extended the maturities of several bank facilities and renegotiated certain terms, as these lenders continued to support our platform • Continued to comply with financial covenants and actively managed the balance sheet in the context of ongoing market uncertainty and volatility | |
| Risk Management (30% of AIP Strategic Component) | | | • Actively managed liquidity and funding sources, and carried the appropriate amount of cash to fund operations in the near-to-medium term • Maintained an active dialogue with financing counterparties to ensure that they have up-to-date information about loan performance • Actively managed the portfolio and collaboratively worked with borrowers to help them navigate any disruptions at their properties due to market dislocations • Successfully resolved two non-accrual loans • Realized $1.0 billion of loan repayments, principal paydowns, amortization and two loan sales • Constructively worked with borrowers on loan modifications in response to the effects of the Federal Reserve’s actions, rising interest rates and reduced liquidity in capital markets • Given the evolving market environment, increased selectivity in the origination process and picked the best investments that meet desired risk and return criteria • Actively maintained and enhanced internal controls and operations processes to ensure accurate financial reporting that meets all regulatory requirements • Maintained and enhanced a secure IT environment, including updated cybersecurity policies and procedures and regular cybersecurity risk assessments and testing | |
| | | | (continued) | |
| 46 / gpmtreit.com/investors | |
| PERFORMANCE ASSESSMENT OF STRATEGIC FACTORS, cont’d | | |||
| Stockholder/ Investor Focus (20% of AIP Strategic Component) | | | • Proactively engaged with investors by conducting non-deal roadshows, carrying out specific transaction marketing, engaging in targeted investor outreach, holding one-on-one meetings, and attending real estate lending industry and equity/fixed income investor conferences • Initiated dialogues with many of our “index-oriented” investors focused on corporate governance and ESG topics • Significantly expanded proxy disclosure, aimed at improving communication related to executive compensation and other governance topics • Further improved and expanded the financial disclosures in our quarterly SEC filings with the goal of providing a more informed view of the business • Rebuilt our corporate website with the goal of expanding the discussion of the business and highlighting ESG efforts and initiatives • Maintained an active dialogue with research analysts to help further expand their knowledge and understanding of our Company and business strategy • Further expanded our institutional equity investor base by successfully executing an $87 million additional preferred equity offering | |
| Enhancing Franchise Value (20% of AIP Strategic Component) | | | • Continued to broaden our lending • Participated in and presented on panels at multiple large industry conferences focused on the CRE market • Maintained an active dialogue with our capital providers in the equity and fixed income markets with the goal of developing new and preserving existing relationships and channels to access capital to support future growth of the business • Selectively expanded our highly capable team, both on the loan origination side and in the financial reporting and operations areas • Supported our team by implementing a flexible/hybrid work model, which allows employees to work up to two days a week remotely, and adopting additional health and safety measures within the office environments • Advanced several ESG initiatives through a cross-functional working group, including enhanced business ethics policies and training, an employee satisfaction survey, and implementing an employee volunteering and charitable giving platform with a corporate match • Further solidified the dedicated asset management function responsible for day-to-day credit surveillance of the portfolio, management of the sub-servicer relationships, and additional oversight of securitization | |
| 2023 PROXY STATEMENT / 47 | |
| |
| | | | | | | ||||||||||
| | | | Level of Performance | | | Absolute “Core” ROAE | | | Percentage Earned | | |||||
| | | | Below Threshold | | | | | | | | 0% of Target | | |||
| | | | Threshold | | | | 2.0% | | | | 25% of Target | | |||
| | | | Target | | | | 6.0% | | | | 100% of Target | | |||
| | | | Maximum | | | | | ≥ | | | | 200% of Target | | ||
| | | | Actual | | | | 1.8% | | | 0% of Target | |
| | | | | | | |||||||
| | | | Level of Performance | | | Relative “Core” ROAE | | | Percentage Earned | | ||
| | | | Below Threshold | | | | | 0% of Target | | |||
| | | | Threshold | | | 25th percentile | | | 25% of Target | | ||
| | | | Target | | | 50th percentile | | | 100% of Target | | ||
| | | | Maximum | | | ≥75th percentile | | | 200% of Target | | ||
| | | | Actual | | | | | |
| | | | | | | | | | | | | |
Total Financial Component Results | | | | | | ||||||||
| | | | Absolute Performance Percentage Earned (66.7% weighting) | | | Relative Performance Percentage Earned (33.3% weighting) | | | Total Percentage Earned | | ||
| | | | | | | | |
| | | | | | | | | | | | | | | | | |
Award Payouts | | | | | | | |||||||||||
| | | | Strategic Component Percentage Earned (50% weighting) | | | Financial Component Percentage Earned (50% weighting) | | | Total Award Percentage Earned | | | |||||
| | | | 100% of Target | | | | | |||||||||
| |
| 2023 PROXY STATEMENT / | |
Named Executive Officer | | | RSU Award Grant Date Value | | | PSU Award Grant Date Value | | | Total 2022 LTIP Award Grant Date Value | | |||||||||
John (“Jack”) A. Taylor | | | | $ | 1,125,000 | | | | | $ | 1,125,000 | | | | | $ | 2,250,000 | | |
Marcin Urbaszek | | | | $ | 485,000 | | | | | $ | 485,000 | | | | | $ | 970,000 | | |
Stephen Alpart | | | | $ | 600,000 | | | | | $ | 600,000 | | | | | $ | 1,200,000 | | |
Peter Morral | | | | $ | 600,000 | | | | | $ | 600,000 | | | | | $ | 1,200,000 | | |
Steven Plust | | | | $ | 600,000 | | | | | $ | 600,000 | | | | | $ | 1,200,000 | | |
Named Executive Officer | | | RSU Award Value per Employment Agreement | | | PSU Award Value(1) per Employment Agreement | | | Total 2021 LTIP Award Value per Employment Agreement | | |||||||||
John (“Jack”) A. Taylor | | | | $ | 1,125,000 | | | | | $ | 1,125,000 | | | | | $ | 2,250,000 | | |
Marcin Urbaszek | | | | $ | 335,000 | | | | | $ | 335,000 | | | | | $ | 670,000 | | |
Stephen Alpart | | | | $ | 600,000 | | | | | $ | 600,000 | | | | | $ | 1,200,000 | | |
Peter Morral | | | | $ | 600,000 | | | | | $ | 600,000 | | | | | $ | 1,200,000 | | |
Steven Plust | | | | $ | 600,000 | | | | | $ | 600,000 | | | | | $ | 1,200,000 | | |
| 50 / gpmtreit.com/investors | |
Executive Officer | | | Minimum Ownership Level | |
Chief Executive Officer | | | Market value of stock held ≥5x base salary | |
Other executive officers | | | Market value of stock held ≥3x base salary | |
| 2023 PROXY STATEMENT / 51 | |
| 52 / gpmtreit.com/investors | |
| | Risk-Mitigating Features of Executive Compensation Program | | | | | |
| | • Earnout of performance-based equity (PSU) and annual cash (AIP) awards is capped at 200% of target • Performance-based awards have a sliding scale earnout structure, not an all-or-nothing structure • A significant percentage of the with three-year vesting • PSUs have a three-year performance period • financial restatement • our Insider Trading Policy • Executive stock ownership levels and retention requirements are ownership guidelines | | |
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| |
Name and Principal Position | | Year | | Salary ($) | | Bonus(1) ($) | | Stock Awards(2) ($) | | Non-Equity Incentive Plan Compensation(3) ($) | | All Other Compensation(4) ($) | | | Total(5) ($) | | | Year | | Salary ($) | | Bonus(1) ($) | | Stock Awards(2) ($) | | Non-Equity Incentive Plan Compensation(3) ($) | | All Other Compensation(4) ($) | | | Total(5) ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
John (“Jack”) A. Taylor President and Chief Executive Officer | | | | | 2021 | | | | | 1,000,000 | | | | | — | | | | | 2,718,454 | | | | | 1,000,000 | | | | | 8,700 | | | | | | 4,727,154 | | | | | | | 2022 | | | | | 1,000,000 | | | | | — | | | | | 2,249,979 | | | | | 500,000 | | | | | 9,150 | | | | | | 3,759,129 | | | ||||||||||
| | | 2020 | ��� | | | | — | | | | | 1,000,000 | | | | | 2,199,995 | | | | | — | | | | | — | | | | | | 3,199,995 | | | | | | 2021 | | | | | 1,000,000 | | | | | — | | | | | 2,718,454 | | | | | 1,000,000 | | | | | 8,700 | | | | | | 4,727,154 | | | |||||||||||||
| | | 2019 | | | | | — | | | | | — | | | | | 1,199,981 | | | | | — | | | | | — | | | | | | 1,199,981 | | | | | | 2020 | | | | | — | | | | | 1,000,000 | | | | | 2,199,995 | | | | | — | | | | | — | | | | | | 3,199,995 | | | |||||||||||||
Marcin Urbaszek Vice President, Chief Financial Officer and Treasurer | | | | | 2021 | | | | | 560,000 | | | | | — | | | | | 809,487 | | | | | 420,000 | | | | | 8,700 | | | | | | 1,798,187 | | | | | | | 2022 | | | | | 560,000 | | | | | — | | | | | 969,980 | | | | | 210,000 | | | | | 9,150 | | | | | | 1,749,130 | | | ||||||||||
| | | 2020 | | | | | — | | | | | 420,000 | | | | | 809,990 | | | | | — | | | | | — | | | | | | 1,229,990 | | | | | | 2021 | | | | | 560,000 | | | | | — | | | | | 809,487 | | | | | 420,000 | | | | | 8,700 | | | | | | 1,798,187 | | | |||||||||||||
| | | 2019 | | | | | — | | | | | — | | | | | 249,987 | | | | | — | | | | | — | | | | | | 249,987 | | | | | | 2020 | | | | | — | | | | | 420,000 | | | | | 809,990 | | | | | — | | | | | — | | | | | | 1,229,990 | | | |||||||||||||
Stephen Alpart Vice President and Chief Investment Officer | | | | | 2021 | | | | | 600,000 | | | | | | | | | | 1,449,848 | | | | | 450,000 | | | | | 8,700 | | | | | | 2,508,548 | | | | | | | 2022 | | | | | 600,000 | | | | | — | | | | | 1,199,984 | | | | | 225,000 | | | | | 9,150 | | | | | | 2,034,134 | | | ||||||||||
| | | 2020 | | | | | — | | | | | 450,000 | | | | | 1,349,992 | | | | | — | | | | | — | | | | | | 1,779,992 | | | | | | 2021 | | | | | 600,000 | | | | | — | | | | | 1,449,848 | | | | | 450,000 | | | | | 8,700 | | | | | | 2,508,548 | | | |||||||||||||
| | | 2019 | | | | | — | | | | | — | | | | | 749,981 | | | | | — | | | | | — | | | | | | 749,344 | | | | | | 2020 | | | | | — | | | | | 450,000 | | | | | 1,349,992 | | | | | — | | | | | — | | | | | | 1,779,992 | | | |||||||||||||
Peter Morral (6) Vice President and Chief Development Officer | | | | | 2021 | | | | | 600,000 | | | | | | | | | | 1,449,848 | | | | | 450,000 | | | | | 8,700 | | | | | | 2,508,548 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | — | | | | | 450,000 | | | | | 1,449,988 | | | | | — | | | | | — | | | | | | 1,899,988 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Peter Morral Vice President and Chief Development Officer | | | | | 2022 | | | | | 600,000 | | | | | — | | | | | 1,199,984 | | | | | 225,000 | | | | | 9,150 | | | | | | 2,034,134 | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | 600,000 | | | | | — | | | | | 1,449,848 | | | | | 450,000 | | | | | 8,700 | | | | | | 2,508,548 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | — | | | | | 450,000 | | | | | 1,449,988 | | | | | — | | | | | — | | | | | | 1,899,988 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Steven Plust Vice President and Chief Operating Officer | | | | | 2021 | | | | | 600,000 | | | | | — | | | | | 1,449,848 | | | | | 450,000 | | | | | 8,700 | | | | | | 2,508,548 | | | | | | | 2022 | | | | | 600,000 | | | | | — | | | | | 1,199,984 | | | | | 225,000 | | | | | 9,150 | | | | | | 2,034,134 | | | ||||||||||
| | | 2020 | | | | | — | | | | | 450,000 | | | | | 1,349,992 | | | | | — | | | | | — | | | | | | 1,844,407 | | | | | | 2021 | | | | | 600,000 | | | | | — | | | | | 1,449,848 | | | | | 450,000 | | | | | 8,700 | | | | | | 2,508,548 | | | |||||||||||||
| | | 2019 | | | | | — | | | | | — | | | | | 749,981 | | | | | — | | | | | — | | | | | | 749,981 | | | | | | 2020 | | | | | — | | | | | 450,000 | | | | | 1,349,992 | | | | | — | | | | | — | | | | | | 1,844,407 | | |
| 2023 PROXY STATEMENT / 55 | |
| |
Name | | | Award Type | | | Grant Date(1) | | | Date of Compensation Committee Meeting at which Grant Was Approved(1) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units(6) (#) | | | Grant Date Fair Value of Stock Awards(7) ($) | | ||||||||||||||||||||||||||||||||||||||||||
| Threshold ($)(3) | | | Target ($) | | | Maximum ($) | | | Threshold (#)(5) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||||
John (“Jack”) A. Taylor | | | AIP | | | | | — | | | | | | — | | | | | | 125,000 | | | | | | 1,000,000 | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,153 | | | | | | 112,612 | | | | | | 225,224 | | | | | | — | | | | | | 1,593,460 | | | ||
| RSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 112,612 | | | | | | 1,124,994 | | | ||
Marcin Urbaszek | | | AIP | | | | | — | | | | | | — | | | | | | 52,500 | | | | | | 420,000 | | | | | | 840,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,383 | | | | | | 33,533 | | | | | | 67,066 | | | | | | — | | | | | | 474,492 | | | ||
| RSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,533 | | | | | | 334,995 | | | ||
Stephen Alpart | | | AIP | | | | | — | | | | | | — | | | | | | 56,250 | | | | | | 450,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,015 | | | | | | 60,060 | | | | | | 120,120 | | | | | | — | | | | | | 849,849 | | | ||
| RSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,060 | | | | | | 599,999 | | | ||
Peter Morral | | | AIP | | | | | — | | | | | | — | | | | | | 56,250 | | | | | | 450,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,015 | | | | | | 60,060 | | | | | | 120,120 | | | | | | — | | | | | | 849,849 | | | ||
| RSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,060 | | | | | | 599,999 | | | ||
Steven Plust | | | AIP | | | | | — | | | | | | — | | | | | | 56,250 | | | | | | 450,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,015 | | | | | | 60,060 | | | | | | 120,120 | | | | | | — | | | | | | 849,849 | | | ||
| RSU | | | | | 1/29/2021 | | | | | | 12/10/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,060 | | | | | | 599,999 | | |
Name | | | Award Type | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(5) (#) | | | Grant Date Fair Value of Stock Awards(6) ($) | | |||||||||||||||||||||||||||||||||||||||
| Threshold ($)(2) | | | Target ($) | | | Maximum ($) | | | Threshold (#)(4) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||
John (“Jack”) A. Taylor | | | AIP | | | | | — | | | | | | 125,000 | | | | | | 1,000,000 | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,754 | | | | | | 95,016 | | | | | | 190,032 | | | | | | — | | | | | | 1,124,989 | | | ||
| RSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 95,016 | | | | | | 1,124,989 | | | ||
Marcin Urbaszek | | | AIP | | | | | — | | | | | | 52,500 | | | | | | 420,000 | | | | | | 840,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,241 | | | | | | 40,962 | | | | | | 81,924 | | | | | | — | | | | | | 484,990 | | | ||
| RSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,962 | | | | | | 484,990 | | | ||
Stephen Alpart | | | AIP | | | | | — | | | | | | 56,250 | | | | | | 450,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,669 | | | | | | 50,675 | | | | | | 101,350 | | | | | | — | | | | | | 599,992 | | | ||
| RSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,675 | | | | | | 599,992 | | | ||
Peter Morral | | | AIP | | | | | — | | | | | | 56,250 | | | | | | 450,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,669 | | | | | | 50,675 | | | | | | 101,350 | | | | | | — | | | | | | 599,992 | | | ||
| RSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,675 | | | | | | 599,992 | | | ||
Steven Plust | | | AIP | | | | | — | | | | | | 56,250 | | | | | | 450,000 | | | | | | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| PSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,669 | | | | | | 50,675 | | | | | | 101,350 | | | | | | — | | | | | | 599,992 | | | ||
| RSU | | | | | 2/16/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,675 | | | | | | 599,992 | | |
| 2023 PROXY STATEMENT / 57 | |
| |
| | | | | | Stock Awards | | |||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | | Awards: Number of That Have Not Vested (#) | | | Equity Incentive Plan | Awards: Market Value or Payout Value of Unearned Units That Have Not Vested(1) ($) | | |||||||||||||||||
John (“Jack”) A. Taylor | | | 2/16/2022 | | | | | — | | | | | | — | | | | | | 95,016(2) | | | | | | 509,286 | | | ||||||
| 2/16/2022 | | | | | 95,016(3) | | | | | | 509,286 | | | | | | — | | | | | | — | | | ||||||||
| 1/29/2021 | | | | | — | | | | | | — | | | | | | 112,612 | | | | | | | | |||||||||
| 1/29/2021 | | | | | | | | | | | | | | | — | | | | | | — | | | ||||||||||
| 12/31/2020 | | | | | 100,100 | | | | | | | | | | | — | | | | | | — | | | |||||||||
| 1/29/2020 | | | | | | | | | | ||||||||||||||||||||||||
| | | | | — | | | | | | — | | | |||||||||||||||||||||
Marcin Urbaszek | | | 2/16/2022 | | | | | — | | | | | | — | | | | | | 40,962(2) | | | | | | 219,556 | | | ||||||
| 2/16/2022 | | | | | 40,962(3) | | | | | | 219,556 | | | | | | — | | | | | | — | | | ||||||||
| 1/29/2021 | | | | | — | | | | | | — | | | | | | 33,533 | | | | | | | | |||||||||
| 1/29/2021 | | | | | | | | | | | | | | | — | | | | | | — | | | ||||||||||
| 12/31/2020 | | | | | 56,056 | | | | | | | | | | | — | | | | | | — | | | |||||||||
| 1/29/2020 | | | | | | | | | | ||||||||||||||||||||||||
| | | | | — | | | | | | — | | | |||||||||||||||||||||
Stephen Alpart | | | 2/16/2022 | | | | | — | | | | | | — | | | | | | 50,675(2) | | | | | | 271,618 | | | ||||||
| 2/16/2022 | | | | | 50,675(3) | | | | | | 271,618 | | | | | | — | | | | | | — | | | ||||||||
| 1/29/2021 | | | | | — | | | | | | — | | | | | | 60,060 | | | | | | | | |||||||||
| 1/29/2021 | | | | | | | | | | | | | | | — | | | | | | — | | | ||||||||||
| 12/31/2020 | | | | | 60,060 | | | | | | | | | | | — | | | | | | — | | | |||||||||
| 1/29/2020 | | | | | | | | | | ||||||||||||||||||||||||
| | | | | — | | | | | | — | | | |||||||||||||||||||||
Peter Morral | | | 2/16/2022 | | | | | — | | | | | | — | | | | | | 50,675(2) | | | | | | 271,618 | | | ||||||
| 2/16/2022 | | | | | 50,675(3) | | | | | | 271,618 | | | | | | — | | | | | | — | | | ||||||||
| 1/29/2021 | | | | | — | | | | | | — | | | | | | 60,060 | | | | | | | | |||||||||
| 1/29/2021 | | | | | | | | | | | | | | | — | | | | | | — | | | ||||||||||
| 12/31/2020 | | | | | 60,060 | | | | | | | | | | | — | | | | | | — | | | |||||||||
| 1/29/2020 | | | | | | | | | | ||||||||||||||||||||||||
| | | | | — | | | | | | — | | | |||||||||||||||||||||
Steven Plust | | | 2/16/2022 | | | | | — | | | | | | — | | | | | | 50,675(2) | | | | | | 271,618 | | | ||||||
| 2/16/2022 | | | | | 50,675(3) | | | | | | 271,618 | | | | | | — | | | | | | — | | | ||||||||
| 1/29/2021 | | | | | — | | | | | | — | | | | | | 60,060 | | | | | | | | |||||||||
| 1/29/2021 | | | | | | | | | | | | | | | — | | | | | | — | | | ||||||||||
| 12/31/2020 | | | | | 60,060 | | | | | | | | | | | — | | | | | | — | | | |||||||||
| 1/29/2020 | | | | | | | | | | ||||||||||||||||||||||||
| | | | | — | | | | | | — | | |
| 2023 PROXY STATEMENT / 59 | |
| |
| | Stock Awards | | | Stock Awards | | ||||||||||||||||||||
Name | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting(1) ($) | | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting(1) ($) | | ||||||||||||||||
John (“Jack”) A. Taylor | | | | 61,605 | | | | | 580,787 | | | | | | 79,909 | | | | | 945,480 | | | ||||
Marcin Urbaszek | | | | 12,673 | | | | | 119,493 | | | | | | 20,005 | | | | | 236,289 | | | ||||
Stephen Alpart | | | | 38,022 | | | | | 358,508 | | | | | | 46,502 | | | | | 550,629 | | | ||||
Peter Morral | | | | 32,763 | | | | | 309,080 | | | | | | 47,012 | | | | | 556,719 | | | ||||
Steven Plust | | | | 38,022 | | | | | 358,508 | | | | | | 46,502 | | | | | 550,629 | | |
| |
| 62 / gpmtreit.com/investors | |
| |
Name and Form of Benefit | | Termination without Cause or Resignation for Good Reason (not related to a Change of Control) ($) | | Termination without Cause or Resignation for Good Reason (related to a Change of Control) ($) | | Death ($) | | Disability ($) | | Retirement(1) ($) | | | Termination without Cause or Resignation for Good Reason (not related to a Change of Control) ($) | | Termination without Cause or Resignation for Good Reason (related to a Change of Control) ($) | | Death ($) | | Disability ($) | | Retirement(1) ($) | | ||||||||||||||||||||||||||||||||||||||||
John (“Jack”) A. Taylor | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Severance | | | | 4,000,000 | | | | | 5,000,000 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | | 4,000,000 | | | | | 5,000,000 | | | | | — | | | | | — | | | | | — | | | ||||||||||
Cash Bonus(2) | | | | 1,000,000 | | | | | 1,000,000 | | | | | 1,000,000 | | | | | 1,000,000 | | | | | 1,000,000 | | | | | | 500,000 | | | | | 1,000,000 | | | | | 1,000,000 | | | | | 1,000,000 | | | | | 1,000,000 | | | ||||||||||
Equity | | | | 4,559,324 | | | | | 4,559,324 | | | | | 4,559,324 | | | | | 4,559,324 | | | | | 4,559,324 | | | | | | 2,130,746(3) | | | | | 2,677,191(4) | | | | | 2,130,746(3) | | | | | 2,130,746(3) | | | | | 2,130,746(3) | | | ||||||||||
Other Benefits | | | | 60,851 | | | | | 60,851 | | | | | 0 | | | | | 60,851 | | | | | 0 | | | | | | 64,418(5) | | | | | 64,418(5) | | | | | — | | | | | 64,418(5) | | | | | — | | | ||||||||||
Totals | | | | 9,620,175 | | | | | 10,620,175 | | | | | 5,559,324 | | | | | 5,620,175 | | | | | 5,559,324 | | | | | | 6,695,164 | | | | | 8,741,609 | | | | | 3,130,746 | | | | | 3,195,164 | | | | | 3,130,746 | | | ||||||||||
Marcin Urbaszek | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Severance | | | | 980,000 | | | | | 1,470,000 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | | 980,000 | | | | | 1,470,000 | | | | | — | | | | | — | | | | | — | | | ||||||||||
Cash Bonus(2) | | | | 420,000 | | | | | 420,000 | | | | | 420,000 | | | | | 420,000 | | | | | 420,000 | | | | | | 210,000 | | | | | 420,000 | | | | | 420,000 | | | | | 420,000 | | | | | 420,000 | | | ||||||||||
Equity | | | | 1,597,970 | | | | | 1,597,970 | | | | | 1,597,970 | | | | | 1,597,970 | | | | | 1,597,970 | | | | | | 855,109(3) | | | | | 1,063,322(4) | | | | | 855,109(3) | | | | | 855,109(3) | | | | | 855,109(3) | | | ||||||||||
Other Benefits | | | | 60,851 | | | | | 60,851 | | | | | 0 | | | | | 60,851 | | | | | 0 | | | | | | 64,418(5) | | | | | 64,418(5) | | | | | — | | | | | 64,418(5) | | | | | — | | | ||||||||||
Totals | | | | 3,058,821 | | | | | 3,548,821 | | | | | 2,017,970 | | | | | 2,078,821 | | | | | 2,017,970 | | | | | | 2,109,527 | | | | | 3,017,740 | | | | | 1,275,109 | | | | | 1,339,527 | | | | | 1,275,109 | | | ||||||||||
Stephen Alpart | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Severance | | | | 1,575,000 | | | | | 2,100,000 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | | 1,575,000 | | | | | 2,100,000 | | | | | — | | | | | — | | | | | — | | | ||||||||||
Cash Bonus(2) | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | | 225,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | ||||||||||
Equity | | | | 2,578,519 | | | | | 2,578,519 | | | | | 2,578,519 | | | | | 2,578,519 | | | | | 2,578,519 | | | | | | 1,182,809(3) | | | | | 1,474,247(4) | | | | | 1,182,809(3) | | | | | 1,182,809(3) | | | | | 1,182,809(3) | | | ||||||||||
Other Benefits | | | | 60,851 | | | | | 60,851 | | | | | 0 | | | | | 60,851 | | | | | 0 | | | | | | 64,418(5) | | | | | 64,418(5) | | | | | — | | | | | 64,418(5) | | | | | — | | | ||||||||||
Totals | | | | 4,664,370 | | | | | 5,189,370 | | | | | 3,028,519 | | | | | 3,089,370 | | | | | 3,028,519 | | | | | | 3,047,227 | | | | | 4,088,665 | | | | | 1,632,809 | | | | | 1,697,227 | | | | | 1,632,809 | | | ||||||||||
Peter Morral | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Severance | | | | 1,050,000 | | | | | 1,575,000 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | | 1,050,000 | | | | | 1,575,000 | | | | | — | | | | | — | | | | | — | | | ||||||||||
Cash Bonus(2) | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | | 225,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | ||||||||||
Equity | | | | 2,605,616 | | | | | 2,605,616 | | | | | 2,605,616 | | | | | 2,605,616 | | | | | 2,605,616 | | | | | | 1,192,479(3) | | | | | 1,483,916(4) | | | | | 1,192,479(3) | | | | | 1,192,479(3) | | | | | 1,192,479(3) | | | ||||||||||
Other Benefits | | | | 74,835 | | | | | 74,835 | | | | | 0 | | | | | 74,835 | | | | | 0 | | | | | | 78,665(5) | | | | | 78,665(5) | | | | | — | | | | | 78,665(5) | | | | | — | | | ||||||||||
Totals | | | | 4,180,451 | | | | | 4,705,451 | | | | | 3,055,616 | | | | | 3,130,451 | | | | | 3,055,616 | | | | | | 2,546,144 | | | | | 3,587,581 | | | | | 1,642,479 | | | | | 1,721,144 | | | | | 1,642,479 | | | ||||||||||
Steven Plust | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Severance | | | | 1,575,000 | | | | | 2,100,000 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | | 1,575,000 | | | | | 2,100,000 | | | | | — | | | | | — | | | | | — | | | ||||||||||
Cash Bonus(2) | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | | 225,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | | | 450,000 | | | ||||||||||
Equity | | | | 2,578,519 | | | | | 2,578,519 | | | | | 2,578,519 | | | | | 2,578,519 | | | | | 2,578,519 | | | | | | 1,182,809(3) | | | | | 1,474,247(4) | | | | | 1,182,809(3) | | | | | 1,182,809(3) | | | | | 1,182,809(3) | | | ||||||||||
Other Benefits | | | | 60,851 | | | | | 60,851 | | | | | 0 | | | | | 60,851 | | | | | 0 | | | | | | 64,418(5) | | | | | 64,418(5) | | | | | — | | | | | 64,418(5) | | | | | — | | | ||||||||||
Totals | | | | 4,664,370 | | | | | 5,189,370 | | | | | 3,028,519 | | | | | 3,089,370 | | | | | 3,028,519 | | | | | | 3,047,227 | | | | | 4,088,665 | | | | | 1,632,809 | | | | | 1,697,227 | | | | | 1,632,809 | | | ||||||||||
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| 2023 PROXY STATEMENT / 65 | |
| | | Summary Compensation Table Total for PEO(1) ($) | | | Compensation Actually Paid to PEO(2) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (Loss) (in thousands)(7) ($) | | | “Core” ROAE(8) | | |||||||||||||||||||||||||||
Year | | | Total Shareholder Return(5) ($) | | | Peer Group Total Shareholder Return(6) ($) | | ||||||||||||||||||||||||||||||||||||||||||
2022 | | | | | 3,759,129 | | | | | | 216,887 | | | | | | 1,962,883 | | | | | | 168,582 | | | | | | 38 | | | | | | 69 | | | | | | (40,825) | | | | | | 1.8% | | |
2021 | | | | | 4,727,154 | | | | | | 5,202,864 | | | | | | 2,330,958 | | | | | | 2,600,747 | | | | | | 74 | | | | | | 91 | | | | | | 68,353 | | | | | | 5.9% | | |
2020 | | | | | 3,199,995 | | | | | | 1,921,617 | | | | | | 1,682,491 | | | | | | 1,116,462 | | | | | | 58 | | | | | | 78 | | | | | | (40,439) | | | | | | 6.7% | | |
|
Year | | | Summary Compensation Table Total for PEO ($) | | | Grant Date Fair Value of Value of Equity Awards Granted During the Year(a) ($) | | | Year-End Fair Value of Outstanding Equity Awards Granted During the Year(a) ($) | | | Change in Fair Value as of Year-End of Any Prior Year Equity Awards that Remain Unvested as of Year-End(a) ($) | | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Year(a) ($) | | | Value of Dividends and Dividend Equivalent Rights Paid on Unvested Equity Awards During the Year(b) ($) | | | Compensation Actually Paid to PEO ($) | | |||||||||||||||||||||
2022 | | | | | 3,759,129 | | | | | | (2,249,979) | | | | | | 827,589 | | | | | | (2,417,670) | | | | | | 9,746 | | | | | | 288,071 | | | | | | 216,887 | | |
2021 | | | | | 4,727,154 | | | | | | (2,718,454) | | | | | | 2,637,373 | | | | | | 282,302 | | | | | | (34,647) | | | | | | 309,136 | | | | | | 5,202,864 | | |
2020 | | | | | 3,199,995 | | | | | | (2,199,995) | | | | | | 1,649,049 | | | | | | (508,971) | | | | | | (296,731) | | | | | | 78,269 | | | | | | 1,921,617 | | |
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Year | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Grant Date Fair Value of Value of Equity Awards Granted During the Year(a) ($) | | | Average Year- End Fair Value of Outstanding Equity Awards Granted During the Year(a) ($) | | | Average Change in Fair Value as of Year-End of Any Prior Year Equity Awards that Remain Unvested as of Year-End(a) ($) | | | Average Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Year(a) ($) | | | Average Value of Dividends and Dividend Equivalent Rights Paid on Unvested Equity Awards During the Year(b) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | |||||||||||||||||||||
2022 | | | | | 1,962,883 | | | | | | (1,142,483) | | | | | | 420,229 | | | | | | (1,229,748) | | | | | | 5,105 | | | | | | 152,595 | | | | | | 168,582 | | |
2021 | | | | | 2,330,958 | | | | | | (1,289,758) | | | | | | 1,251,290 | | | | | | 159,936 | | | | | | (16,999) | | | | | | 165,321 | | | | | | 2,600,747 | | |
2020 | | | | | 1,682,491 | | | | | | (1,239,991) | | | | | | 941,565 | | | | | | (244,193) | | | | | | (58,501) | | | | | | 35,091 | | | | | | 1,116,462 | | |
| 2023 PROXY STATEMENT / 67 | |
| 68 / gpmtreit.com/investors | |
| |
| | | PROPOSAL 2: APPROVAL OF ADVISORY VOTE ON EXECUTIVE COMPENSATION The Board of Directors recommends that you vote FOR this “Say on Pay” advisory proposal. Our executive compensation program is designed to reward performance and align with stockholders’ interests. | | | “FOR” | |
| |
| | | 2019 | | | 2020 | | | 2021 | | |||||||||
Burn Rate(1) | | | | | 0.5% | | | | | | 1.4% | | | | | | 1.7% | | |
Restricted Stock Awards Granted | | | | | 277,107 | | | | | | 367,489 | | | | | | 0 | | |
Restricted Stock Unit Awards Granted | | | | | 0 | | | | | | 403,903 | | | | | | 564,415 | | |
Performance Stock Unit Awards Granted(2) | | | | | 0 | | | | | | 0 | | | | | | 347,896 | | |
Weighted Average Common Stock Outstanding | | | | | 53,087,395 | | | | | | 55,156,482 | | | | | | 54,593,499 | | |
Name and Position | | | Value(1) ($) | | | Units(2) (#) | | ||||||
John (“Jack”) A. Taylor President and Chief Executive Officer | | | | | — | | | | | | — | | |
Marcin Urbaszek Vice President, Chief Financial Officer and Treasurer | | | | | — | | | | | | — | | |
Stephen Alpart Vice President and Chief Investment Officer | | | | | — | | | | | | — | | |
Peter Morral Vice President and Chief Development Officer | | | | | — | | | | | | — | | |
Steven Plust Vice President and Chief Operating Officer | | | | | — | | | | | | — | | |
All current executive officers as a group | | | | | — | | | | | | — | | |
All current directors who are not executive officers as a group | | | | | 662,500 | | | | | | 59,738 | | |
All employees, including all current officers who are not executive officers, as a group | | | | | — | | | | | | — | | |
Plan Category | | | Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) (a) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in the First Column of this Table)(2) (c)(2) | | |||||||||
Equity Compensation Plans Approved by Stockholders | | | | | 1,281,179 | | | | | | — | | | | | | 914,782 | | |
Equity Compensation Plans Not Approved by Stockholders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 1,281,179 | | | | | | — | | | | | | 914,782 | | |
| | Year Ended December 31, | | | Year Ended December 31, | | ||||||||||||||||||||
| | 2021 | | 2020 | | | 2022 | | 2021 | | ||||||||||||||||
Audit fees(1) | | | $ | 1,063,000 | | | | $ | 1,352,000 | | | | | $ | 1,063,000 | | | | $ | 1,063,000 | | | ||||
Audit-related fees | | | $ | — | | | | $ | — | | | | | $ | — | | | | $ | — | | | ||||
Tax fees(2) | | | $ | 226,281 | | | | $ | 165,208 | | | | | $ | 235,954 | | | | $ | 226,281 | | | ||||
All other fees | | | $ | | | | $ | — | | | | | $ | — | | | | $ | — | | | |||||
Total | | | $ | 1,289,281 | | | | $ | 1,517,208 | | | | | $ | 1,298,954 | | | | $ | 1,289,281 | | | |
| 2023 PROXY STATEMENT / | |
| | | PROPOSAL ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR The Board of Directors recommends that you vote in favor of the appointment of Ernst & Young LLP as our independent auditor for the year ending December 31, | | | ”FOR” | |
| |
| 2023 PROXY STATEMENT / | |
| |
| 2023 PROXY STATEMENT / | |
| |
| 2023 PROXY STATEMENT / | |
Proposal | | | Board Recommendation | | | Available Voting Options | | | Voting Approval Standard | | | Effect of an Abstention | | | Effect of a Broker Non-Vote | |
1 Election of directors | | | FOR each of the | | | FOR, AGAINST or ABSTAIN, with respect to each nominee | | | A nominee who receives a majority of all votes cast FOR such nominee is elected as a director | | | No Effect | | | No Effect | |
2 Approval of advisory vote on executive compensation | | | FOR | | | FOR, AGAINST or ABSTAIN | | | Majority of all votes cast FOR the proposal | | | No Effect | | | No Effect | |
3 | ||||||||||||||||
Ratification of appointment of independent auditor | | | FOR | | | FOR, AGAINST or ABSTAIN | | | Majority of all votes cast FOR the proposal | | | No Effect | | | Not Applicable | |
How Do You Hold Your Shares? | | | How Your Shares Will Be Voted if You Specify How to Vote: | | | How Your Shares Will Be Voted if You Do Not Specify How to Vote: | |
Stockholder of Record (your shares are registered in your name) | | | The named proxy holders will vote your shares as you direct on the proxy card. | | | The named proxy holders will vote as recommended by our Board. In the case of Proposal 1, that means your shares will be voted FOR each director nominee. In the case of Proposals | |
Beneficial Owner (your shares are held in “street name”) | | | Your broker, bank, trustee or other nominee will vote your shares as you direct them to. | | | Your broker, bank, trustee or other nominee may use its discretion to vote only on items deemed by the NYSE to be “routine,” such as Proposal | |
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| 2023 PROXY STATEMENT / | |
| |
| 2023 PROXY STATEMENT / A-1 | |
($ in millions, except per share data) | | 2021 | | | 2022 | | ||||||||
GAAP Net Income | | | $ | 67.6 | | | ||||||||
GAAP Net (Loss) | | | $ | (55.3) | | | ||||||||
Adjustments: | | | | | | | | | | | | | ||
(Benefit from) Provision for Credit Losses | | | $ | (20.0) | | | ||||||||
Provision for Credit Losses | | | $ | 69.3 | | | ||||||||
Write-offs | | | $ | (25.6) | | | ||||||||
Recovery of amounts previously written off | | | $ | 0.5 | | | ||||||||
Loss on Extinguishment of Debt | | | $ | 8.9 | | | | | $ | 18.8 | | | ||
Non-Cash Equity Compensation | | | $ | 7.6 | | | | | $ | 7.0 | | | ||
Distributable Earnings Before Write-off | | | $ | 64.0 | | | ||||||||
Write-off of Loan Held-for-Investment | | | $ | (9.7) | | | ||||||||
Distributable Earnings | | | $ | 54.3 | | | | | $ | 14.7 | | | ||
Basic Wtd. Avg. Common Shares | | | | 54,593,499 | | | | | | 53,011,806 | | | ||
Distributable Earnings Per Basic Share Before Loan Write-off | | | $ | 1.17 | | | ||||||||
Distributable Earnings Per Basic Share | | | $ | 0.99 | | | | | $ | 0.28 | | |
| A-2 / | |
| | THIS IS NOT A PROXY CARD | | |