Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Independent Directors
On November 11, 2024, the board of directors of Goldman Sachs Real Estate Finance Trust Inc (the “Company”), increased the size of the board of directors to seven members and appointed each of Gwendolyn Hatten Butler, Trisha Miller, Glenn Rufrano and Simon M. Turner to the board of directors to fill the vacancies created by such increase, in each case, effective immediately. The board of directors has determined that each of Mses. Hatten Butler and Miller and Messrs. Rufrano and Turner is independent in accordance with the Company’s Corporate Governance Guidelines and under the listing standards of the New York Stock Exchange. The selection of Mses. Hatten Butler and Miller and Messrs. Rufrano and Turner to serve as a director was not pursuant to any arrangement or understanding with any other person. There are no transactions between the Company and any of the directors that would be required to be reported under Item 404(a) of Regulation S-K. Biographical information for each of the directors appointed is included under “Item 5. Directors and Executive Officers” in the Company’s Registration Statement on Form 10 as filed with the Securities and Exchange Commissions (the “SEC”) on September 6, 2024 (the “Form 10”).
Upon the appointment of Mses. Hatten Butler and Miller and Messrs. Rufrano and Turner as independent directors of the Company, the board of directors established an affiliate transaction committee and an audit committee, each composed of Mses. Hatten Butler and Miller and Messrs. Rufrano and Turner. Mr. Turner will serve as the chairperson of the audit committee and Mr. Rufrano will serve as the chairperson of the affiliate transaction committee. Additional information regarding the committees is included in the Form 10 under “Item 5. Directors and Executive Officers.”
In connection with the appointment of such directors, the Company entered into an indemnification agreement with each of Mses. Hatten Butler and Miller and Messrs. Rufrano and Turner, effective as of November 11, 2024. The terms of the indemnification agreement are substantially identical to the terms of the indemnification agreements the Company has entered into with each of its other directors and executive officers. Pursuant to the terms of these indemnification agreements, the Company will indemnify and advance expenses and costs incurred by the directors in connection with any claims, suits or proceedings brought against such directors as a result of their service. However, the Company’s indemnification obligation is subject to the limitations set forth in the indemnification agreements and in the Company’s charter. This description of the indemnification agreement is a summary and is qualified in its entirety by the full terms of the Company’s form of indemnification agreement, which was included as Exhibit 10.3 to the Form 10.
In connection with their appointment to the board of directors, each of Mses. Hatten Butler and Miller and Messrs. Rufrano and Turner has submitted an irrevocable letter of resignation which provides that he or she will resign from the board of directors in the event that he or she (i) does not receive the requisite approval, as described in the Form 10, from the Company’s initial subscribers to continue to serve on the Company’s board of directors following the initial closing in the Company’s private offering (the “Initial Closing”) and (ii) is not reelected to serve as a director at the first annual meeting of the Company’s stockholders following the Initial Closing. In addition, the Company’s affiliated directors, Messrs. Garman, Fine and Spencer, submitted amended letters of resignation to provide that their resignation would occur upon the same events.
For their service as an independent director, each of Mses. Hatten Butler and Miller and Messrs. Rufrano and Turner will be compensated in accordance with the Independent Director Compensation Plan (as defined below).
Independent Director Compensation
On November 11, 2024, the board of directors of the Company adopted an independent director compensation plan (the “Independent Director Compensation Plan”) and approved a Form Notice of Grant and Restricted Stock Award Agreement. Pursuant to the terms of the Independent Director Compensation Plan, each of the Company’s independent directors, as defined in the Company’s Corporate Governance Guidelines, will be compensated for their service with an annual retainer of $100,000, plus an additional retainer of $12,500 to the lead independent director, who is the chairperson of the affiliate
