Not independent
Tenure on this board
4.6 yrs
9 nominees · 4 ballot items.
Election of nine directors; ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2026 fiscal year; advisory (non-binding) approval of the compensation of the Company’s named executive officers (say-on-pay); and approval of an amendment to the Claros Mortgage Trust, Inc. 2016 Incentive Award Plan (increase share reserve, increase ISO cap, extend ISO grant period, and add director compensation limit).
Elect nine individuals as directors to serve until the 2027 annual meeting and until their successors are duly elected and qualify.
Ratify the appointment of PricewaterhouseCoopers LLP as Claros Mortgage Trust, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) resolution to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast an advisory, non-binding vote to approve the compensation disclosed for the Company’s named executive officers (NEOs) in the proxy statement — commonly known as a "say-on-pay" vote. Management frames this as a disclosure-based request, referencing the Compensation Discussion and Analysis, compensation tables and narrative disclosure prepared under SEC rules. The Company is externally managed and does not directly pay cash compensation to its CEO and certain other executives; rather, compensation practices reflect reimbursements to the Manager and equity awards under the 2016 Incentive Plan, which is relevant context for assessing the proposal’s substance. The Board and Compensation Committee state that they value stockholder feedback and will consider the advisory vote results when setting future compensation, but the vote is non-binding and will not automatically change agreements or awards. Historically, the Company received approximately 74% support on its 2025 say-on-pay, a datum management cites in evaluating its program, which may influence both investor expectations and committee deliberations. Investors evaluating the proposal should consider the Company’s external management structure, the extent to which executives’ pay is performance-linked through equity awards and incentive fee mechanics in the Management Agreement, and disclosure around equity grant practices and clawback policies. The ask is straightforward: a majority of votes cast is required for approval; because it is advisory, the primary effect is reputational and advisory to the Board rather than contractual. In assessing governance risk, analysts should weigh prior shareholder support levels, the linkage between pay and performance metrics (such as distributable earnings and TSR), and whether the Compensation Committee’s processes (use of an independent consultant, peer benchmarking, and disclosure of burn rate and director limits) adequately mitigate potential misalignment. The Board’s public commitment to consider the outcome reduces but does not eliminate governance risk; a weak vote could catalyze further engagement or changes to compensation design, while a strong vote would reinforce current practices.
Approve an amendment to the 2016 Incentive Award Plan to (i) increase the share reserve by 6,500,000 shares, (ii) increase the number of shares available for Incentive Stock Options from 1,000,000 to 7,500,000, (iii) extend the period ISOs may be granted through April 20, 2036, and (iv) impose a $750,000 annual non-employee director compensation cap (effective 2026).
This management proposal requests shareholder approval to amend the Company’s 2016 Incentive Award Plan by increasing the total share reserve, substantially increasing the ISO cap, extending the ISO grant eligibility period, and imposing an annual non-employee director compensation cap. Management argues the increase in the share reserve is necessary to sustain historical grant levels (noting average annual grants and a three-year burn rate), to continue to use equity to attract, retain and motivate employees and Manager-affiliated personnel, and to align management’s interests with shareholders. The substantial increase in the ISO cap (from 1,000,000 to 7,500,000) and the extension of the ISO grant window through 2036 reflect a desire for flexibility in granting tax-favored options subject to tax-code limits; this expansion could materially affect dilution in the longer term. The Board presents governance guardrails — e.g., no repricing without shareholder approval, clawback policy application, annual individual award limits and the newly added $750,000 per-director annual limit — to mitigate dilution and governance concerns. The filing provides empirical context (recent annual RSU grants, burn rates, and fully-diluted overhang metrics) to justify the requested quantum of shares and to show how the Company manages share usage. From an investor perspective, key considerations include the projected dilutive impact (the filing quantifies potential overhang increases), the Company’s historical grant practices (large annual RSU grants in 2023–2025), and whether the plan features and committee governance sufficiently constrain excessive awards. Approval would enable continued equity-based compensation including potential ISOs that are attractive to employees; rejection could constrain the Company’s ability to grant equity at historic levels and complicate retention and incentive programs. Analysts should weigh the trade-off between dilution and retention/incentive benefits, review the disclosed burn-rate and overhang analytics, and monitor award practices and subsequent disclosure for evidence the increased reserve is used prudently and aligned with stockholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hyundai Investments Co., Ltd. | 14.60% | 20,467,603 | $49M |
| 2 | Koch, Inc. | 10.79% | 15,126,917 | $36M |
| 3 | Neuberger Berman Group LLC | 6.25% | 8,760,392 | $21M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.83% | 5,371,136 | $13M |
| 5 | BlackRock, Inc. | 3.11% | 4,359,913 | $10M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.20% | 3,082,071 | $7M |
| 7 | BlackRock, Inc. | 2.09% | 2,935,138 | $7M |
| 8 | WAFRA INC. | 1.78% | 2,500,000 | $6M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.65% | 2,319,278 | $6M |
| 10 | STATE STREET CORP | 1.53% | 2,143,679 | $5M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.