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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

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Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Granite Point Mortgage Trust Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Dear Fellow Stockholders,

On behalf of the Board of Directors of Granite Point Mortgage Trust Inc., it is my pleasure to invite you to our 2023 Annual Meeting of Stockholders, which will be conducted virtually via live webcast, on Thursday, June 1, 2023, at 10:00 a.m. Eastern Time. We believe that hosting a virtual annual meeting will make our annual meeting more accessible for all our stockholders.

The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the business to be conducted at the Annual Meeting and details regarding access to the webcast. It is important that your shares of common stock be represented at our Annual Meeting, regardless of the number of shares you hold and whether or not you plan to attend the virtual meeting. Accordingly, we encourage you to authorize your vote as soon as possible by following the instructions contained in the Notice of Internet Availability of Proxy Materials that you receive for our Annual Meeting, or, if you have elected to receive a paper or email copy of the proxy materials, by completing, signing and returning the proxy card that is provided.

We hope you are able to attend our virtual 2023 Annual Meeting. We appreciate your continued support and the confidence demonstrated by your investment in Granite Point.

Sincerely,

John A. Taylor
President, Chief Executive Officer and Director

April 17, 2023

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NOTICE OF ANNUAL MEETING

		MEETING LOGISTICS
		When:			Thursday, June 1, 2023 10:00 a.m. Eastern Time
		Where:			You can attend the meeting by logging into virtualshareholdermeeting.com/GPMT2023 and following the instructions provided on your Notice of Availability.
		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 3, 2023.
		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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 1, 2023:

Our 2023 Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are available at www.proxyvote.com

VOTING ITEMS

Proposals		Board’s Voting Recommendation
	To elect as directors the six nominees named in the accompanying proxy statement	FOR
	To approve on an advisory basis the compensation of our named executive officers	FOR
	To ratify the appointment of Ernst & Young LLP as our independent auditor for our fiscal year ending December 31, 2023	FOR

We will also transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

On or about April 17, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials, which contains information regarding how to access our proxy materials and vote, to stockholders unless they have directed us to provide the materials in a different manner. Certain stockholders will continue to receive a printed set of proxy materials, including our Proxy Statement, Annual Report on Form 10-K and proxy card or voting instructions. Our Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/GPMT2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS,

Michael J. Karber
Vice President, General Counsel and Secretary

April 17, 2023

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	PROXY SUMMARY					2
	About Our Company					2
	Meeting Information					4
	Voting Roadmap					4
	PROPOSAL 1: ELECTION OF DIRECTORS					11
	CORPORATE GOVERNANCE AND BOARD MATTERS					20
	Governance Documents					20
	Director Independence					20
	Board Leadership Structure					21
	Committee Member Qualifications					21
	Committee Responsibilities					21
	Board and Committee Meetings					23
	Board, Committee and Director Assessment					24
	Role of Our Board in Risk Oversight					25
	Director Nomination Process and Considerations					26
	Majority Vote Standard for Director Elections					26
	Communications with Our Board					27
	Director Orientation and Continued Education					28
	Director Compensation					28
	CERTAIN RELATIONSHIPS AND TRANSACTIONS					31
	Related Person Transactions Policy					31
	Transactions with Related Persons					31
	SECURITY OWNERSHIP AND REPORTING					32
	Beneficial Ownership of Directors and Executive Officers					32
	Beneficial Owners of More than Five Percent of Our Common Stock					33
	INFORMATION ABOUT OUR EXECUTIVE OFFICERS					34
	COMPENSATION DISCUSSION AND ANALYSIS					37
	Executive Compensation Overview					38
	How Executive Compensation Is Determined					40
	Executive Compensation Components					43
	Executive Compensation Policies and Practices					51

	COMPENSATION COMMITTEE REPORT					54
	EXECUTIVE COMPENSATION					55
	Summary Compensation Table					55
	Grants of Plan-Based Awards in 2022					57
	Outstanding Equity Awards at 2022 Fiscal Year-End					59
	Stock Vested in 2022					61
	Nonqualified Deferred Compensation					61
	Potential Payments upon Termination or Change in Control					61
	Pay Versus Performance					66
	CEO Pay Ratio					69
	PROPOSAL 2: APPROVAL OF ADVISORY VOTE ON EXECUTIVE COMPENSATION					70
	PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR					71
	Audit and Non-Audit Fees					71
	Audit Services Pre-Approval Policy					72
	AUDIT COMMITTEE REPORT					73
	OTHER MATTERS					74
	Meeting Matters					74
	Stockholder Proposals and Director Nominations for 2024 Annual Meeting					74
	Annual Report					74
	FREQUENTLY ASKED QUESTIONS					75
	APPENDIX A – DEFINITIONS AND GAAP RECONCILIATION					A-1
	RESERVATION REQUEST FORM

2023 PROXY STATEMENT / 1

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Proxy Summary

This summary does not contain all the information you should consider before voting. Please read the entire proxy statement carefully.

About Our Company

Granite Point Mortgage Trust Inc. (NYSE: GPMT) is an internally managed real-estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate (CRE) investments. We operate as a real estate investment trust, or REIT, as defined under the Internal Revenue Code.

We are a long-term, fundamental value-oriented investor. We construct our investment portfolio on a loan-by-loan basis, emphasizing rigorous credit underwriting, selectivity and diversification, and we assess each investment from a fundamental value perspective relative to other opportunities available in the market.

GRANITE POINT MORTGAGE TRUST INC. TIMELINE

INTERNALIZATION

As noted in the timeline above, we were externally managed by Pine River Capital Management L.P., or our Former Manager, through 2020. We entered into a definitive agreement with our Former Manager on October 10, 2020, pursuant to which we internalized our management function on December 31, 2020. Our internal management structure and the accompanying enhancements in disclosure and transparency provide us with a differentiated platform that is more closely aligned with our stockholders’ interests.

		Benefits of Internal Management Structure for Our Stockholders
		• Meaningfully reduced operating expenses and created opportunities to realize increased economies of scale • No management fee based on stockholders’ equity • Executive compensation program emphasizes performance-based cash and equity awards that incorporate financial and non-financial goals • 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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OUR INVESTMENT STRATEGY

Our investment objective is to generate attractive, risk-adjusted returns for our stockholders over the long-term, primarily through dividends, and to preserve our stockholders’ capital through business cycles. We believe that the stability of our capital base is important to our ability to invest in assets that generate attractive returns on an ongoing basis. We seek to achieve our investment objective by relying on the experience of our team, leveraging our longstanding industry relationships and identifying, sourcing, structuring and managing investments with attractive risk-return profiles.

We directly originate, invest in and manage a portfolio of primarily senior floating-rate commercial real estate loans and other debt and debt-like instruments secured by various types of institutional quality commercial properties located in attractive markets across the United States and managed by experienced owners. These loans may vary in term and may bear interest at a fixed or floating rate, although our primary focus is on floating-rate loans. We typically provide intermediate-term bridge or transitional financing for a variety of purposes, including acquisitions, recapitalizations, refinancings and a range of business plans, including lease-up, renovation, repositioning and repurposing of the commercial property.

As a long-term, fundamental value-oriented investor, we may adjust our investment strategy as we react to evolving market dynamics. We believe there are enduring opportunities within our target investments that present attractive, risk-adjusted returns. However, as economic and business cycles develop, we may expand and/or adjust our investment strategy and target investments to capitalize on various investment opportunities. At time, we may prioritize maintaining higher liquidity and lower leverage to provide us with more flexibility to actively manage our portfolio and our balance sheet, depending on the market conditions. We believe that our well-diversified portfolio and flexible investment strategy will allow us to actively adapt to changing market conditions and generate attractive, long-term risk-adjusted returns for our stockholders in a variety of environments.

		Portfolio and Capitalization Snapshot
		• Broadly diversified 100% loan portfolio comprised of 90 discrete investments totaling $3.6 billion in commitments and $3.4 billion outstanding balance • 99% senior loans with an average commitment of $37 million and a weighted average stabilized LTV(1) of 62.9% and yield(1) of 8.4% • Capitalized with approximately $1 billion of equity and a well-balanced funding profile with 60% non-mark-to-market borrowings and moderate leverage of 2.3x debt-to-equity(1)
		(1) See definition in the Appendix

2023 PROXY STATEMENT / 3

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Meeting Information

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/GPMT2023

RECORD DATE:
Holders of record of common stock at the close of business on April 3, 2023, are eligible to vote

MEETING AGENDA:

To elect as directors the six nominees named in this proxy statement

To approve on an advisory basis the compensation of our named executive officers

To ratify the appointment of Ernst & Young LLP to serve as our independent auditor for our fiscal year ending December 31, 2023

To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof

Voting Roadmap

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 11)

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NOMINEE SNAPSHOT

Nominee

Age

Director
Since

Independent

Primary Occupation

Committees

Audit

Comp

N&CG

Stephen G. Kasnet
Chair of the Board

2017

Former President and Chief Executive Officer of Harbor Global Company, Ltd.

John (“Jack”) A.
Taylor

2017

CEO

President and Chief Executive Officer of Granite Point Mortgage Trust Inc.

Tanuja M. Dehne

2017

President and Chief Executive Officer of the Geraldine R. Dodge Foundation

Sheila K. McGrath

2023

Principal, Grayton Advisory LLC

W. Reid Sanders

2017

President of Sanders Properties, Inc.

Hope B. Woodhouse

2017

Former Chief Operating Officer of Bridgewater Associates, LP

Number of Meetings in 2022

Full Board: 11

Comp = Compensation N&CG = Nominating & Corporate Governance C = Chair M = Member

NOMINEE CHARACTERISTICS

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CORPORATE GOVERNANCE HIGHLIGHTS

Independent Chair

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 our Board committees are composed entirely of independent directors

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

Board assessments

Executive sessions

We do not have a classified board – each of our directors is elected annually for a one-year term

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

Limits on outside
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 cash retainer

Commitment to Board
diversity

ESG oversight

Investor outreach

We take reasonable steps to assemble a diverse pool of nominees when conducting searches for new directors, and any search firm we engage is instructed to seek to include diverse candidates

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

Single class of
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

In accordance with our Code of Business Conduct and Ethics, our Company does not contribute to political candidates, parties or campaigns

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM

		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.

Board Oversight of ESG Matters

As reflected in our Corporate Governance Guidelines, our Board oversees our approach to ESG matters and reviews periodic reports from management on related topics. Our Board has assigned duties and responsibilities to its independent committees through their charters to help our Board fulfill its oversight function.

Our Nominating and Corporate Governance Committee provides leadership by assisting the Board in overseeing our overarching ESG approach, and each of the three committees has oversight responsibility for several specific ESG matters consistent with that committee’s overall purpose, as outlined below.

•

Nominating and Corporate Governance Committee

◦

Reviewing, and assisting our Board in overseeing, our ESG priorities, strategies and related public disclosures

◦

Recommending to our Board changes to our Code of Business Conduct and Ethics and Corporate Governance Guidelines

◦

Reviewing and advising the Board with respect to Board composition, structure and membership

•

Compensation Committee

◦

Reviewing our human capital management strategies and practices, which may include those

2023 PROXY STATEMENT / 7

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related to recruiting, retention, non-executive compensation, employee engagement, professional development, and diversity, equity and inclusion

◦

Determining compensation of executive officers

◦

Evaluating risks arising from our compensation plans and programs

•

Audit Committee

◦

Overseeing risks to which our Company is exposed – including those arising from data security issues, climate change and other environmental matters – as well as our assessment and management of such risks

◦

Overseeing our compliance and ethics programs

Management’s Cross-Functional Approach to ESG

We have assembled an ESG working group that reports to our Chief Executive Officer and consists of members from our loan originations, human resources, legal, financial reporting and investor relations functions. This working group meets monthly and has been charged with providing leadership in the following areas:

•

Identifying the most significant risks and opportunities that ESG matters represent for our business and the most significant impacts that ESG matters have on our business partners, investors, employees, communities and other stakeholders. The group does this work through reflection on the members’ subject matter expertise, consideration of stakeholder priorities communicated to members, and reference to external reporting standards and peer disclosures.

•

Developing strategies and responsive measures to address ESG risks and opportunities while generating positive impacts

•

Communicating Granite Point’s ESG priorities, strategies and measures to other team members in all-hands and smaller group meetings, in training sessions, and through the development of policies and other materials distributed to all personnel

•

Preparing disclosures to provide our external stakeholders information about the ESG matters we have identified as being most significant to our Company, as well as the strategies and responsive measures we have developed

Overview of the Most Significant ESG Matters for Our Company

Guided by our core values and the oversight of our Board, we have identified the following topics as being the most significant ESG matters for our business and stakeholders. You can find more information about these topics on our website at www.gpmtreit.com/esg. Note that information from our website is not incorporated by reference into this proxy statement.

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 70)

COMPENSATION PHILOSOPHY

		OUR TOTAL REWARDS PHILOSOPHY IS DESIGNED TO:
		• Attract, retain and incentivize the best talent to support our business objectives; • 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.

2022 TARGET TOTAL DIRECT COMPENSATION

Numbers do not add up to 100% due to rounding

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QUALITY COMPENSATION PRACTICES

		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 NEOs • Our Compensation Committee retains an independent compensation consultant who provides no other services to our Company • Performance-based cash and equity awards have a sliding scale earn-out structure that allows for 0% payouts and is capped at 200% of target amounts • We conduct an annual compensation risk assessment

		What We Don’t Do
		• Our executive officers do not receive perquisites or retirement plans not available to other employees • We do not allow our NEOs to hedge or pledge their Company stock • 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: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT AUDITOR

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, 2023.

“FOR”

(See Page 71)

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Proposal 1: Election of Directors

Pursuant to our Amended and Restated Bylaws, or Bylaws, each of our directors is elected by stockholders each year at our annual meeting to serve terms expiring at the next annual meeting and until his or her successor is duly elected and qualified. Our Bylaws provide that our Board may be comprised of no fewer than the number of directors required by the Maryland General Corporation Law and no more than 15, with the precise number to be set by our Board.

Our Board currently has six members, and all of them have been nominated by the Board for election at the annual meeting of stockholders to be held on June 1, 2023, or the Annual Meeting. Sheila K. McGrath was elected to the Board by the directors in January 2023, and the other five directors were elected by the stockholders at the 2022 annual meeting. Ms. McGrath was recommended as a director nominee by a third-party search firm. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Key Skills and Qualifications

We have highly qualified director nominees who reflect a broad and diverse mix of business backgrounds, skills and experience. We believe that each of our director nominees possesses high standards of ethics, integrity and professionalism, sound judgment and a commitment to representing the long-term interests of our stockholders.

It is particularly important that the following skills and qualifications are represented on our Board so that it can oversee our Company effectively:

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

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Proposal 1: Election of Directors

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

Nominee Skills and Qualifications Matrix

The following matrix portrays the foregoing key skills and qualifications and the self-identified demographic characteristics of the six director nominees standing for election to our Board at the Annual Meeting. Our directors have had varied experiences, and for each of them the matrix below indicates the skills and qualifications that are most salient to their service on our Board.

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

Please read the biographical information that follows for more detailed information regarding the specific experience, qualifications, attributes and skills of each director nominee that led our Board to conclude that he or she should be nominated to serve on our Board.

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Proposal 1: Election of Directors

Chair of the Board and Independent Director Committee(s): Audit (Chair)	STEPHEN G. KASNET
	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 EXPERIENCE
	• President and CEO, Harbor Global and CEO, PIOglobal Investment Fund (a subsidiary of Harbor Global) (2000-2006) • CEO, Pioneer First Voucher Fund (Russia) (2000-2006) • President, Pioneer Global Institutional Advisors (1995-2000) • President, Pioneer Real Estate Investors (1993-2000)			• Director and Member of the Executive Committee, The Bradley Real Estate Trust (1995-1999) • President, Cabot, Cabot and Forbes Asset Management (1990-1993) • Additional senior management positions with other financial organizations, including First Winthrop Corporation and Winthrop Financial Associates
	OTHER CORPORATE BOARDS • Chairman of the Board, Chairman of the Audit Committee and Member of the Risk Oversight Committee, Two Harbors Investment Corp. (NYSE: TWO) (2009-present) • 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, The Governor’s Academy, a private coed boarding high school in Byfield, Massachusetts
	EDUCATION • BA, University of Pennsylvania

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Proposal 1: Election of Directors

President, Chief Executive Officer and Director	JOHN (“JACK”) A. TAYLOR
	Age: 67	Director Since: 2017
	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
	• President and CEO, Granite Point Mortgage Trust (2017-present) • Global Head of Commercial Real Estate, Pine River Capital Management (2014-2020) • Managing Director, Head of Global Real Estate Finance, Member of the Global Management Committee and Chair of the Global Investment Committee for debt and equity, Prudential Real Estate Investors (now known as PGIM Real Estate Company) (2009-2014)			• Partner, Five Mile Capital Partners (2003-2007) • Co-Head of Real Estate Investment Banking for the Americas and Europe, UBS • Head of Real Estate Group and Member of the Operating Committee, PaineWebber • Head Trader and Manager of CMBS and Principal Commercial Mortgage business, Kidder, Peabody & Co.
	ORGANIZATIONS • Founding Governor and Member, Commercial Real Estate Finance Council (formerly known as the Commercial Mortgage Securities Association) • Member, President’s Council of the Real Estate Roundtable • 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 • JD, Yale Law School • MSc, International Relations, London School of Economics and Political Science • BA, University of Illinois

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Proposal 1: Election of Directors

Independent Director Committee(s): Nominating & Corporate Governance (Chair), Compensation	TANUJA M. DEHNE
	Age: 51	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 experience navigating and evaluating M&A, capital market and other strategic opportunities 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 CEO at the Geraldine R. Dodge Foundation, Ms. Dehne has operational and management experience that enhances our Board’s ability to develop and oversee our operations and business strategy; through various roles at NRG Energy, including Chief Administrator and Senior Vice President of Human Resources, Ms. Dehne has operational experience in managing human capital ESG – As an executive and director at the Geraldine R. Dodge Foundation and Climate Real Impact Solutions II Acquisition Corp., respectively, Ms. Dehne provides experience elevating and providing perspective regarding environmental, sustainability and social justice issues and best practices 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)			• NRG Energy (NYSE: NRG) (2004-2016) ◦ Executive Vice President, Chief Administrator and Chief of Staff ◦ Additional roles included: Senior Vice President, Human Resources; Secretary and Deputy/Assistant General Counsel • Practiced corporate law as a member of the business department, Saul Ewing (1999-2004)
	OTHER CORPORATE BOARDS • Director, Climate Real Impact Solutions II Acquisition Corp. (NYSE: CLIM.U) (2021-2022) • Director, Advanced Disposal Services (NYSE: ADSW) (2017-2020) • Director, Silver Bay Realty Trust (NYSE: SBY) (2012-2017)
	ORGANIZATIONS • Co-Chair, Advisory Board of the Gupta Governance Institute, Drexel University, an institute that advocates for improved governance practices for public, private and nonprofit organizations through programming, knowledge sharing and research • Trustee, Lafayette College (member of Presidential Search Committee) • 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 • JD, Syracuse University • MA, Political Science, University of Pennsylvania • AB, Lafayette College

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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 analyzing and evaluating the financial and public market considerations of M&A, capital markets and other strategic opportunities and brings valuable insight into our balance sheet management policies Finance or Accounting – Through her 25+ years of experience as a REIT research analyst, Ms. McGrath has deep expertise in REIT fundamentals and valuation 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 the Advisory Board of Governors, Real Estate Investment Advisory Counsel (REIAC), Steering Committee of the Dividends Through Diversity and Inclusion Initiative and Best Financial Practices Committee, NAREIT • Founding Member of the Board of the Center for Women in Business and Mentor for GROW (Gaining and Retaining Outstanding Women), Rutgers Business School • Associate Member of a variety of industry organizations including International Council of Shopping Centers (ICSC) and the Urban Land Institute (ULI)
	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. REID SANDERS
	Age: 73	Director Since: 2017
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – In various director and management positions, including at Two Harbors Investment Corp., Silver Bay Realty Trust, Mid-America Apartment Communities and Sanders Properties, Mr. Sanders 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., 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 a director for multiple public companies, including Two Harbors Investment Corp (NYSE: TWO), Mid-America Apartment Communities (NYSE: MAA) and Silver Bay (NYSE: SBY)

	PROFESSIONAL EXPERIENCE
	• President, Sanders Properties (2004-present) • Investment Committee Member, Cypress Realty (2002-present)			• Co-Founder and Executive Vice President, Southeastern Asset Management • President, Longleaf Partners Mutual Funds • Investment Officer, First Tennessee Investment Management
	OTHER CORPORATE BOARDS • Director and Member of the Audit, Compensation and Risk Oversight Committees, Two Harbors Investment Corp (NYSE: TWO) (2009-present) • Director and Member of the Audit Committee, Mid-America Apartment Communities (NYSE: MAA) (2010-present) • Director and Member of the Executive, Nominating and Corporate Governance and Strategic Planning Committees, Independent Bank (2004-present) • Advisory Board Member, SSM Venture Partners III (2000-present) • 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
	EDUCATION • BA, University of Virginia

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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 (NYSE: AKR) and Monro (NASDAQ: MNRO)

	PROFESSIONAL EXPERIENCE
	• Chief Operating Officer, Bridgewater Associates (2005-2009) • President and Chief Operating Officer, Auspex Group (2003-2005)			• Chief Operating Officer, Soros Fund Management • Treasurer, Tiger Management • Managing Director, Salomon Brothers
	OTHER CORPORATE BOARDS • Trustee and Member of the Nominating and Governance Committee, Acadia Realty Trust (NYSE: AKR) (2023-present) • Director and Member of the Compensation and Audit Committees, Monro, Inc. (NASDAQ: MNRO) (2023-present) • Director, Chair of the Risk Oversight Committee and Member of the Audit Committee, Two Harbors Investment Group (NYSE: TWO) (2012-present) • Director, Atomyze (2020-2022) • Director, Piper Jaffray (NYSE: PJC) (2011-2014) • 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 • MBA, Harvard University • AB, Georgetown University

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Voting Recommendation

PROPOSAL 1: ELECTION OF DIRECTORS

“FOR”

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Corporate Governance and
Board Matters

Governance Documents

Our Board is committed to maintaining the highest standards of business conduct and corporate governance. Our Corporate Governance Guidelines, in conjunction with our Charter, Bylaws and Board committee charters, provide the framework for the corporate governance practices described in this proxy statement.

We have also adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, and specifically to our principal executive officer, principal financial and accounting officer and controller, or persons performing similar functions. Among other matters, our Code of Business Conduct and Ethics is designed to detect and deter wrongdoing and to promote:

•

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

Full, fair, accurate, timely and understandable disclosure in our reports filed with the Securities and Exchange Commission, or SEC, and other public communications;

•

Appropriate treatment of confidential corporate information;

•

A safe and healthy work environment that is free from discrimination and harassment;

•

Compliance with applicable laws, rules and regulations;

•

Fair dealing with counterparties, suppliers, competitors, colleagues and others;

•

Protection and proper use of Company assets;

•

Prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons identified in therein; and

•

Accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics also establishes that our Company does not make contributions to political candidates, political parties or political campaigns or to intermediary organizations such as political action committees.

You can access our Code of Business Conduct and Ethics, our Corporate Governance Guidelines, and the charters for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee on our website at www.gpmtreit.com or by writing to our Investor Relations department by email to investors@gpmtreit.com or by regular mail to Granite Point Mortgage Trust Inc., 3 Bryant Park, Suite 2400A, New York, New York 10036.

Director Independence

New York Stock Exchange, or NYSE, listing standards require that a majority of a company’s board of directors be composed of “independent directors,” which is defined generally as a director having no material relationship with the company that, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Consistent with the foregoing, our Board has affirmatively determined, upon the review and recommendation of our Nominating and Corporate Governance Committee, that each of the following directors and director nominees meets the qualifications of an independent director:

•

Tanuja M. Dehne;

•

Stephen G. Kasnet;

•

Sheila K. McGrath;

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•

W. Reid Sanders; and

•

Hope B. Woodhouse.

Board Leadership Structure

Our Board is led by a Chair who is appointed by the directors to preside at all meetings of our stockholders and of our Board and to perform such other duties and exercise such powers as from time to time shall be prescribed in our Bylaws or Corporate Governance Guidelines or by our Board. Under our governance documents, both independent and non-independent directors are eligible for appointment as the Chair, and our Board is able to change its structure if it determines that such a change is appropriate and in the best interest of our Company.

Our Board has appointed Stephen G. Kasnet, who qualifies as an independent director, to serve as our Chair. As detailed in his biographical statement above, Mr. Kasnet brings a wealth of corporate leadership and industry experience to the position. Our Board believes that separating the Chair role from the CEO role provides the appropriate balance at this time between the authority of those who oversee our Company and those who manage it on a day-to-day basis.

Committee Member Qualifications

Our Board has formed three standing committees: the Audit, Compensation, and Nominating and Corporate Governance Committees. Each committee is composed solely of directors who meet the independence requirements of the NYSE, including with respect to our Compensation Committee, the NYSE’s independence requirements specific to members of listed companies’ compensation committees. Additionally, our Compensation Committee is composed exclusively of “non-employee directors,” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In accordance with NYSE rules, each member of our Audit Committee is financially literate, in that they are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, our Board has determined that both Stephen G. Kasnet and Hope B. Woodhouse qualify as “audit committee financial experts,” as defined under SEC rules and regulations.

Committee Responsibilities

Information about the current membership and key responsibilities of each of our standing committees follows. The committees’ purpose and responsibilities are more fully set forth in their charters, which are available on our website or at the address listed under “Governance Documents” above. The committees review their charters at least annually.

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AUDIT COMMITTEE

Current Members:

Stephen G. Kasnet (Chair)
W. Reid Sanders
Hope B. Woodhouse

Meetings in 2022: 7

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 2022: 10

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 our Board with respect to our Company’s incentive compensation plans;

•

Review and recommend to our Board compensation programs applicable to directors;

•

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.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Current Members:

Tanuja M. Dehne (Chair)
Sheila K. McGrath
W. Reid Sanders
Hope B. Woodhouse

Meetings in 2022: 5

Key Responsibilities:

•

Assist our Board in fulfilling its responsibilities to assure that our Company is governed in a manner consistent with the interest of its stockholders;

•

Recommend to our Board changes in the size, composition, organization and operational structure of the Board and its committees;

•

Recommend to our Board director nominees to stand for election or re-election, conducting a search to identify a nominee or nominees in the event of a vacancy or newly created Board seat;

•

Make recommendations to our Board regarding director qualifications, eligibility criteria and independence;

•

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 our Board, its committees and directors.

Board and Committee Meetings

Our Board meets on a regularly scheduled basis during the year to review significant developments affecting our Company and to act on matters requiring Board approval. It also holds special meetings when important matters require Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. In addition, our Board and its committees are able to consult with and retain independent legal, financial or other advisors as they deem necessary and appropriate from time to time. The independent directors have the opportunity to meet in executive session, without management present, at each Board meeting. Mr. Kasnet provides over these sessions as our Board’s independent Chair.

Directors are encouraged to attend all meetings of our Board and of the Company’s stockholders. Each of our directors attended at least 75% of the total number of meetings held by our Board and all committees on which he or she served during 2022. Each of our then-current directors attended our annual meeting of stockholders held in June 2022.

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Board, Committee and Director Assessment

Our Board conducts an annual assessment of its performance and the performance of its committees and individual directors. The Chair of our Nominating and Corporate Governance Committee (abbreviated as “N&CG Committee” below) is responsible for leading the assessment, which takes place in advance of the annual consideration of director nominees. The assessment is used to inform director nomination considerations and identify opportunities to enhance Board and committee effectiveness, including the relationship between management and our Board and committees.

The assessment carried out in early 2023 followed the process depicted below.

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Role of Our Board in Risk Oversight

Our management team is responsible for assessing and managing the risks faced by our Company, subject to the oversight of our Board. Management routinely informs our Board and its committees of developments that could affect our risk profile or other aspects of our business. Our Board fulfills its oversight responsibilities as a full Board or through delegation to its committees as described below.

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

This committee is primarily responsible for reviewing our Company’s assessment and management of its risk exposures:

•

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 Company, including those related to climate change.

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.

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Director Nomination Process and Considerations

Our Nominating and Corporate Governance Committee is responsible for recommending to our Board the range of qualifications that should be represented on our Board and eligibility criteria for membership on our Board and its committees, as well as recommending director nominees to stand for election or re-election to our Board. Our Corporate Governance Guidelines set forth the following qualification standards applicable to our directors:

•

Possession of the highest personal and professional ethics, integrity and values;

•

The ability to exercise good business judgment and be committed to representing the long-term interests of our Company and its stockholders;

•

Having an inquisitive and objective perspective, practical wisdom and mature judgment; and

•

The ability and willingness to devote sufficient time and effort to carrying out Board duties and responsibilities effectively.

In considering candidates for nomination as a director to fill an existing vacancy or add a member, our Nominating and Corporate Governance Committee conducts a search to identify potential candidates based on their mix of skills and qualifications and the contribution that the candidate could be expected to make to the overall functioning of our Board. With respect to the re-nomination of incumbent directors, our Nominating and Corporate Governance Committee considers the foregoing factors, as well as past participation in, and contributions to, the activities of our Board and its committees.

Our Corporate Governance Guidelines also provide that our Company shall endeavor to have a Board representing diverse education and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to our business and to our status as a publicly owned company. Our Company also considers diversity of gender, race, ethnicity, age and background in the composition of our Board. To that end, our Corporate Governance Guidelines provide that our Nominating and Corporate Governance Committee will take reasonable steps to assemble a diverse pool of nominees when conducting searches for new directors, and any search firm engaged by our Nominating and Corporate Governance Committee will be affirmatively instructed to seek to include diverse candidates.

In furtherance of our expectation that directors devote significant time to their service on our Board, our Corporate Governance Guidelines provide that directors who also serve as chief executive officers or hold equivalent positions at other public companies should not serve on more than one other public company board in addition to our Board, and other directors should not serve on more than three other boards of public companies in addition to our Board. Our Board has not adopted term limits or a mandatory retirement age because it believes that a director’s tenure is more appropriately determined through the Board assessment and re-nomination processes.

Our Nominating and Corporate Governance Committee will consider candidates recommended for nomination to our Board by our stockholders. Stockholder recommendations for nominees to our Board should be submitted in writing to our Secretary. The manner in which our Nominating and Corporate Governance Committee evaluates candidates recommended by stockholders is the same as any other candidate, except that the committee will also seek and consider information concerning any relationship between a stockholder recommending a candidate and the candidate to determine whether the candidate can represent the interests of all of our stockholders. Our Nominating and Corporate Governance Committee will not consider a candidate recommended by a stockholder unless the stockholder’s proposal provides a certification that the potential candidate consents to being named in a proxy statement relating to the stockholders’ meeting and will serve as a director if elected.

Majority Vote Standard for Director Elections

Our Bylaws provide that in uncontested elections (which occurs when the number of director nominees equals the number of directors to be elected), a nominee for director will be elected to the Board if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” that nominee’s election.

If a director nominee who is an incumbent director receives a greater number of votes “against” than votes “for” his or her election, and with respect to whom no successor has been elected, such incumbent director shall

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promptly tender his or her offer to resign to our Board for its consideration following certification of the stockholder vote. Within 90 days following certification of the stockholder vote, our Nominating and Corporate Governance Committee shall consider the tendered resignation offer and make a recommendation to our Board whether or not to accept such offer, and our Board shall act on our Nominating and Corporate Governance Committee’s recommendation.

In determining whether to accept the resignation offer, our Nominating and Corporate Governance Committee and Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation offer, including, among other things, whether accepting the resignation of such director would cause our Company to fail to meet any applicable SEC or NYSE rules or requirements. Thereafter, our Board shall promptly and publicly disclose its decision-making process regarding whether to accept the director’s resignation offer or the reasons for rejecting the resignation offer, if applicable, in a Current Report on Form 8-K furnished to the SEC. Any director who tenders his or her resignation offer will not participate in our Nominating and Corporate Governance Committee’s recommendation or our Board’s action regarding whether to accept the resignation offer. If our Board does not accept the director’s resignation offer, such director will continue to serve until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified or until the director’s earlier resignation or removal.

In a contested election, the director nominees who receive a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present will be elected as directors. Under the plurality standard, the number of nominees equal to the number of vacancies to be filled who receive more votes than other nominees are elected to our Board, regardless of whether they receive a majority of votes cast.

Communications with Our Board

We provide the opportunity for our stockholders and all other interested parties to communicate with members of our Board. Stockholders and all other interested parties may communicate with the independent directors or the chair of any of the committees of our Board by email or regular mail. All communications should be sent to the Company’s Secretary, Michael J. Karber.

		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.

Our Secretary will review each communication received in accordance with this process to determine whether the communication requires immediate action. Our Secretary will forward all appropriate communications received, or a summary of such communications, to the appropriate member(s) of our Board. However, we reserve the right to disregard any communication that we determine is unduly hostile, threatening or illegal, does not reasonably relate to our Company or is similarly inappropriate. Our Secretary has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Stockholder proposals must be made in accordance with the procedures set forth in our current Bylaws or the procedures set forth in Rule 14a-8 under the Exchange Act and not the procedures set forth in the preceding paragraph or the procedures set forth in “Corporate Governance and Board of Directors – Director Nomination Process.” Nominations for our Board may only be made in accordance with the procedures set forth in our Bylaws. Certain matters set forth in our Bylaws for stockholder proposals, including nominations

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to our Board, as well as certain matters set forth in Rule 14a-8 for stockholder proposals, are described later in this proxy statement under “Other Matters – Stockholder Proposals and Director Nominations for 2024 Annual Meeting.”

Director Orientation and Continued Education

We provide each new director with a comprehensive orientation about our Company, including our business operations, strategy and governance. We also provide new directors with the opportunity to meet in one-on-one sessions with our Chief Executive Officer, other directors and other members of senior management.

In addition, we believe that our stockholders are best served by a board of directors composed of individuals who are well-versed in modern principles of corporate governance and other subject matters relevant to board service, and who thoroughly comprehend the role and responsibilities of an effective board in the oversight of our Company and its management. To this end, we have adopted a formal Director Education Policy under which our directors are encouraged to attend such director education programs as they deem appropriate to stay abreast of developments in corporate governance and “best practices” relevant to their contribution to our Board generally, as well as to their responsibilities in their specific committee assignments and other roles. We reimburse our directors for their reasonable costs and attendance fees to participate in such programs up to $5,000 per director each year.

Director Compensation

We compensate the independent members of our Board for their service. We believe that director compensation should achieve the following objectives:

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

DIRECTOR COMPENSATION CONSIDERATIONS

Our Compensation Committee is responsible for reviewing and making recommendations to our Board regarding the compensation of our Company’s independent directors, which is set forth in our Director Compensation Policy. In doing so, our Compensation Committee will work with an independent compensation consultant and consider, among other things, the following:

•

The compensation that is paid to directors of other companies that are comparable to our Company;

•

The amount of time directors are expected to devote to preparing for and attending meetings of our Board and the committees on which they serve;

•

The success of our Company;

•

The additional responsibilities and time commitment associated with being a chair of our Board or one of its committees;

•

If a committee on which a director serves undertakes a special assignment, the importance of that special assignment to our Company and its stockholders; and

•

The risks involved in serving as a director on our Board or a member of its committees.

ANNUAL RETAINERS FOR INDEPENDENT DIRECTORS

Under our Director Compensation Policy, we pay retainers to our independent directors in an equal mix of cash and equity. The cash retainers are paid quarterly in arrears, and the equity is awarded as restricted stock units, or RSUs, that are granted each year on the date of the annual meeting of stockholders. The RSUs vest on the one-year anniversary of their grant date, with pro-rated vesting for a departure before that

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anniversary. Independent directors who join our Board between annual meetings receive a pro-rated RSU award on the date of their appointment that vests on the first anniversary of the previous year’s annual meeting. The RSU awards are accompanied by dividend equivalent rights that, upon the payment of any dividend (other than non-cash extraordinary dividends) by our Company to its common stockholders, pay out with respect to all outstanding RSUs.

Our Director Compensation Policy provides for the annual payments to independent directors described in the table below:

	Cash ($)		Restricted Stock Unit Awards ($)
Board
Chair		160,000		160,000
Other Directors		100,000		100,000
Audit Committee
Chair		10,000		10,000
Other Members		5,000		5,000
Compensation Committee
Chair		6,250		6,250
Other Members		3,750		3,750
Nominating and Corporate Governance Committee
Chair		6,250		6,250
Other Members		3,750		3,750

We do not pay retainers to directors who are not independent. All members of our Board, including directors who are not independent, are reimbursed for their costs and expenses of serving on our Board, including costs and expenses of attending Board and committee meetings. Directors may also be reimbursed for up to $5,000 per year for continuing education costs incurred in connection with their service on our Board.

SUPPLEMENTAL CHAIR COMPENSATION

In addition to the annual retainers set forth above, our current Board Chair, Stephen G. Kasnet, has been awarded supplemental compensation in recognition of the extraordinary administrative burdens placed on him in 2020 related to our Company’s transition from external management to internal management and the COVID-19 pandemic.

The supplemental chair compensation is payable in additional RSUs to be granted on an annual basis over a four-year period with a value of $155,000 per grant, subject to Mr. Kasnet’s continued service on our Board, for an aggregate award value of $620,000. The first of these four annual grants was made on the date of our annual meeting of stockholders in 2021, and the second was made on the date of our annual meeting of stockholders in 2022. Each of the supplemental RSU grants has the same vesting and dividend equivalent provisions as the annual retainer RSU grants.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Our directors are encouraged to own shares of our Company’s common stock to better align their personal interests with the interests of our stockholders. In furtherance of this objective, our Corporate Governance Guidelines provide that each independent director is expected to accumulate shares of common stock with a minimum market value equal to three times such director’s annual cash retainer. Unvested RSUs are included in determining whether a director has satisfied the applicable minimum ownership level.

A director is expected to attain the minimum ownership level within five years of appointment or election. If the minimum amount is not attained by such date – or is not maintained after such date – the director is expected to retain at least 50% of the shares issued upon settlement of equity awards (net of shares withheld to satisfy tax obligations) until attaining the ownership level.

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Corporate Governance and Board Matters

As of December 31, 2022, only one of our independent directors on the Board at that time held the minimum ownership level based on market value when measured with the year-end closing stock price (on December 30, 2022) of $5.36 per share. In comparison, all independent directors had held the minimum ownership level at the end of 2021, which was measured using the year-end closing stock price (on December 31, 2021) of $11.71 per share. The difference between the ownership levels for the two years is solely due to fluctuations in our stock price, as no independent director sold any shares during 2022. Consequently, all independent directors have been deemed to meet the guidelines’ current retention expectation.

DIRECTOR COMPENSATION FOR FISCAL 2022

The following table shows the compensation paid to the individuals who served as independent directors of our Board during any part of the year ended December 31, 2022. John (“Jack”) A. Taylor, our President and Chief Executive Officer and a member of our Board, did not receive any compensation for his service as a director; the compensation he received as an executive officer is reported in the Summary Compensation Table later in this proxy statement. Sheila K. McGrath was elected to the Board in January 2023 and therefore did not receive any compensation for 2022.

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Total ($)
Tanuja M. Dehne		110,000		109,992		219,992
Stephen G. Kasnet		170,000		324,998		494,998
W. Reid Sanders		112,500		112,491		224,991
Hope B. Woodhouse		115,000		114,991		229,991

(1)

The values in this column represent the fair value of awards of RSUs computed in accordance with FASB ASC Topic 718 and are based on the closing market price of our common stock on the NYSE on the grant date of the applicable award.

(2)

The independent directors held the following number of unvested RSUs as of December 31, 2022:

Name	Restricted Stock Units
Ms. Dehne		9,945
Mr. Kasnet		29,385
Mr. Sanders		10,171
Ms. Woodhouse		10,397

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Certain Relationships and Transactions

Related Person Transactions Policy

Our Board has adopted a written Related Person Transactions Policy setting forth the policies and procedures for the review and approval of transactions between our Company and its Related Persons. “Related Persons” under the policy include our directors, director nominees, executive officers and holders of more than 5% of our common stock, plus those persons’ immediate family members and affiliated entities, as defined in the policy.

The policy requires that the Audit Committee review and approve all transactions, arrangements or relationships, or series of similar transactions, arrangements or relationships, in which:

•

Our Company is or will be a participant;

•

The expected amount involved exceeds $120,000; and

•

A Related Person has or will have a material direct or indirect interest.

The policy directs the Audit Committee to approve such a transaction only if it determines that the transaction is in, or not inconsistent with, the best interests of our Company and its stockholders.

Transactions with Related Persons

CREDIT AGREEMENT AND INVESTOR RIGHTS AGREEMENT

On September 25, 2020, we (i) entered into a term loan credit agreement, or the Credit Agreement, with certain investment vehicles managed by Pacific Investment Management Company LLC, or the Initial Lenders, and (ii) in connection with the transactions contemplated by the foregoing, entered into an investor rights agreement, or the Investor Rights Agreement, which, among other things, granted the Initial Lenders certain governance and other rights and also contained certain standstill provisions applicable to the Initial Lenders and others.

Devin Chen was appointed to our Board in October 2020 pursuant to the Investor Rights Agreement and was subsequently elected to our Board at our 2021 annual meeting of stockholders. Mr. Chen served on our Board until the date of our 2022 annual meeting of stockholders but did not stand for re-election at that meeting. In 2022, we paid the Initial Lenders interest and other expenses and repaid the remaining $150 million of borrowings outstanding under the Credit Agreement.

INDEMNIFICATION AGREEMENTS WITH DIRECTORS AND OFFICERS

We have entered into customary indemnification agreements with each of our directors and officers that require us to indemnify them to the maximum extent permitted by Maryland law and our Articles of Amendment and Restatement against any claim or liability that may arise by reason of their service to us. The agreements also require us to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. In addition, each agreement provides for procedures for the determination of entitlement to indemnification, including requiring that such determination be made by independent counsel after a change in control of our Company.

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Security Ownership and Reporting

Beneficial Ownership of Directors and Executive Officers

Our common stock is listed on the NYSE under the symbol “GPMT.” The following table sets forth information regarding the beneficial ownership of our common stock as of March 15, 2023 (unless otherwise indicated) by each of our “Named Executive Officers,” as such term is defined in Item 402(a) of Regulation S-K, and directors and by all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. A person is deemed to be the beneficial owner of any shares of common stock if that person has or shares voting power or investment power with respect to those shares or has the right to acquire beneficial ownership at any time within 60 days of March 15, 2023. “Voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares.

Under our Insider Trading Policy, our officers, directors and employees are prohibited from hedging or pledging shares of our stock in any manner, whether as collateral for a loan, in a margin account held at a broker or otherwise.

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%

Represents ownership of less than 1.0% of our outstanding common stock as of March 15, 2023.

(1)

The business address of each of the individuals is 3 Bryant Park, Suite 2400A, New York, New York 10036.

(2)

Based on 52,383,979 shares of common stock outstanding as of March 15, 2023.

(3)

Includes 312 shares of common stock held by the Kasnet Family Foundation, over which Mr. Kasnet has shared voting and investment control with his spouse, and 62,895 shares of common stock Mr. Kasnet owns jointly with his spouse.

(4)

Includes 12,000 shares of common stock held by Green Meadows, LLC. Mr. Sanders is the managing member and a 2% owner of Green Meadows, LLC.

(5)

Mr. Taylor is also a Named Executive Officer.

(6)

Includes 94 shares of common stock held by Mr. Urbaszek’s mother.

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Security Ownership and Reporting

Beneficial Owners of More than Five Percent
of Our Common Stock

Based on their filings made under Section 13(g) of the Exchange Act, the persons known by us to be beneficial owners of more than five percent (5%) of our common stock are as follows:

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 100		9,246,925(2)		17.7%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		3,580,044(3)		6.8%

(1)

Based on 52,383,979 shares of our common stock outstanding as of March 15, 2023.

(2)

Based on a Schedule 13G filed with the SEC on January 31, 2023, by BlackRock, Inc. reporting that it has sole voting power with respect to 9,127,377 shares, shared voting and dispositive power with respect to 0 shares and sole dispositive power with respect to all shares reported.

(3)

Based on a Schedule 13G/A filed with the SEC on February 9, 2023, by The Vanguard Group reporting that it has sole voting power with respect to 0 shares, shared voting power with respect to 35,539 shares, sole dispositive power with respect to 3,501,605 shares and shared dispositive power with respect to 78,439 shares.

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Information about Our Executive Officers

Information about Our
Executive Officers

The following sets forth the positions, ages and selected biographical information for our executive officers as of April 1, 2023. John (“Jack”) A. Taylor’s biographical information is provided in the section of this proxy statement entitled “Proposal 1: Election of Directors.” There are no arrangements or understandings between any executive officer and any other person pursuant to which he was selected as an executive officer.

	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, Mr. Alpart was a Managing Director in the Global Real Estate Finance Group at Prudential Real Estate Investment (now known as PGIM Real Estate Company) from 2009 to 2014, responsible for managing a series of close-end debt funds in the United States. • 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 an MBA, Finance and Real Estate. From New York University and a BS in Business Administration, Accounting and Economics from Washington University.

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Information about Our Executive Officers

	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 MBA from the Ohio State University and a BLA in History from the University of Connecticut.

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Information about Our Executive Officers

	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 Global Real Estate Finance Group at Prudential Real Estate Investment (now known as PGIM Real Estate Company) from 2009 to 2014, responsible for managing a series of close-end debt funds in the United States. • 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 MBA from Columbia University and a BS in Chemistry from Rensselaer Polytechnic Institute.

	Marcin Urbaszek Age: 47 Vice President, Chief Financial Officer, Treasurer and Head of Investor Relations
	• 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 BBA in Finance, with a Minor focused on Financial Accounting and Economics, from Zicklin School of Business, Bernard M. Baruch College, CUNY. Mr. Urbaszek is a CFA® charterholder.

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Compensation Discussion and Analysis

Compensation Discussion
and Analysis

This “Compensation Discussion and Analysis” section describes our compensation program for our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for our fiscal year ended December 31, 2022. These Named Executive Officers, or NEOs, are as follow:

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

“CD&A” Contents

	EXECUTIVE COMPENSATION OVERVIEW			p. 38
	• Program Evolution • Executive Compensation Components Awarded in 2022 • 2022 Target Pay Levels • Results Under Performance-Based Awards • Quality Compensation Practices
	HOW EXECUTIVE COMPENSATION IS DETERMINED			p. 40
	• Background of Our Executive Compensation Program • Compensation Philosophy and Objectives • Roles and Responsibilities in Executive Compensation Decisions • Employment Agreements • Peer Group • Say on Pay Vote
	EXECUTIVE COMPENSATION COMPONENTS			p. 43
	• 2022 Base Salary • 2022 Annual Incentive Plan (AIP) Awards • Long-Term Incentive Plan (LTIP) Awards Granted in 2022 • Benefits
	EXECUTIVE COMPENSATION POLICIES AND PRACTICES			p. 51
	• Stock Ownership Guidelines • Prohibition Against Hedging and Pledging • Forfeiture and Clawback Policy • Compensation Risk Assessment

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Executive Compensation Overview

PROGRAM EVOLUTION

Until December 31, 2020, we were externally managed by Pine River Capital Management L.P., our Former Manager. We entered into a definitive agreement with our Former Manager on October 10, 2020, pursuant to which we internalized our management on December 31, 2020, or the Internalization. We did not have any employees prior to the Internalization; our NEOs were employed by an affiliate of our Former Manager.

Our Compensation Committee instituted a comprehensive executive compensation program for our internally managed company in 2021 that was designed to incentivize, reward and retain our executive officers and align their interests with stockholders’ interests. The transition to being an internally managed company had profound implications for our executive compensation program and disclosure, and we caution placing significant reliance on any trailing analyses that include compensation results prior to the Internalization.

The overall structure of the executive compensation program implemented in 2021 remained intact for 2022. The components and pay levels of the compensation paid to our NEOs in 2022 are summarized in this “Executive Compensation Overview” section. Please read the remainder of this “Compensation Discussion and Analysis” and the tabular and narrative disclosure that follows for more complete information about the compensation paid to our NEOs in 2022.

EXECUTIVE COMPENSATION COMPONENTS AWARDED IN 2022
Cash	Base Salary	• Intended to provide market-competitive fixed income • Only element of total direct compensation not at performance risk
Cash	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: 2022 • 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: 2022-2024 • Vests at 0% – 200% of target number of units • Performance metrics: absolute and relative “Core” ROAE, each weighted 50%
Equity	Restricted Stock Units (RSUs)	• 50% of equity award value delivered as RSUs • Three-year ratable vesting

Our Compensation Committee changed the program structure in early 2023 by diversifying the financial performance metrics used in the incentive awards. Instead of using absolute and relative “Core” ROAE for both short-term cash and long-term equity awards, the 2023 AIP awards use absolute “run-rate” ROAE and absolute change in book value per share as the quantitative performance metrics, and the PSUs granted in 2023 use absolute and relative “run-rate” ROAE and absolute and relative change in book value per share as performance metrics. Our Compensation Committee believes that this revised structure results in more balanced compensation opportunities and is better aligned with stockholder value. Details of these performance metrics and the 2023 awards’ structure will be included in our 2024 proxy statement.

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2022 TARGET PAY LEVELS

Named Executive Officer	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
Marcin Urbaszek		$	560,000		$	420,000		$	485,000		$	485,000		$	1,950,000
Stephen Alpart		$	600,000		$	450,000		$	600,000		$	600,000		$	2,250,000
Peter Morral		$	600,000		$	450,000		$	600,000		$	600,000		$	2,250,000
Steven Plust		$	600,000		$	450,000		$	600,000		$	600,000		$	2,250,000

RESULTS UNDER PERFORMANCE-BASED AWARDS

As described in detail under “Executive Compensation Components – 2022 AIP Awards” below, the Company’s 2022 performance was below the threshold levels for the absolute and relative “Core” ROAE metrics and therefore earned 0% of target levels for the quantitative component. Our Compensation Committee determined that the executive team achieved target-level performance with respect to the AIP’s qualitative metrics in the context of very uncertain and challenging market conditions. The 0% quantitative performance combined with 100% qualitative performance yielded payouts of 50% of the NEOs’ respective 2022 AIP target amounts.

Because 2021 was the first year that PSUs were granted, no PSU performance period has been completed as of December 31, 2022, and there is no performance-based equity award earn-out to report. The first PSU performance period will end on December 31, 2023, and results will be reported in our 2024 proxy statement.

QUALITY COMPENSATION PRACTICES

		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 NEOs • Our Compensation Committee retains an independent compensation consultant who provides no other services to our Company • Performance-based cash and equity awards have a sliding scale earn-out structure that allows for 0% payouts 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 our NEOs to hedge or pledge their Company stock • 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

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Compensation Discussion and Analysis

How Executive Compensation Is Determined

BACKGROUND OF OUR EXECUTIVE COMPENSATION PROGRAM

Prior to the Internalization on December 31, 2020, we were managed by our Former Manager and did not have any employees. Our NEOs were employed by an affiliate of our Former Manager and did not receive cash compensation directly from our Company before 2021, other than a one-time bonus paid at the end of 2020 in conjunction with the Internalization. Our Former Manager and its affiliates also determined whether, and to what extent, our NEOs were provided with employee benefit plans. Prior to the Internalization, we reimbursed our Former Manager for certain executive compensation costs it incurred on our behalf.

Although we did not directly pay regular cash compensation to our NEOs prior to the Internalization, we did grant them equity awards under our 2017 Equity Incentive Plan to align their interests with those of our stockholders. Equity awards granted to our NEOs before 2021 were in the form of restricted stock, except for a one-time award of RSUs granted at the end of 2020 in conjunction with the Internalization. Those units will vest in full on the fifth anniversary of the grant date, subject to the NEO’s continued employment and other terms and conditions contained in the respective award agreement.

Total compensation reported for our executives for 2021 and 2022 (our first two years as an internally managed company) is not fully comparable to total compensation reported for our executives in prior years (when we were externally managed). Prior to 2021, we did not report our executives’ base salary and annual incentive compensation because they were not employed by us and their cash compensation was paid directly by our Former Manager.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation program philosophy is to provide an attractive, flexible and market-based total compensation program tied to performance and aligned with stockholders’ interests.

Our total rewards philosophy is designed to:

Attract, retain and incentivize the best talent to support our business objectives

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

Our Compensation Committee instituted a comprehensive executive compensation program for our internally managed company in 2021 that is designed to achieve these objectives through a mix of compensation components and sound governance practices. The overall structure of the executive compensation program implemented in 2021 remained intact for 2022.

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Compensation Discussion and Analysis

ROLES AND RESPONSIBILITIES IN EXECUTIVE COMPENSATION DECISIONS

Role of the Compensation Committee

Our Board’s Compensation Committee, which is composed entirely of independent directors, is responsible for setting all compensation paid to our executive officers. Our Compensation Committee establishes the structure of the executive compensation program, the levels paid to each executive and the performance goals for incentive-based compensation. Our Compensation Committee also recommends to our Board the amount and structure of compensation to be paid to independent directors.

When making executive compensation decisions, our Compensation Committee considers the financial performance of our Company over the prior year, market data and the competitive landscape for talent, the performance and experience of each executive officer, internal pay equity within the executive officer group, alignment with stockholder interests and risk mitigation.

Role of the Compensation Consultant

Our Compensation Committee engaged Semler Brossy Consulting Group LLC, or Semler Brossy, as its independent compensation consultant in 2019. Semler Brossy advises our Compensation Committee on market practices, peer group composition, executive compensation program design and executive pay levels. Semler Brossy also provides advice on setting compensation for independent directors.

Semler Brossy does not provide any other services to our Company. Following a review of the relationship between our Company and Semler Brossy during 2022, our Compensation Committee concluded that Semler Brossy’s work did not raise any conflicts of interest.

Role of Executive Officers

In consultation with Semler Brossy, our Chief Executive Officer provides recommendations to our Compensation Committee regarding compensation for the other executive officers. Our Chief Financial Officer assists our Chief Executive Officer in advising our Compensation Committee on corporate performance matters and the nature and levels of performance metrics for incentive-based compensation. No executive officer participates in Compensation Committee discussions setting his own pay.

EMPLOYMENT AGREEMENTS

In connection with the Internalization, we entered into employment agreements with each of the NEOs pursuant to which each became employed directly by the Company on December 31, 2020, the effective date of the Internalization. Our Compensation Committee negotiated the employment agreements, with the advice of Semler Brossy, and our Board of Directors approved them.

The employment agreements established the following compensation terms applicable to 2021 and subsequent years. See “Executive Compensation Components” later in this “Compensation Discussion and Analysis” for more information about the compensation awarded in 2022 in accordance with the employment agreements.

Base Salary

Base salaries for the NEOs were initially set under the employment agreements as $1,000,000 for Mr. Taylor; $560,000 for Mr. Urbaszek; and $600,000 for each of Messrs. Alpart, Morral and Plust for 2021. These salary amounts are to be reviewed at least annually and may be increased in subsequent years.

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Compensation Discussion and Analysis

Annual Incentive Cash Payment

Under their employment agreements, the NEOs are entitled to the opportunity to earn an annual incentive cash payment with a target value equal to 100% of base salary for Mr. Taylor and 75% of base salary for the other NEOs. The agreements set the payout value as 0% to 200% of target amount, depending on achievement against performance goals established by our Compensation Committee.

The percentages included in the employment agreements (100% for Mr. Taylor and 75% for the others) will be applied to any increase in base salary in subsequent years, which would lead to a corresponding increase in the award’s target value. Our Compensation Committee establishes performance goals each year.

Long-Term Incentive Plan (LTIP)

The employment agreements with our NEOs provide that the NEOs are entitled to annual LTIP awards with a grant date value of $2,250,000 for Mr. Taylor; $670,000 for Mr. Urbaszek (which was increased to $970,000 in 2022); and $1,200,000 for each of Messrs. Alpart, Morral and Plust. The annual LTIP awards are to be granted (i) partially in a performance-based award to be earned at 0% to 200% of target amount, depending on achievement over a three-year period against performance metrics established by our Compensation Committee, and (ii) partially in a time-based award that vest ratably over three years. The total value of the LTIP awards granted in subsequent years may vary, as may the proportion of performance-based and time-based grants (initially set as 50%/50%). The awards have associated dividend equivalent rights, are subject to the NEO’s continued employment through the applicable vesting date, and may be settled in shares or cash, at our Company’s option.

Other Terms

The employment agreements also provide that the NEOs are eligible to participate in all employee benefit programs made available to the Company’s employees generally from time to time and to receive payments upon termination or change in control of the Company as described in detail in “Executive Compensation – Potential Payments Upon Termination or Change in Control” later in this proxy statement.

Each employment agreement also contains covenants relating to the treatment of confidential information and intellectual property matters and restrictions on the ability of each of the NEOs on the one hand and our Company on the other hand to disparage the other. In addition, the employment agreements provide that the NEO shall not, without the prior written consent of our Chief Executive Officer (or our Board, in the case of Mr. Taylor), (i) for a period of one year for Mr. Taylor, nine months for Messrs. Alpart and Plust and six months for Messrs. Morral and Urbaszek following the termination of the NEO’s employment relationship with our Company for any reason, engage in certain competitive activities and (ii) for a period of one year following the termination of the NEO’s employment relationship with our Company for any reason, solicit certain current or former employees or customers of our Company.

PEER GROUP

Our Compensation Committee does not have a policy to set executive pay levels to a particular market benchmark, but it does review market data assembled by Semler Brossy for information about pay levels for the individual executive officers – both total compensation levels and levels of the various compensation components – as well as pay practices. This data is used to assess the reasonableness of our Company’s executive compensation program in the context of a competitive marketplace for talent.

As an internally managed commercial mortgage REIT, we face the following challenges when identifying peers for the purposes of comparing our executives’ compensation to that of other companies:

•

There are a limited number of internally managed commercial mortgage REITs, which makes it difficult to identify companies that are directly comparable to our Company;

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REITs with a residential mortgage focus have different business strategies than those focused on commercial mortgages; and

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REITs that are externally managed often do not disclose the cash compensation received by their executives, which is typically paid by their managers. A comparison of our NEOs’ reported total compensation to the publicly disclosed total compensation paid to NEOs of externally managed companies may be misleading, because in the latter case base salary and annual incentive compensation paid by managers to NEOs of externally managed companies may not have been reported.

In the context of these comparative limitations, our Compensation Committee has worked with Semler Brossy to construct a peer group with the following characteristics:

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All internally managed companies;

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Primary focus is on commercial mortgage REITs, but can also include mortgage REIT companies with a mix of commercial and residential portfolios, as well as diversified REITs and companies in the commercial-focused real estate financial services or thrifts and mortgage finance industries; and

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Are comparably sized, which is primarily evaluated based on book value of equity and assets, with consideration also given to market cap and revenue levels.

The peer group is reviewed annually and updated to reflect the companies that most closely fit the foregoing characteristics. The peer group used when 2022 compensation decisions were made consisted of the following companies:

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Arbor Realty Trust Inc. (ABR)

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BrightSpire Capital, Inc. (BRSP)

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Capstead Mortgage Corporation (CMO)

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Chimera Investment Corporation (CIM)

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Dynex Capital, Inc. (DX)

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iStar Inc. (STAR)

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Ladder Capital Corp (LADR)

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MFA Financial, Inc. (MFA)

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New York Mortgage Trust, Inc. (NYMT)

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Redwood Trust, Inc. (RWT)

•

Walker & Dunlop, Inc. (WD)

BrightSprire Capital, a recently internalized mortgage REIT in the commercial space, was a new addition to the peer group in 2022.

SAY ON PAY VOTE

At our 2022 annual meeting of stockholders, we provided our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, our executive compensation. Approximately 97% of the votes cast at our 2022 annual meeting of stockholders approved our executive compensation as described in our proxy statement for that meeting. Our Compensation Committee carefully considers stockholder votes on this matter, along with other expressions of stockholder views on compensation policies and desirable actions that the committee receives.

Executive Compensation Components

The principal components of our executive compensation program for 2022 are as follow:

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Base salary;

•

Cash incentive awards paid under our Annual Incentive Plan, or AIP; and

•

Long-Term Incentive Plan, or LTIP, awards granted under our 2017 Equity Incentive Plan:

◦

50% of the LTIP award value was granted as PSUs, and

◦

50% of the LTIP award value was granted as RSUs.

Each of these components is described in detail below. This mix of compensation components was designed to incentivize, reward and retain the executive officers, consistent with our compensation philosophy and our Company’s long-term business goals. We also provide our NEOs the health and welfare and retirement benefits available to our other employees.

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2022 BASE SALARY

Base salary amounts for 2022 remained unchanged from 2021 amounts. The 2021 amounts were established in the NEOs’ respective employment agreements at competitive levels designed to reflect their experience and expertise and to motivate their continued service with our Company following the Internalization.

2022 AIP AWARDS

The AIP is designed to reward achievement of annual goals that support long-term value creation through the opportunity to earn cash payments. The awards described below were based on 2022 performance, were paid out in the first quarter of 2023, and are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

As described in detail below, the Company’s 2022 performance was below the threshold levels for the quantitative metrics of absolute and relative “Core” ROAE. Our Compensation Committee determined that the executive team achieved target-level performance with respect to the AIP’s qualitative metrics, yielding payouts of 50% of the NEOs’ respective target amounts.

2022 AIP Award Values

Each NEO’s target AIP award value was set in his respective employment agreement as a percentage of his base salary as follows, with an opportunity to earn 0% to 200% of the target value:

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

Our Compensation Committee believes these award values appropriately reflect internal pay equity considerations, will motivate achievement of the performance goals described below and are competitive within the marketplace for talent, while the cap of 200% of target helps protect our Company against imprudent risk taking.

2022 AIP Award Structure

The percentage of each NEO’s target award value earned was dependent on achievement of a mix of strategic objectives and financial metrics portrayed below:

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Compensation Discussion and Analysis

Our Compensation Committee assigned even weighting to the strategic component and financial component to recognize the value of both qualitative and quantitative measures of corporate performance and to incentivize a range of achievements relevant to our growing company’s long-term success. Detailed information about these performance goals and 2022 results follows.

AIP awards for 2023 will be earned based 50% on achievement of the strategic objectives used for the 2022 awards, 25% based on achievement of “run-rate” ROAE targets and 25% based on achievement of change in book value per share targets. Details of these performance metrics and the 2023 awards’ structure will be included in our 2024 proxy statement.

Strategic Component of 2022 AIP Awards – Goals and Results

Our Compensation Committee established specific assessment factors for each of the strategic objectives in the AIP awards for 2022, as follows:

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 • Actively manage corporate liquidity and comply with financial covenants • Grow equity capital to achieve economies of scale, larger market presence and increasing liquidity for stockholders
Risk management	30%	• Use a comprehensive risk management framework to mitigate various risks, including credit risk, financing and liquidity risk, internal control and operational risk, and IT infrastructure and cybersecurity risk • Assess business counterparties
Stockholder/investor focus	20%	• Generate detailed, transparent and accurate public company disclosures • Engage equity and debt investors through a robust investor relations program • Attend various equity and fixed income industry conferences and execute marketing efforts
Enhancing franchise value	20%	• Enhance the Company’s brand and presence in the CRE market to further growth opportunities • Maintain a first-class team with highly skilled and experienced professionals with broad CRE lending relationships • Expand the Company’s reputation in the market as a fair and reliable business counterparty

The NEOs are evaluated collectively with respect to their performance against these objectives. To the extent that achievement of any of these qualitative metrics exceeded the target level of performance, our Compensation Committee had the discretion under the AIP to apply an aggregate multiplier of between one and two based on the actual achievement of the qualitative metric above target. To the extent that achievement of any of these qualitative metrics fell below the target level of performance, our Compensation Committee had the discretion under the AIP to apply an aggregate multiplier of between zero and one based on the actual achievement of the qualitative metric below target.

At the conclusion of the one-year performance period, our Compensation Committee conducted a thorough assessment of our executive team’s performance against the factors set forth above. The committee

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acknowledged the uncertain and challenging market conditions that prevailed during 2022 and focused on whether the objectives that will position our Company for long-term success had been achieved. The committee’s performance assessment for the 2022 AIP’s strategic factors is summarized below:

	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)

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	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 platform brand and presence in the CRE lending markets through loan originations during the first half of the year, and maintained an active, constructive dialogue with borrowers and other industry participants in the second half of the year, despite a significant decrease in transaction volumes across the real estate market • 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

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Compensation Discussion and Analysis

Following this review, our Compensation Committee determined that the NEOs had achieved the objectives of the Strategic Component of the 2022 AIP awards at target levels of performance.

Financial Component of 2022 AIP Awards – Goals and Results

The Financial Component of the 2022 AIP awards was split between absolute and relative measures of “Core” ROAE performance, with a heavier weighting on the absolute value. This mix and weighting of absolute and relative measures places a premium on achieving the “Core” ROAE goal established in our Company’s internal financial plan while also providing an incentive to outperform peers that are relevant comparators for corporate performance.

“Core” ROAE is calculated as the ratio of (i) our Company’s Distributable Earnings generated during the performance period to (ii) our Company’s average common stockholders’ equity during the performance period, as measured on each of the first and last day of the period. For these purposes, Distributable Earnings are as reported in our Company’s publicly filed financial reports, excluding the effects of certain non-cash items and one-time charges that we believe are not indicative of our Company’s overall operating performance. Distributable Earnings is used to calculate this “Core” ratio instead of GAAP earnings as it is a better measure of a commercial mortgage REIT’s run-rate operating performance and is intended to over time serve as a general, though imperfect, proxy for our taxable income. As such, Distributable Earnings is considered a key indicator of our ability to generate sufficient income to pay our dividends, which is the primary focus of income-oriented investors who comprise a meaningful segment of our stockholder base. For additional information, see the Appendix – Definitions and GAAP Reconciliation.

Our Compensation Committee selected “Core” ROAE as the financial metric to be used in the AIP because it is an important valuation metric for commercial mortgage REITs like our Company that reflects efficient use of investors’ capital and management’s sound investment decisions. “Core” ROAE emphasizes the efficient generation of earnings from our Company’s equity capital that can be distributed to our Company’s stockholders as dividends, substantially reflects performance over time and encompasses all aspects of investment activities, including interest income received on loans net of borrowing costs, as well as realized gains and losses on investments, if any.

To measure relative “Core” ROAE performance, our Company’s absolute result is compared to the results of a comparator group of companies that share the following characteristics:

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All are mortgage REITs;

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All have investment portfolios focused on commercial mortgages;

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They constitute our Company’s primary public commercial mortgage REIT competitors for investment;

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They have long-term capital and return profiles similar to our Company’s profiles; and

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External market conditions generally affect them in ways similar to how our Company is affected.

The comparator group used to measure “Core” ROAE results for the 2022 AIP awards consisted of the following companies:

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ACRES Commercial Realty Corp.

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Apollo Commercial Real Estate Finance, Inc.

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Ares Commercial Real Estate Corporation

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Blackstone Mortgage Trust, Inc.

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BrightSpire Capital, Inc.

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KKR Real Estate Finance Trust Inc.

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Ladder Capital Corp

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TPG RE Finance Trust, Inc.

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Compensation Discussion and Analysis

Our Compensation Committee established the following pay-out matrix to determine achievement under the Financial Component of the 2022 AIP awards. The percentage earned is to be linearly interpolated when the level of performance is between Threshold and Target or between Target and Maximum.

Level of
Performance

Absolute “Core”
ROAE

Percentage Earned

Below Threshold

<2.0%

0% of Target

Threshold

2.0%

25% of Target

Target

6.0%

100% of Target

Maximum

≥9.0%

200% of Target

Actual

1.8%

0% of Target

Level of
Performance

Relative “Core” ROAE

Percentage Earned

Below Threshold

<25th percentile

0% of Target

Threshold

25th percentile

25% of Target

Target

50th percentile

100% of Target

Maximum

≥75th percentile

200% of Target

Actual

<25th percentile

0% of Target

As indicated above, the Company’s actual “Core” ROAE for 2022 was 1.8% (below the threshold level for the absolute measure), which was outside the range of the comparator group companies’ results (i.e., below the threshold level for the relative measure). The total Financial Component of the 2022 AIP awards was achieved at 0% of target, as shown below:

Total Financial
Component
Results

Absolute
Performance
Percentage Earned
(66.7% weighting)

Relative Performance
Percentage Earned
(33.3% weighting)

Total Percentage
Earned

0% of Target

AIP Award Payouts

The 100% of target earned from the Strategic Component combined with the 0% of target earned from the Financial Component resulted in 2022 AIP payouts equal to 50% of each NEO’s respective target award, as shown below:

2022 AIP
Award
Payouts

Strategic
Component