Christopher Filosa

About Christopher Filosa

CMCT disclosed that, contingent on the closing of its lending division sale to an affiliate of Peachtree Group, Christopher Filosa will be appointed Secretary of the Company, effective immediately after the outgoing CFO/Secretary Barry N. Berlin resigns at closing . No age, education, biography, or prior background for Mr. Filosa is provided in CMCT’s 2025 proxy statement, and he was not a named executive officer (NEO) covered by that proxy; the Company’s proxy emphasizes it is externally operated and that compensation for key executives (e.g., CEO, CFO) has historically been borne by affiliates, limiting disclosure at the CMCT level .

Past Roles

External Roles

Fixed Compensation

• No CMCT-level disclosure for Mr. Filosa’s base salary, target bonus, or cash compensation. The 2025 proxy states CMCT is externally operated; the CEO’s compensation is paid by an affiliate and not by CMCT, and even the CFO’s compensation attributable to time spent as CFO was borne by an affiliate—limiting CMCT’s direct compensation disclosure and board-setting of pay .
• As of the June 27, 2025 proxy, Mr. Filosa was not an NEO and therefore not covered by CMCT’s executive compensation tables .

Performance Compensation

• No disclosure for Mr. Filosa regarding annual incentive plan metrics, weightings, goals, payouts, or long-term incentive program structure (PSUs/RSUs/options) in CMCT’s 2025 proxy .
• Given CMCT’s external management structure, cash/equity awards for certain executives may be made or paid by affiliates, further limiting CMCT’s proxy-level detail .

Equity Ownership & Alignment

• Beneficial ownership: Mr. Filosa does not appear in the beneficial ownership tables covering directors/NEOs and 5% holders as of April 14–15, 2025; his appointment was disclosed later (Nov. 12, 2025) and contingent on closing .
• Hedging/pledging: CMCT prohibits directors, officers, and employees (and household members) from speculative transactions in CMCT equity, including buying/selling options, short selling, and hedging transactions. Pledging is permitted only with approval of a Company-designated attorney—reducing alignment risk from hedging/pledging but allowing limited, controlled pledging .
• Section 16 monitoring: Upon becoming an executive officer at closing, a Form 3 initial beneficial ownership statement is ordinarily required under Section 16; monitor for filing to assess initial equity holdings and subsequent Form 4 activity .

Employment Terms

• Appointment trigger: Mr. Filosa’s appointment as Secretary is effective “immediately after” Mr. Berlin’s resignation, which itself occurs “at the Closing” of the lending division sale—closing is subject to SBA consent and other conditions, implying timing/contingency risk on role commencement .
• Employment agreement, severance, and change-in-control: No CMCT disclosure for Mr. Filosa. By contrast, Mr. Berlin’s separation economics were disclosed (severance and incremental payments), underscoring that CMCT will file material terms when applicable; none were provided for Mr. Filosa at this time .
• Clawbacks and trading policy: While CMCT’s hedging/pledging restrictions are explicit, the proxy does not detail a specific clawback policy text in the cited sections; continue to monitor future proxies or governance documents for clawback language updates .

Performance & Track Record

• Tenure and operating impact: Mr. Filosa’s role is tied to closing of the transaction; no CMCT-reported operational track record is yet available .
• Context on corporate actions: On Nov. 12, 2025, CMCT announced a definitive agreement to sell its lending division (estimated $44M purchase price, ~$31M expected net cash proceeds, subject to adjustments/conditions), accompanied by management changes including Mr. Filosa’s planned appointment as Secretary, conditional on closing . Public market coverage noted a sharp intraday stock reaction to the announcement, highlighting event-driven trading sensitivity around strategic portfolio shifts and leadership transitions .

Compensation Structure Analysis

• Transparency constraint: CMCT’s external management model means key executive pay (including CEO) is paid by affiliates, and even CFO-related compensation was borne by an affiliate, reducing CMCT’s direct disclosure of salary/bonus/equity design for executives not designated as NEOs—an investor consideration for pay-for-performance alignment visibility .
• No evidence of option repricing, discretionary bonuses, or modified performance targets for Mr. Filosa, as no award-level detail has been disclosed .
• Hedging/pledging policy lowers misalignment risk; pledging requires formal approval, limiting potential collateral-driven selling pressure .

Risk Indicators & Red Flags

• Alignment risk: Limited disclosure on Mr. Filosa’s compensation, equity ownership, and award terms (common in externally managed structures) may constrain visibility into true pay-for-performance alignment .
• Transition risk: Appointment timing is conditioned on closing (SBA consent and other closing conditions), creating uncertainty on start date and associated Section 16 ownership reporting .
• Trading policy mitigants: Prohibitions on hedging/shorting and tightly controlled pledging reduce hedging/pledging misalignment risks .

Monitoring Checklist (near-term)

• Confirm closing of lending division sale; upon effectiveness, verify Mr. Filosa’s appointment and look for a Form 3 (initial ownership) and any subsequent Form 4 filings to assess ownership scale and potential selling pressure .
• Watch CMCT’s next proxy for any updated NEO list including Mr. Filosa, and for details on any retention grants, vesting schedules, or change-in-control provisions applicable to his role .
• Track any 8-K Item 5.02 filings that might disclose compensatory arrangements for Mr. Filosa, if implemented post-closing .

Investment Implications

• Near-term, the key “trading signal” is transactional: Mr. Filosa’s appointment is linked to closing of a strategic divestiture; the event path (SBA consent, closing) and any subsequent governance or compensation disclosures could catalyze incremental price action and inform alignment views .
• From a governance and alignment perspective, external management and affiliate-paid compensation limit transparency into Mr. Filosa’s pay levers and performance metrics; investors should prioritize Section 16 ownership updates and future proxies for evidence of meaningful “skin in the game” and clear incentive metrics/vesting schedules .
• CMCT’s hedging/pledging policy mitigates a key red flag (hedging) and requires approval for pledging—supportive for alignment, with the caveat that any approved pledging should be closely scrutinized for potential selling pressure risk .