Richard Ressler
About Richard Ressler
Richard Ressler, age 66, has served as director and Chairman of the Board of CMCT since March 2014. He is founder and president of Orchard Capital and executive chairman of CIM Group; his background spans investment management, real estate, and corporate finance. He holds a B.A. from Brown University and J.D. and M.B.A. degrees from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ziff Davis, Inc. (Nasdaq: ZD) | Non‑Executive Chairman; CEO (earlier) | Chairman 1997–May 2022; CEO 1997–2000 | Led board oversight for media/tech portfolio |
| Brooke Group Limited / Vector Group, Ltd. (NYSE: VGR) | Vice Chairman; executive capacities | 1988–1994 | Corporate finance and M&A leadership |
| Drexel Burnham Lambert, Inc. | Investment banking (M&A, financing) | Pre‑1988 | Middle‑market financings/M&A |
| Cravath, Swaine & Moore LLP | Corporate associate (capital markets/M&A) | Began 1983 | Public offerings, private placements, M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIM Group | Executive Chairman; officer of affiliates | Ongoing | Strategic leadership across real assets/lending |
| CIM Real Estate Finance Trust, Inc. (CMFT) | CEO & President; Chairman | CEO/President since Feb 2018; Chairman since Aug 2018 | Chairs Investment Risk Management Committee since Apr 2022; prior Nominating & Corporate Governance member (Aug 2018–Mar 2022) |
| CIM Income NAV, Inc. | CEO, President, Director; Chairman | Feb 2018–Dec 2021 | Led through merger into CMFT Dec 2021 |
| CCIT III (Cole Office & Industrial REIT III) | CEO, President, Director; Chairman | Feb 2018–Dec 2020 | Led through merger into CMFT Dec 2020 |
| CCIT II | Director | Jan 2019–Mar 2021 | Board member until merger with Peakstone Realty Trust Mar 2021 |
| CCPT V | Director | Jan 2019–Oct 2019 | Board service |
| OFSAM Holdings | Chairs Executive Committee | Since 2001 | Credit/structured credit asset management governance |
| OCV Management, LLC | Chairs Executive Committee | Since 2016 | Technology investor/operator governance |
Board Governance
- Role: Chairman of the Board at CMCT; not listed as a member of standing committees .
- Committee structure and independence: Audit Committee (Elaine Wong, chair; John Hope Bryant; Marcie Edwards) – all independent and financially literate; Compensation Committee (Douglas Bech, chair; Elaine Wong) – independent; Nominating & Corporate Governance (Douglas Bech, chair; Marcie Edwards) – independent .
- Independence status: The Board determined independent directors are Bech, Bryant, Edwards, and Wong; Ressler is not independent given affiliations with CIM Group and related entities .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors hold at least one executive session per year without management .
Fixed Compensation
| Component | 2024 (Ressler) | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $0 | Non‑independent directors Ressler, Kuba, Shemesh received no director compensation other than reimbursement of expenses . |
| Committee Chair/Membership Fees | $0 | No fees disclosed for non‑independent directors . |
| Meeting Fees | $0 | Not disclosed; only expense reimbursement . |
For context, independent director cash retainer was $55,000 and Audit Chair additional $20,000, payable quarterly .
Performance Compensation
| Metric/Instrument | 2024 | 2025 Policy (Expected) | Notes |
|---|---|---|---|
| Director equity awards (independent directors) | 108 restricted shares granted Aug 6, 2024; grant‑date fair value $54,786; time‑based vest on anniversary | Annual restricted shares valued at $55,000 on grant date; time‑based vesting | Company does not link director equity to performance metrics; Ressler did not receive director equity awards in 2024 . |
Other Directorships & Interlocks
| Company | Relationship to CMCT | Potential Interlock/Conflict Vector |
|---|---|---|
| CIM Group affiliates (Operator/Administrator) | Provide management and administration under Investment Management Agreement and Master Services Agreement | Agreements are long‑term, broadly mandated; fees payable regardless of performance; limited termination rights may reduce Board flexibility; Ressler’s leadership at CIM heightens conflict sensitivity . |
| CMFT (non‑listed REIT) | CEO/President; Chairman | Shared leadership within CIM ecosystem may create information flow advantages and related‑party considerations . |
Expertise & Qualifications
- Real estate, infrastructure, debt, and portfolio management experience via CIM; extensive public company board leadership (ZD) and credit/tech platforms (OFSAM, OCV) .
- Legal and finance training (Brown BA; Columbia JD/MBA); career foundation in elite law firm and investment banking focused on M&A/financing .
Equity Ownership
Total beneficial ownership snapshots (direct and indirect, per company record date):
| Metric | Mar 3, 2025 | Aug 26, 2025 |
|---|---|---|
| Common shares outstanding (CMCT) | 13,270,164 | 789,251 |
| Richard Ressler – Common Stock (beneficial) | 1,247,771 (9.4%) | 49,908 (6.3%) |
| Richard Ressler – Series A Preferred | 568,681 (14.0%) | 568,681 (14.1%) |
| Richard Ressler – Series A1 Preferred | 200,000 (2.2%) | 36,663 (0.4%) |
Indirect holdings via CIM‑affiliated entities (illustrative breakdown at Aug 26, 2025):
| Holder (CIM affiliate) | Instrument | Shares |
|---|---|---|
| CIM CMCT MLP, LLC | Common | 37,414 |
| CIM Urban Sponsor, LLC | Common | 1,930 |
| CIM Real Assets & Credit Fund | Common | 1,584 |
| CIM Capital Real Property Management, LLC | Common; Series A1 Preferred | 8,480 Common; 36,663 Series A1 |
Notes:
- Ressler, Shemesh, and Kuba share voting and investment power over CIM affiliate holdings; each disclaims beneficial ownership except to pecuniary interest .
- Ressler has sole voting/investment power over 500 common shares held by a subsidiary of a family trust .
Hedging/Pledging Policy:
- Hedging and short‑selling of CMCT securities are prohibited for directors; pledging is only permitted with approval from a designated company attorney .
Governance Assessment
- Board effectiveness: Clear separation of committee oversight among independent directors (audit, compensation, nom/gov); independent Audit Chair designated as “financial expert,” and independent executive sessions occur annually, supporting oversight quality .
- Independence and conflicts: Ressler is not independent and is Chairman while serving as executive chairman of CIM. CMCT relies on CIM affiliates as Operator/Administrator under broad, long‑tenure agreements with fees payable regardless of performance and limited termination rights—this is a structural conflict risk and a governance red flag that can affect investor confidence .
- Alignment and ownership: Significant beneficial ownership through direct and CIM‑affiliated holdings suggests economic alignment; however, shared voting over affiliated holdings and the fee‑based external management structure can dilute pure shareholder alignment incentives .
- Attendance/engagement: Board met 8 times in 2024; all directors met at least 75% attendance—no attendance red flags noted .
- Compensation signals: Ressler received no director compensation (cash/equity) in 2024; independent directors receive modest cash retainers and time‑vested restricted shares, with no performance metrics—limited pay‑for‑performance signaling at the director level .
- Market/listing environment: Multiple reverse stock split proposals (Mar and Aug 2025) were pursued to address Nasdaq minimum bid price compliance—while not specific to Ressler, this backdrop raises broader governance and capital markets risk awareness for investors .
Related‑Party Transactions (Conflict Indicators)
- CMCT’s Investment Management Agreement with CIM Capital and Master Services Agreement with CIM Service Provider (Administrator) include a Fee Waiver framework (effective retroactively to Jan 1, 2022) but permit reversion to full fees after an “Excess Quarter” at the option of independent directors. Fees can be payable irrespective of performance; agreements are difficult to terminate, potentially reducing Board leverage over external manager economics—core conflict area given Ressler’s CIM leadership .
Director Compensation (Independent Director Context)
| Name | Fees Earned (2024) | Share Awards (2024) | Total (2024) |
|---|---|---|---|
| Douglas Bech | $55,000 | $54,786 | $109,768 |
| John Hope Bryant | $55,000 | $54,786 | $109,768 |
| Marcie Edwards | $55,000 | $54,786 | $109,768 |
| Elaine Wong | $75,000 | $54,786 | $129,786 (includes Audit Chair retainer) |
Messrs. Kuba, Ressler, and Shemesh did not receive compensation for Board service in 2024, other than reimbursement of expenses .
Insider Trades
- No Form 4 transactions for Richard Ressler were disclosed in the provided CMCT proxy/10‑K/10‑Q materials; separate SEC Form 4 review would be required (not included in retrieved documents).
Years of Service and Attendance Summary
- Years on CMCT Board: Since March 2014 (Chairman) .
- 2024 meeting attendance: Each director attended at least 75% of Board and committee meetings; independent directors held at least one executive session .