Richard S. Ressler

About Richard S. Ressler

Richard S. Ressler (age 66) is Chairman, Chief Executive Officer, and President of CIM Real Estate Finance Trust, Inc. (CMRF), serving as CEO/President and director since February 2018 and Chairman since August 2018; he also chairs the board’s Investment Risk Management Committee . He is Executive Chairman and co‑founder of CIM Group, L.P., indirect parent of CMRF’s external manager, and previously held senior roles at Brooke Group/Vector Group, Drexel Burnham Lambert, and Cravath; he holds a B.A. from Brown and J.D./M.B.A. degrees from Columbia University . There is no public market for CMRF shares, so TSR is not available; the company reported FY2024 net loss attributable to the company of $292.3 million and cash flows from operating activities of $161.2 million . The board operates with a combined CEO/Chair structure and no Lead Independent Director; independent committees (Audit, Compensation, Nominating) provide oversight .

Past Roles

External Roles

Fixed Compensation

CMRF is externally managed and did not pay cash compensation to Mr. Ressler in 2024; he is employed by affiliates of CIM. Accordingly, there is no CMRF-paid base salary, target bonus, or perquisites disclosed for Mr. Ressler .

Performance Compensation

CMRF granted no equity or options to Mr. Ressler for 2024; only the CFO received RSUs under the Manager Equity Plan. The compensation committee identified Net Income (Loss), Cash Flows from Operating Activities, and Net Debt Leverage Ratio as performance measures considered in 2024 decisions, but it does not specifically link “compensation actually paid” to these measures, and no such linkage exists for Mr. Ressler .

No equity awards or options granted to Mr. Ressler in 2024; CFO awards vest over 3 years and accelerate on change of control, but do not apply to Mr. Ressler .

Equity Ownership & Alignment

Vested vs. unvested, options, and guidelines:

• No CMRF RSUs/options reported for Mr. Ressler; thus no exercisable/unexercisable balances or vesting overhang .
• No director/exec ownership guideline status disclosed for Mr. Ressler .

Employment Terms

• Employment relationship: Mr. Ressler serves as CMRF CEO/Chair but is employed by CIM affiliates; CMRF pays management/advisory fees to the manager (CMFT Management) and reimbursements per the Management Agreement .
• Management Agreement economics: Base Management Fee equals the greater of $250,000 per year or 1.50% per annum of Equity; 2024 management fees totaled $39.3 million; expense reimbursements were $12.0 million . Incentive Compensation formula is 20% of Core Earnings above a 7% hurdle on Consolidated Equity; none was payable in 2024 .
• Term/termination: Agreement auto-renews annually; Company can terminate without cause by 2/3 independent director vote (unsatisfactory performance or unfair fees) with 180 days’ notice; termination fee equals 3× average annual Management Fee plus Incentive Compensation from prior 24 months; cause termination avoids fee . Similar renewal/termination constructs exist for the Investment Advisory Agreement and CLR advisory agreements, each with a 3× termination fee if terminated without cause .
• Change-of-control: No individual CEO severance detailed; CFO RSUs accelerate on change of control, but no such awards for Mr. Ressler at CMRF .

Board Governance

• Roles and independence: Mr. Ressler is both Chairman and CEO; there is no Lead Independent Director. Independent directors chair Audit (Silver), Compensation (Kretzmer), and Nominating & Corporate Governance (Duncan) and all three committees are fully independent .
• Committee leadership: Mr. Ressler chairs the Investment Risk Management Committee; majority of members are independent .
• Attendance: Board held five meetings in 2024; all directors attended all board and committee meetings; four of five directors attended the 2024 annual meeting .
• Independence majority: In 2024 and currently, a majority of the board is independent under NYSE/NASDAQ standards (though shares are not listed) .

Dual‑role implications:

• Combined Chair/CEO with no Lead Independent Director concentrates authority; company cites independent committee structure, annual director elections, and related‑party transaction approvals by the Audit Committee as mitigants .
• Mr. Ressler’s simultaneous leadership at CIM (manager), sub‑advisor affiliations, and CMRF creates inherent related‑party conflicts; board policies require independent review/approval and allocation frameworks to mitigate conflicts .

Compensation Structure Analysis

• No CMRF cash or equity compensation to Mr. Ressler in 2024; the company initiated equity awards only to the CFO under the Manager Equity Plan in 2024 .
• Performance metrics disclosed for the company’s pay‑versus‑performance regime include net income (loss), operating cash flows, and net debt leverage; however, the committee does not tie “compensation actually paid” mechanically to these, and none apply to Mr. Ressler’s pay since he received none from CMRF .
• Compensation consultant: Ferguson Partners engaged for equity framework and director benchmarking; determined independent under SEC rules .

Related Party Transactions (salient items)

• External management and advisory: Significant fees to CMFT Management and the Investment Advisor, with 3× termination fee constructs; no Incentive Compensation paid in 2024 .
• Sub‑advisory: OFS Capital Management, affiliated with Mr. Ressler, receives sub‑advisory fees equal to 50% of certain advisory/incentive fees designated by the Investment Advisor; either party can terminate on 30 days’ notice .
• Co‑investment/affiliate transactions: Multiple co‑investments and transactions with CIM‑advised vehicles (e.g., first mortgage loans; corporate senior loans; CLO participation) and development/property management agreements with CIM affiliates; Audit Committee/independent director approval standards apply .
• Conflict mitigation: Policies require independent approval, fair‑value tests, and allocation committees for opportunity-sharing among CIM programs .

Performance & Track Record

• Revenues/EBITDA: Values marked with an asterisk were retrieved from S&P Global.
• Net loss and operating cash flows are from the company’s Pay Versus Performance disclosure for 2024 .

Director Compensation (Mr. Ressler)

• As an officer of CIM/affiliates, Mr. Ressler received no cash retainers or equity compensation for CMRF board service .

Other Directorships & Interlocks

• Current public company boards: CMCT Chairman; previously Ziff Davis non‑executive chairman (through May 2022) .
• Interlocks: OFS Capital Management (sub‑advisor) is affiliated with Mr. Ressler; CFO Nathan DeBacker served as an executive at CMCT (a company where Mr. Ressler serves as director), while both companies maintain independent compensation committees .

Employment Terms (Change‑of‑Control/Severance)

• No individual CEO employment contract or severance disclosed at CMRF; termination/change‑of‑control economics are embedded at the manager level via Management/Advisory Agreements (including 3× termination fees on without‑cause termination) .
• CFO RSUs fully vest upon a change of control; Mr. Ressler had no CMRF RSUs in 2024 .

Board Service History and Committees (Mr. Ressler)

• Board service: Director since Feb-2018; Chairman since Aug-2018 .
• Committee roles: Chair, Investment Risk Management Committee (since Apr-2022); prior member, Nominating & Corporate Governance Committee (Aug-2018 to Mar-2022) .
• Independence: Not independent (as CEO/Chairman) .

Equity Ownership Details

Risk Indicators & Red Flags

• Combined CEO/Chair and no Lead Independent Director (governance concentration risk), though mitigated by fully independent core committees .
• External manager fee structure and 3× termination fees can entrench externalization and complicate change‑of‑control or internalization; potential misalignment with shareholders during strategic transactions .
• Extensive related‑party dealings (sub‑advisory with OFS affiliate; co‑investments; affiliate property/development management) require tight independent oversight to manage conflicts .
• No public TSR metric; significant 2024 net loss despite positive operating cash flows; careful assessment of underwriting and asset quality warranted .

Investment Implications

• Alignment: Mr. Ressler receives no CMRF‑paid comp and holds a small disclosed beneficial stake via the manager; alignment for him is primarily through CIM economics and fee structures, not direct CMRF equity—heightening reliance on independent directors and contract design to protect shareholder interests .
• Retention/continuity: His leadership spans both CMRF and CIM; retention risk at the CMRF level is less about an employment contract and more about the durability/terms of the Management and Advisory Agreements, which auto‑renew and carry 3× termination fees if ended without cause .
• Trading signals: Lack of insider equity awards/sales for Mr. Ressler at CMRF reduces direct insider‑selling overhang for him; however, external manager incentives and potential related‑party transactions deserve elevated scrutiny, particularly around fee changes, internalization proposals, or portfolio rebalancing .
• Performance lens: With TSR not observable and 2024 net loss substantial while operating cash flows were positive, focus on credit performance, realized losses, fee drag, and asset rotation timeline is key when linking management execution to equity value creation .

Notes:

• Revenues and EBITDA marked with an asterisk were retrieved from S&P Global.