W. Brian Kretzmer
About W. Brian Kretzmer
Independent director since February 2018; age 72 as of April 29, 2025. Veteran technology executive with prior CEO and CFO experience and deep accounting/audit expertise. Education: B.A. from Montclair State University and M.B.A. from Fairleigh Dickinson University . Current CMRF roles include Compensation Committee Chair (since February 2024), Audit Committee member (since August 2018), and Nominating & Corporate Governance Committee member (since April 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MAI Systems Corporation (Hotel Information Systems) | Chief Executive Officer | 1999–2006 | Led enterprise solutions provider in lodging; operational and financial leadership |
| MAI Systems Corporation | Chief Financial Officer | 1993–1996; 1999–2000 | Accounting and finance leadership |
| CINAV (CIM Income NAV, Inc.) | Independent Director; Audit and Valuation/Compensation/Affiliate Transactions Committees | Feb 2018–Dec 2021 (merged into CMRF) | Oversight roles until merger |
| CCIT III (Cole Office & Industrial REIT III) | Independent Director | Feb 2018–Dec 2020 (merged into CMRF) | Governance during pre-merger period |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ziff Davis, Inc. (NASDAQ: ZD) | Director | Since July 2007 | Member of Compensation and Audit Committees; previously Audit Chair for eight years |
| Private firms (various) | Investor/Consultant | Ongoing | Operates own consultancy; investor in several private firms |
Interlock note: CMRF’s CEO/Chair Richard S. Ressler served as non-executive chairman of Ziff Davis (formerly j2Global) until May 2022; Kretzmer remains a ZD director—historical network tie but no current cross-directorship with Ressler at ZD .
Board Governance
- Independence: Board determined Kretzmer meets NYSE/NASDAQ independence requirements; currently one of three independent directors comprising a board majority .
- Committees: Compensation (Chair), Audit (member), Nominating & Corporate Governance (member) .
- Audit committee financial expert: Designated by the board (alongside Messrs. Duncan and Silver) .
- Attendance: All directors attended 100% of board meetings and the meetings of their respective committees in 2024; four of five directors attended the 2024 annual meeting .
- Board leadership: CEO also serves as Chair; independent chairs lead key committees (Audit, Compensation, N&CG) .
- Manager oversight: Independent directors can terminate the Management Agreement without cause by a two‑thirds vote, subject to termination fee provisions; can terminate for cause without fee .
Fixed Compensation
| Component (Independent Director Program) | Amount | Notes |
|---|---|---|
| Annual cash board retainer | $80,000 through Q3 2024; increased to $100,000 beginning Q4 2024 | Payable quarterly in arrears; benchmarking by independent consultant supported increase |
| Audit Committee Chair fee | $20,000 | — |
| Audit Committee member fee (non‑Chair) | $10,000 | — |
| Compensation Committee Chair fee | $15,000 | Kretzmer as Chair since Feb 2024 |
| Nominating & Corporate Governance Chair fee | $15,000 | — |
| Compensation/N&CG/Investment Risk Mgmt member fee (non‑chair) | $5,000 | IRM Chair is CEO; independent directors may serve as members |
| Annual equity award (restricted stock) | $80,000 (Oct 1, 2024 grant); increased to $100,000 with $20,000 true‑up in Jan 2025 | Vests on one‑year anniversary of Award Date; valued at NAV per share |
| 2024 Director Compensation (Kretzmer) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $112,500 |
| Stock Awards (grant date fair value) | $80,000 |
| Total | $192,500 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Shares (Independent Director annual award) | Oct 1, 2024 | ~13,136 shares per independent director | Based on NAV $6.09/share | Vests Oct 1, 2025 (one‑year) | Time-based vesting; service on board required |
| Restricted Shares (True‑up) | Jan 2025 | N/A (value-based $20,000) | $20,000 | Not specified | True‑up to reflect increase from $80k to $100k annual equity award |
- No performance metrics (e.g., TSR, EBITDA, ESG) apply to director equity; awards are time‑vested service-based restricted stock under the 2022 Equity Plan .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Committees | Potential Conflict/Link |
|---|---|---|---|---|
| Ziff Davis, Inc. (ZD) | Current | Director | Compensation; Audit (former Chair 8 years) | Historical tie: CMRF CEO was ZD non‑exec Chair until May 2022 |
| CINAV | Prior | Independent Director | Audit; Valuation/Compensation/Affiliate Transactions | Entity merged into CMRF (Dec 2021) |
| CCIT III | Prior | Independent Director | — | Entity merged into CMRF (Dec 2020) |
Expertise & Qualifications
- Accounting/audit expertise; designated Audit Committee Financial Expert at CMRF .
- Technology industry leadership (CEO/CFO at MAI Systems); 40‑year veteran in technology industries .
- Public company board experience (ZD since 2007; eight years as Audit Chair) .
- Education: B.A. (Montclair State), M.B.A. (Fairleigh Dickinson) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| W. Brian Kretzmer | 113,392 | <1% | Includes 16,910.95 restricted shares issued under 2022 Equity Plan for board service |
- Annual independent director restricted stock grants in Oct 2024 (~13,136 shares each) vest Oct 1, 2025 .
- Hedging/pledging policy: All hedging/pledging of Company securities requires pre‑approval under the Amended and Restated Code of Business Conduct and Ethics and insider trading policy .
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair; Audit Committee Financial Expert; 100% attendance in 2024; extensive public company audit/comp experience; board uses independent compensation consultant (Ferguson Partners) to benchmark and design equity frameworks .
- Alignment: Director equity awarded annually with one‑year vesting; increased equity/cash retainer to $100,000 reflecting benchmarking; restricted stock aligns director interests with NAV/share performance .
- Oversight of external manager: Independent directors hold termination authority over Management Agreement (two‑thirds vote), providing leverage over manager performance/fees .
- Potential risks/red flags:
- External management structure with substantial fees and termination penalties; extensive related‑party transactions and co‑investments with CIM affiliates increase conflict complexity; independent committees oversee RPT approvals .
- Historical network tie via Ziff Davis (CEO previously Chair), though no current cross‑board service; monitor for information flow and perceived influence .
- Hedging/pledging permitted with pre‑approval rather than outright prohibition—monitor individual approvals to ensure alignment .
- No director‑specific related‑party transactions, loans, or pledged shares disclosed for Kretzmer in the proxy .
Overall: Kretzmer brings strong audit and compensation governance credentials and consistent engagement, which supports board effectiveness. The principal governance challenge remains the external manager structure and affiliate transactions; his roles on Audit and as Compensation Chair position him to influence fee discipline, equity plan design, and related‑party oversight .