Andrew Silberstein

About Andrew Silberstein

Andrew Silberstein, 57, has served as a director of Claros Mortgage Trust, Inc. since August 2015. He is Managing Director and Head of Private Markets at Almanac Realty Investors (NB Alternatives Advisers LLC), sits on the Almanac Investment Committee, and previously held roles at Stoltz Real Estate Partners (CIO/COO), founded AMS Real Estate Partners, and worked in real estate investment banking and private equity at Bear Stearns and Morgan Stanley. He holds a B.A. from Yale (1989) and an M.B.A. from NYU Stern (1995, Glucksman Fellow) . Mr. Silberstein was originally appointed pursuant to Almanac’s right to designate one director while ARS VII Claros Investor, LP owns ≥4.9% of outstanding common shares .

Past Roles

External Roles

Board Governance

• Committee assignments: Current Audit, Compensation, and Nominating & Corporate Governance Committees exclude Silberstein (Audit: Haggerty chair, Tese, Walter; Compensation: Tese chair, Cephas, Liebman; Nominating: Cephas chair, Liebman, Tese) .
• Independence: The Board could not determine Silberstein is independent under Director Qualification Standards because he is a managing director of NB Alternatives Advisors LLC, an affiliate with an interest in CMTG’s Manager . Almanac has a limited partnership interest in the Manager, making the Management Agreement a related‑party arrangement .
• Designation rights: He was appointed under Almanac’s board designation right; vacancies related to an Almanac designee must be filled by an Almanac designee while ARS VII or PARE groups each own ≥4.9% of the outstanding shares .
• Attendance: The Board held nine meetings in 2024; all directors then serving attended at least 75% of aggregate Board and committee meetings .
• Lead Independent Director: W. Edward Walter III serves as Lead Independent Director .

Fixed Compensation

Program structure (for Eligible Directors):

• 2024 cash retainers: Board member $80,000; Audit chair $20,000; Compensation chair $15,000; Nominating chair $15,000; Audit member $10,000; Compensation member $7,500; Nominating member $7,500; Lead Independent Director $30,000 .
• 2024 equity: Annual RSU grant valued at ~$120,000, vesting on first anniversary or next annual meeting; accelerates on change in control .
• Effective January 1, 2025: Annual RSU grant increased to $125,000; cash retainers increased (Board member $85,000; Audit chair $25,000; Compensation chair $20,000; Nominating chair $20,000; Audit member $12,500; Compensation member $10,000; Nominating member $10,000; Lead Independent Director $40,000) .

Performance Compensation

Note: Mr. Silberstein did not hold any outstanding equity awards as of December 31, 2024 and is not an Eligible Director under the Director Compensation Program .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment management, leveraged finance, and financial services domain expertise; extensive real estate investment banking and private equity background .
• Education: Yale University (B.A., 1989), NYU Stern (M.B.A., 1995; Glucksman Fellow) .

Equity Ownership

Stock ownership guidelines: Non‑employee directors must hold ≥3x annual cash retainer within five years; time‑vested RSUs and Deferred Stock Units count; performance units and unexercised options do not count .

Governance Assessment

• Independence risk: Board could not determine independence due to NB Alternatives Advisers LLC’s affiliate interest in CMTG’s Manager; Management Agreement negotiated among related parties with substantial fees (2024 management and incentive fee expense ~$36.2m; reimbursements ~$4.3m) — potential conflict and oversight complexity .
  — RED FLAG: Related‑party management structure with economic interest from Almanac .
• Designation rights: Almanac’s right to designate a director and obligation to refill vacancies while ownership thresholds persist concentrates influence; Silberstein originally appointed under this right .
  — RED FLAG: Persistent designation rights tied to significant shareholders .
• Alignment: Silberstein receives no director cash or equity under CMTG’s Director Compensation Program and held no equity awards as of year‑end 2024; beneficial ownership reported as zero — limited direct “skin‑in‑the‑game” alignment at the CMTG level .
  — Signal: Low direct ownership; however, he represents a significant shareholder (ARS VII/Almanac) .
• Engagement: Board met nine times in 2024; all directors met ≥75% attendance threshold — meets baseline engagement expectations .
• Related‑party controls: Audit Committee reviews related‑person transactions >$120,000; directors recuse where interested; policy requires arm’s‑length terms and stockholder interest considerations — mitigants to conflict risk .
• Committee influence: Silberstein is not on Audit, Compensation, or Nominating committees, limiting direct committee‑level influence on pay, audit, and nominations .

Notes on Policies and Context

• Deferred Compensation Plan enables non‑employee directors to defer cash retainers and RSUs into Deferred Stock Units; multiple directors elected deferrals in 2024, but Silberstein did not have awards/fees to defer .
• Stock ownership guidelines apply to non‑employee directors with a 3x retainer threshold; compliance by individual directors is not disclosed; Silberstein not participating in the Director Compensation Program .