J.D. Siegel
About J.D. Siegel
J.D. Siegel, 50, serves as Executive Vice President—General Counsel and Secretary of Claros Mortgage Trust (CMTG) and is General Counsel and Chief Operating Officer of Mack Real Estate Group (MREG). He joined MREG in 2015 after senior legal roles at Aetos Capital Real Estate and Centerbridge Partners; he began his legal career at Shearman & Sterling and also worked in consulting at ZEFER and in organizational development, investor relations, and as a speechwriter at Staples. He holds a B.A. from Brandeis University, a J.D. from the University of Michigan Law School, and an M.B.A. from the Stephen M. Ross School of Business at the University of Michigan . As context for performance alignment, company-disclosed metrics include Total Shareholder Return (TSR), Net Income (Loss), and Distributable Earnings (Loss); TSR fell sharply in 2024, and both Net Income and Distributable Earnings were negative .
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| TSR ($ value of $100 initial investment) | 98.68 | 97.63 | 100.41 | 35.72 |
| Peer Group TSR ($) | 94.90 | 71.80 | 82.17 | 93.33 |
| Net Income (Loss) ($mm) | 170.54 | 112.06 | 6.03 | (221.27) |
| Distributable Earnings (Loss) ($mm) | 168.45 | 194.35 | 39.94 | (95.65) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mack Real Estate Group (MREG) | General Counsel and Chief Operating Officer | Not disclosed | Senior legal and operational leadership for manager to CMTG |
| Aetos Capital Real Estate | General Counsel and Chief Compliance Officer | Not disclosed | Led legal and compliance at Asia-focused real estate investment manager |
| Centerbridge Partners | Assistant General Counsel | Not disclosed | Legal leadership at private equity firm |
| Shearman & Sterling | Legal career began (attorney role not specified) | Not disclosed | Foundational legal training at global law firm |
| ZEFER Corporation | Management Consultant | Not disclosed | Internet strategy; firm later acquired by NEC Corp. of America |
| Staples, Inc. | Organizational Development, Investor Relations, Speechwriter | Not disclosed | Corporate communications and IR support at large retailer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
Note: CMTG is externally managed and does not pay cash compensation directly to executive officers. Salary and bonus for Mr. Siegel reflect allocable amounts incurred by the Manager or affiliates and reimbursed by CMTG under the Management Agreement .
| Year | Salary ($) | Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 81,986 | 192,195 | — | 1,595,158 |
| 2023 | 133,125 | 310,625 | — | 782,750 |
| 2024 | 125,531 | 302,690 | — | 910,221 |
Performance Compensation
CMTG’s NEO compensation is equity-heavy and primarily consists of time-based RSUs; the company does not disclose performance-vesting metrics or weightings for executives due to its externally managed model .
RSU Grants
| Grant Year | Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2024 | 3/25/2024 | 50,000 | 482,000 | 1/3 on 4/1/2025, 1/3 on 4/1/2026, 1/3 on 4/1/2027; dividend equivalents on unvested RSUs |
Additional grant cohorts referenced in outstanding awards: 6/14/2022 (tranches vesting 7/1/2023, 7/1/2024, 7/1/2025) and 3/30/2023 (tranches vesting 4/1/2024, 4/1/2025, 4/1/2026). Unit counts for these cohorts are not disclosed at the individual level in the proxy .
Options and Stock Vested (2024)
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| J.D. Siegel | 33,521 | 281,281 |
Outstanding Equity Awards at FY-End 2024
| Name | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| J.D. Siegel | 93,523 | 422,724 (using $4.52 closing price on 12/31/2024) |
Pay-versus-Performance metrics and incentive structure
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs | n/a (no performance metric) | n/a | n/a | Grant date fair value (2024: $482,000) | 3 equal annual tranches beginning 4/1/2025 |
Equity Ownership & Alignment
- Beneficial ownership and alignment
- Insider beneficial ownership: 70,711 shares; less than 1% of outstanding common stock as of April 7, 2025 .
- Anti-hedging and anti-pledging: hedging (e.g., collars, swaps) and pledging/margin purchases prohibited by Insider Trading Policy .
- Director stock ownership guidelines exist (3x annual cash retainer), but no executive ownership guidelines disclosed; director guideline calculation includes time-vesting RSUs and Deferred Stock Units .
| Holder | Common Stock Owned (#) | Percent of Class |
|---|---|---|
| J.D. Siegel | 70,711 | * (<1%) |
- Vesting calendar and potential selling pressure windows
- Upcoming tranches: 7/1/2025 (2022 grant cohort), 4/1/2025, 4/1/2026, 4/1/2027 (2023/2024 grant cohorts) .
- None of the NEOs held options in 2024; equity is RSUs, which typically creates tax withholding-related share sales upon vesting rather than option exercise-driven selling .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement with CMTG | Executives are employees of the external Manager; CMTG does not have cash compensation agreements with NEOs . |
| Severance multiples | Not disclosed; no cash severance noted in proxy for NEOs; Cullinan received no separation payments upon resignation . |
| Change-in-control treatment | If successor does not assume/substitute outstanding equity, equity immediately vests/exercises prior to closing; if assumed, awards continue per terms . |
| Death/Disability | Unvested RSUs vest in full upon death or disability; estimated accelerated value for Siegel: $422,724 at $4.52/share as of 12/31/2024 . |
| Clawback | Compensation recovery policy adopted for Section 16 officers for erroneously paid incentive compensation on/after Oct 2, 2023; applies to time- and performance-vesting equity . |
| Hedging/Pledging | Prohibited (options, short sales, prepaid forwards, equity swaps, collars, exchange funds, margin purchases, pledging as collateral) . |
| Deferred Compensation | Plan allows deferral of RSU settlement into Deferred Stock Units; no equity awards were deferred by NEOs in 2024 . |
| Non-compete / Non-solicit / Garden leave | Not disclosed in proxy. |
Governance, Compensation Committee, and Shareholder Feedback
- Compensation Committee: Vincent Tese (Chair), Derrick D. Cephas, Pamela Liebman; committee recommended inclusion of CD&A in proxy; no interlocks/insider participation requiring disclosure .
- Compensation consultant: Farient Advisors engaged to advise on size of 2025 equity award pool; assessed independent and conflict-free per SEC/NYSE rules .
- Say-on-Pay: 83% approval at 2024 Annual Meeting; next say-on-pay expected in 2026 .
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2024 | ~83% |
Investment Implications
- Alignment and retention: Equity awards are time-based RSUs with multi-year vesting (4/1 and 7/1 tranches), supporting retention but with limited direct performance linkage; anti-hedging/anti-pledging policies reduce alignment risk from derivatives/pledges .
- Selling pressure windows: Expect periodic tax-withholding share sales around vest dates (e.g., 4/1 annually and 7/1/2025), but no options outstanding that would drive exercise-related pressure; realized 2024 vesting for Siegel was 33,521 shares, $281,281 value .
- Pay vs performance: 2024 TSR of 35.72 and negative Net Income/Distributable Earnings highlight underperformance versus the Dow Jones U.S. Mortgage REIT Index peer TSR of 93.33; equity grant values remain fixed at grant but “compensation actually paid” declines when fair values remeasure lower, signaling tighter alignment through mark-to-market .
- Risk and protections: Death/disability RSU acceleration ($422,724 for Siegel) exists; change-in-control acceleration is conditioned on non-assumption of awards, and clawback rules apply broadly to equity—reducing windfall risk and improving governance quality .