Mary Haggerty
About Mary Haggerty
Mary Haggerty, age 65, has served as an independent director of Claros Mortgage Trust, Inc. (CMTG) since November 2021. She retired in March 2020 as a Managing Director in Capital Markets at JPMorgan Chase; prior roles include Senior Managing Director and Co-Head of Mortgage Finance at Bear Stearns, and she began her career as a Certified Public Accountant at Arthur Young & Company. She holds a B.S. in accounting from SUNY Albany and is an Audit Committee financial expert; her tenure on CMTG’s board is ~4 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase (Capital Markets) | Managing Director; led Portfolio Management Group | 2008–2020 (joined via Bear Stearns merger); part of 28 years across JPMorgan/Bear Stearns | Spearheaded restructuring of Chase Home Lending’s mortgage servicing portfolio; led businesses in Securitized Products (Plymouth Park Tax Services; Transaction Management; EMC Mortgage) |
| Bear Stearns | Senior Managing Director & Co-Head of Mortgage Finance | Pre-2008; included in 28 years combined with JPMorgan | Built and managed residential mortgage origination, acquisition, warehouse lending, and mortgage finance businesses |
| Arthur Young & Company | Certified Public Accountant | Early career | CPA credential; accounting foundation |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Rithm Property Trust (NYSE: RPT) | Board Member; Audit Committee Chair | Current (as of 2025 proxy) | Governance oversight; audit chair role |
| Great Ajax Corp (NYSE: AJX) | Board Member | Listed in 2024 proxy | Prior board listing; status updated in 2025 document to RPT |
| University at Albany Foundation | Board Member | Current | Serves on Dean’s Advisory Council for School of Business |
| Virtual Enterprises International, Inc. | Board Member; Treasurer | Current | Non-profit board leadership |
Board Governance
- Committee assignments: Audit Committee Chair; committee members include Vincent Tese and W. Edward Walter III; all Audit members independent and qualify as “audit committee financial experts” .
- Independence: Board affirmatively determined Mary Haggerty is independent under NYSE standards .
- Attendance and engagement: In 2024, the Board held nine meetings; all directors attended at least 75% of Board and committee meetings; Audit Committee met four times; Compensation Committee five times; Nominating Committee five times. Executive sessions of independent directors occur at least annually .
- Risk oversight: Cybersecurity oversight is delegated to the Audit Committee, which Haggerty chairs .
- Lead Independent Director: W. Edward Walter III serves as LID with responsibilities over agendas and executive sessions .
Board and committee activity (chronology):
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 9 | 9 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 4 | 5 |
| Nominating & Corporate Governance Committee meetings | 3 | 5 |
| All directors attended ≥75% | Yes | Yes |
Fixed Compensation
Director retainer schedule (annual, USD) showing YoY changes:
| Position | 2024 | 2025 |
|---|---|---|
| Board Member | $80,000 | $85,000 |
| Audit Committee Chair | $20,000 | $25,000 |
| Compensation Committee Chair | $15,000 | $20,000 |
| Nominating & Corporate Governance Chair | $15,000 | $20,000 |
| Audit Committee Member | $10,000 | $12,500 |
| Compensation Committee Member | $7,500 | $10,000 |
| Nominating & Corporate Governance Member | $7,500 | $10,000 |
| Lead Independent Director | $30,000 | $40,000 |
Mary Haggerty 2024 director compensation:
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 |
| Stock Awards ($) | $120,000 |
| Total ($) | $220,000 |
Notes:
- Non-employee directors may elect to receive cash retainers in fully vested RSUs via the Deferred Compensation Plan. 2024 elections were disclosed for other directors; no deferral election disclosed for Haggerty .
Performance Compensation
Annual director equity and vesting terms:
| Item | 2024 | 2025 |
|---|---|---|
| Annual RSU grant value | $120,000; number of RSUs = $120,000 ÷ closing price at grant date | $125,000; number of RSUs = $125,000 ÷ closing price at grant date |
| Vesting | Vests in full at earlier of 1-year anniversary or next annual meeting; accelerates upon change-in-control | Vests in full at earlier of 1-year anniversary or next annual meeting; accelerates upon change-in-control |
Mary Haggerty RSU status:
| Metric | As of Dec 31, 2024 |
|---|---|
| Unvested RSUs outstanding | 14,869 |
Performance metrics tied to director compensation:
| Metric | Description | Applies to Director RSUs |
|---|---|---|
| Financial/ESG performance conditions | No performance conditions disclosed; RSUs vest time-based | Not applicable |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration |
|---|---|---|
| Rithm Property Trust (NYSE: RPT) | Board Member; Audit Committee Chair | Same asset class focus (mortgage/credit REIT space); governance experience; no related-party transactions with CMTG disclosed |
| Great Ajax Corp (NYSE: AJX) | Board Member (2024 proxy) | Board seat in mortgage-related issuer; role updated in 2025 proxy to Rithm; no CMTG related-party transactions disclosed |
Expertise & Qualifications
- Audit Committee financial expert; financially literate under NYSE standards .
- Deep securitized products and mortgage servicing expertise; led portfolio restructuring at Chase Home Lending .
- CPA background; accounting education and credentials .
Equity Ownership
Ownership alignment and guideline context:
- Stock ownership guideline: directors must hold ≥3× annual cash retainer; compliance required within 5 years of appointment. Based on Haggerty’s Nov 2021 appointment, compliance is due by November 2026 .
Beneficial ownership over time:
| Metric | 2024 Record Date (Apr 9, 2024) | 2025 Record Date (Apr 7, 2025) |
|---|---|---|
| Common Shares Beneficially Owned | 15,836 | 30,705 |
| RSUs counted (vest within 60 days) | 9,756 | 14,869 |
| Percent of Class | <1% (“*”) | <1% (“*”) |
Policy constraints on alignment:
- Insider Trading Policy prohibits speculative trading, hedging (e.g., collars, swaps), margin purchases, and pledging of company stock by directors and covered persons .
Governance Assessment
- Board effectiveness: Haggerty chairs the Audit Committee, which met 4 times in 2024, overseeing financial reporting, auditor independence, internal audit, and delegated cybersecurity oversight; she is designated an audit committee financial expert, bolstering credibility with investors .
- Independence and attendance: Independent under NYSE rules; Board met nine times in 2024 and all directors attended ≥75% of Board/committee meetings, signaling baseline engagement .
- Compensation and alignment: Director pay mixes fixed cash retainers and time-based RSUs; program increased retainer and RSU grant value in 2025 (Audit Chair +$5k; RSU grant +$5k), modestly raising guaranteed pay. Absence of performance-conditioned director equity is typical but offers limited pay-for-performance linkage .
- Ownership: Beneficial holdings rose from 15,836 (2024 record date) to 30,705 (2025 record date), including 14,869 RSUs vesting within 60 days of the 2025 record date, providing incremental alignment; guideline compliance is required by Nov 2026 given her appointment date .
- Conflicts and related party exposure: No related-party transactions involving Haggerty disclosed; CMTG’s external management agreement is with an affiliate of MRECS and is reviewed under related party policy by the Board/Audit Committee .
RED FLAGS / Watchpoints:
- External management structure and incentive fee arrangement can create structural conflicts at the company level; vigilant Audit/Comp Committee oversight (which Haggerty helps lead) mitigates risk but remains a consideration for investor confidence .
- Rising fixed director pay in 2025 without performance-conditioned components modestly dilutes pay-for-performance signaling for directors, though industry-standard for REITs .
SAY-ON-PAY CONTEXT (Company-wide signal):
- 2024 say-on-pay received ~83% support; 2023 received ~97% support—generally supportive shareholder sentiment despite external management model .