Pamela Liebman
About Pamela Liebman
Pamela Liebman (age 62) has served as an independent director of Claros Mortgage Trust, Inc. (CMTG) since November 2021. She is President and CEO of The Corcoran Group (since 2000) and previously created Corcoran’s marketing division in 1995; she holds a B.A. in Communications and Marketing from the University of Massachusetts–Amherst . Her independence is affirmed by the Board under NYSE standards, and she contributes real estate and marketing expertise to CMTG’s oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Corcoran Group | President & CEO | 2000–present | Led firm growth; created marketing division in 1995 to drive brand differentiation |
| The Corcoran Group | Various roles (joined 1984) | 1984–2000 | Built operational and marketing capabilities prior to CEO appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Real Estate Board of New York | Executive Committee; Board of Governors | Current | Industry policy and governance body |
| Mount Sinai Medical Center Foundation (Miami) | Executive Committee | Current | Healthcare philanthropy governance |
| The Bass Museum | Board of Directors | Current | Cultural institution governance |
| Intrepid Museum | Board of Directors | Prior service | Prior nonprofit governance |
Board Governance
- Current committees: Compensation Committee member; Nominating & Corporate Governance Committee member. Committee chairs: Compensation—Vincent Tese; Nominating—Derrick Cephas; Audit—Mary Haggerty .
- Independence: Board determined Liebman qualifies as an independent director under NYSE standards .
- Attendance: Board met nine times in 2024; all directors then serving attended at least 75% of Board and applicable committee meetings; four directors attended the 2024 annual meeting .
- Lead Independent Director: W. Edward Walter III; independent directors meet in executive sessions typically after each regular Board meeting (at least annually) .
- Oversight focus: Compensation Committee oversees executive compensation structures, equity awards under the 2016 Incentive Plan, the clawback policy, and evaluation of Manager performance and the Management Agreement; Nominating oversees governance guidelines, Board evaluation, and director nominations .
Fixed Compensation
| Component (2024 Program) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board Member) | $80,000 | Paid quarterly; eligible for deferral into Deferred Stock Units (DSUs) |
| Committee membership—Compensation | $7,500 | Member fee (non-chair) |
| Committee membership—Nominating & Corp. Gov. | $7,500 | Member fee (non-chair) |
| Committee chair—Compensation | $15,000 | Not applicable to Liebman (Tese is Chair) |
| Committee chair—Nominating & Corp. Gov. | $15,000 | Not applicable to Liebman (Cephas is Chair) |
| Lead Independent Director | $30,000 | Not applicable to Liebman |
| Director 2024 Fees | Cash Earned | Equity (grant-date fair value) | Total |
|---|---|---|---|
| Pamela Liebman | $95,000 | $120,000 | $215,000 |
| 2025 Program Changes (effective Jan 1, 2025) | Amount | Notes |
|---|---|---|
| Board Member cash retainer | $85,000 | Increased from $80k |
| Committee member—Compensation/Nominating | $10,000 each | Increased from $7,500 |
| Committee chair—Compensation/Nominating | $20,000 each | Increased from $15,000 |
| Committee member—Audit | $12,500 | Increased from $10,000 |
| Lead Independent Director | $40,000 | Increased from $30,000 |
Performance Compensation
| Equity Vehicle | Value/Units | Grant date | Vesting | Performance Metrics | Change-in-Control |
|---|---|---|---|---|---|
| Annual RSU grant (2024) | $120,000; 14,869 RSUs held unvested as of 12/31/24 | Annual meeting date (2024) | Vests fully at earlier of 1-year anniversary or next annual meeting; continued service required | None (time-based only) | RSUs vest in full upon change in control (single-trigger under plan definition) |
| Annual RSU grant (2025) | $125,000 (value basis) | Annual meeting date (2025) | Same as above | None (time-based only) | Same as above |
- Deferred Compensation Plan permits directors to elect DSUs for cash retainers and to defer RSU settlement; DSUs receive dividend equivalents and distribute upon the earliest of in-service date, termination, or change-in-control .
- Clawback: Company adopted a compensation recovery policy applicable to Section 16 officers; Compensation Committee administers the clawback alongside equity plans .
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles at CMTG | Notable Interlocks/Notes |
|---|---|---|---|
| Pamela Liebman | None disclosed (public companies) | Compensation member; Nominating member | No Compensation Committee interlocks or insider participation required to be reported for 2024 |
| Committee colleagues (context) | Vincent Tese: AMC Networks, Bakkt, Sphere Entertainment, MSG Sports (director) | Compensation Chair | Adds broader network insight; no reported related transactions tied to Liebman |
Expertise & Qualifications
- Real estate industry leadership (CEO of major brokerage), marketing and brand-building experience; service on multiple civic and cultural boards .
- Independent status; not designated as “audit committee financial expert” and not on Audit Committee .
Equity Ownership
| Category (as of record date Apr 7, 2025) | Shares/Units | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 34,505 | Includes 14,869 RSUs vesting within 60 days; excludes DSUs |
| RSUs unvested (12/31/2024) | 14,869 | Annual director grant; time-based vesting |
| Deferred Stock Units (DSUs) | 29,505 (excluded from beneficial count) | Fully vested units deferred; receive dividend equivalents |
| Ownership % of outstanding | <1% | Based on 139,362,657 shares outstanding |
| Stock ownership guideline | 3x annual cash retainer; compliance by 5th anniversary of appointment; time-based RSUs/DSUs count, performance units and options excluded |
- Hedging/pledging: Company prohibits hedging, short sales, margin purchases, and pledging of Company stock by directors and covered persons .
- No shares pledged as collateral disclosed for Liebman .
Insider Trades
| Date | Filing | Transaction Type | Details |
|---|---|---|---|
| Jun 3, 2022 | SEC Form 4 | Statement of changes in beneficial ownership | Filed via attorney-in-fact; reporting owner Pamela Liebman |
| 2023 (filed) | SEC Form 4 | Statement of changes in beneficial ownership | Pamela Liebman; issuer CMTG; Form 4 text filing |
| Jun 6, 2025 | SEC Form 4 | Statement of changes in beneficial ownership | MarketBeat index of CMTG filings shows a Form 4 for Liebman |
| Jun 4, 2025 | Insider transactions | Stock Award (Grant) | Yahoo insider log shows “Stock Award(Grant)” entries for directors including Liebman on annual meeting date |
Note: RSU grants to non-employee directors occur on annual meeting dates per the Director Compensation Program; share counts for each grant are based on closing price on grant date .
Governance Assessment
- Independence and engagement: Liebman is an independent director with governance roles on Compensation and Nominating committees; the Board reported strong participation (≥75% attendance) and regular executive sessions, supporting independent oversight .
- Alignment and incentives: Director pay mix balances cash retainers with time-based RSUs; Liebman’s 2024 compensation was $95,000 cash and $120,000 equity; she also holds DSUs, indicating use of deferral aligned with long-term shareholder value .
- Manager oversight: As CMTG is externally managed, Liebman’s Compensation Committee role is material—overseeing equity awards, the clawback policy, and annual review of the Management Agreement and Manager performance/payments; no compensation committee interlocks reported for 2024, reducing conflict risk .
- Policies and red flags: Hedging/pledging prohibitions and related-party transaction procedures are robust; since the last fiscal year, no related-person transactions involving directors were reported beyond the Manager arrangements disclosed broadly (an inherent REIT external management complexity rather than a Liebman-specific conflict) .
- Shareholder signal: 2024 say-on-pay passed with ~83% approval, indicating acceptable investor sentiment toward compensation—relevant context for committee oversight .
Overall, Liebman’s board roles and independence, combined with deferral elections and equity holdings, suggest alignment with shareholder interests; key ongoing monitoring areas are the external management fee structure and any evolution in director equity/deferral choices, with attention to ownership guideline compliance by the fifth anniversary of her appointment .