Priyanka Garg
About Priyanka Garg
Executive Vice President—Portfolio and Asset Management at Claros Mortgage Trust (CMTG); age 49. Joined Mack Real Estate Credit Strategies (MRECS) in 2020 and serves as Managing Director, Head of Credit Strategies, and a member of the MRECS Investment Committee; 20+ years in real estate investing across leading platforms (Goldman Sachs Whitehall Funds, Perry Capital Real Estate Partners, Westbrook Partners, Treeview Real Estate Advisors). Education: B.S. Economics (Wharton), M.A. Education (Stanford GSE), M.B.A. (Stanford GSB) . Company performance context during her NEO tenure: TSR (value of $100 since 11/3/21 listing) fell to $35.72 in 2024 from $100.41 in 2023; 2024 net loss $(221.27)m and Distributable (Loss) Earnings $(95.65)m .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MRECS (affiliate and external manager to CMTG) | Managing Director, Head of Credit Strategies; member, Investment Committee | Since 2020 (5+ years as of 2025) | Leads credit strategy and portfolio/asset management for externally managed mREIT platform |
| Treeview Real Estate Advisors | Leadership positions | Not disclosed | Advisory and asset management leadership in real estate |
| Westbrook Partners | Leadership positions | Not disclosed | Investment management across real estate equity |
| Perry Capital Real Estate Partners | Investment professional | Not disclosed | Special situations and real estate investing |
| Goldman Sachs (Whitehall Real Estate Funds) | Investment professional | Not disclosed | Institutional real estate private equity |
External Roles
No public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
CMTG is externally managed; NEOs (including Garg) do not receive cash salary or bonus from CMTG. Cash compensation, if any, is paid by the Manager; CMTG does not maintain NEO severance or cash CoC programs and reimburses only certain non‑investment personnel costs (not applicable to Garg) .
| Year | Base salary ($) | Target bonus (%) | Actual bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | No cash comp from CMTG for Garg; externally managed |
| 2023 | — | — | — | Same as above |
| 2022 | — | — | — | Same as above |
Performance Compensation
CMTG grants time‑based RSUs under the 2016 Incentive Plan; no PSUs or options disclosed for Garg. Manager-level variable compensation uses discretionary assessment of Distributable Earnings (Loss), Net Income (Loss), and TSR (no fixed weights), while CMTG equity is time‑vested to promote retention .
- 2024 RSU grant detail (time‑based):
- Grant date: 3/25/2024; Instrument: RSUs; Units: 125,000; Grant-date fair value: $1,205,000; Vesting: 1/3 on 4/1/2025, 1/3 on 4/1/2026, 1/3 on 4/1/2027 (continued service required; dividend equivalents on unvested RSUs) .
- Outstanding award vesting mechanics:
- 2022 RSUs: remaining 1/3 vests 7/1/2025; accelerate on death/disability .
- 2023 RSUs: remaining 1/3 vests 4/1/2025 and 1/3 vests 4/1/2026; accelerate on death/disability .
- 2024 RSUs: vest on 4/1/2025, 4/1/2026, 4/1/2027; accelerate on death/disability .
Performance and payout context (company metrics used by Manager in discretion):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of $100 since listing) | $97.63 | $100.41 | $35.72 |
| Net Income (Loss) ($m) | $112.06 | $6.03 | $(221.27) |
| Distributable Earnings (Loss) ($m) | $194.35 | $39.94 | $(95.65) |
NEO pay governance context:
- 2024 say‑on‑pay support ~83% .
- Independent comp consultant (Farient) engaged to size 2025 equity pool .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 88,461 shares (<1% of class) |
| Shares outstanding (record date 4/7/2025) | 139,362,657 |
| Ownership as % of outstanding | 0.06% (computed: 88,461 / 139,362,657) |
| Unvested RSUs outstanding (12/31/2024) | 236,667 units; market value $1,069,735 at $4.52/share |
| Options | None held in 2024 |
| 2024 vesting activity | 78,333 RSUs vested; 14,983 net shares delivered after tax withholding (net share settlement) |
| Hedging/pledging | Prohibited (no pledging, no hedging, no margin) |
| Executive ownership guidelines | Not disclosed (director guidelines only) |
Employment Terms
- External management: Executives are employees of the Manager or affiliates; CMTG pays management and incentive fees (2024: $36.23m) and reimburses certain expenses (2024: $4.31m); aggregate 2024 NEO cash comp paid by Manager was ~$3.1m (8.7% of fees) across NEOs (excludes non‑CMTG vehicles), highlighting primary pay sits at the manager level rather than CMTG .
- Change-in-control and severance:
- No disclosed severance multiples or cash CoC benefits for NEOs (CMTG has no employee NEOs; no severance programs) .
- Equity treatment: If awards are not assumed or substituted at CoC, outstanding awards vest immediately; if assumed, normal schedule continues. Death or disability accelerates unvested RSUs in full .
- Clawback: Dodd‑Frank compliant recovery policy covering Section 16 officers, applicable to time‑ and performance‑vesting equity .
- Deferred compensation: Plan allows RSU settlement deferral; no NEO equity deferrals in 2024 .
- Insider trading controls: Strict policy prohibiting hedging, pledging, options, and short sales .
Multi‑Year Compensation (CMTG grants only)
| Year | Salary ($) | Bonus ($) | Stock awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | 1,205,000 | 1,205,000 |
| 2023 | — | — | 1,130,000 | 1,130,000 |
| 2022 | — | — | 2,527,200 | 2,527,200 |
Grant detail (2024):
| Grant date | Instrument | # units | Grant‑date fair value ($) | Vesting |
|---|---|---|---|---|
| 3/25/2024 | RSUs | 125,000 | 1,205,000 | 1/3 on 4/1/2025, 4/1/2026, 4/1/2027 |
Outstanding and vesting cadence (as of 12/31/2024):
- Unvested RSUs: 236,667 units (includes remaining tranches from 2022, 2023, 2024 grants) .
- Key upcoming vest dates: 7/1/2025 (final tranche of 2022 grant); 4/1/2025 and 4/1/2026 (remaining 2023 tranches); 4/1/2025, 4/1/2026, 4/1/2027 (2024 tranches) .
Performance & Track Record (Company context)
| Year | TSR (Value of $100 since 11/3/21) | Net Income (Loss) ($m) | Distributable Earnings (Loss) ($m) |
|---|---|---|---|
| 2022 | $97.63 | $112.06 | $194.35 |
| 2023 | $100.41 | $6.03 | $39.94 |
| 2024 | $35.72 | $(221.27) | $(95.65) |
Notes:
- 2024 saw significant losses and TSR compression, impacting the value of outstanding equity; “compensation actually paid” for NEOs was negative on a mark‑to‑market basis due to stock price decline (see pay-versus-performance methodology) .
Compensation Structure Analysis
- Mix and leverage: Garg’s CMTG‑delivered pay is 100% equity (time‑based RSUs), supporting retention but offering limited direct performance linkage; Manager-level cash comp (salary/bonus) is discretionary vs. formulaic .
- Metrics and rigor: Manager considered DE, Net Income, and TSR to inform variable pay but without fixed weighting or preset targets; CMTG awards are not PSU‑based, and no TSR or financial hurdles are embedded in grants .
- Shareholder safeguards: Clawback adopted; hedging/pledging prohibited; say‑on‑pay support 83% in 2024 .
Risk Indicators & Red Flags
- External management and fee structure (base and incentive fees), with limited transparency on individual manager‑paid cash comp; potential misalignment if manager incentives do not fully track CMTG TSR in down cycles .
- 2024 performance deterioration (negative DE, steep TSR decline) elevates execution risk for credit, workout, and asset management outcomes .
- Equity awards are time‑vested (not performance‑vested), which can mute pay‑for‑performance sensitivity relative to PSUs .
Employment Terms (Severance and CoC Economics)
| Topic | Key terms |
|---|---|
| Employment agreement | None disclosed; executive is employee of Manager . |
| Cash severance | None disclosed; CMTG notes no severance arrangements for NEOs (externally managed) . |
| Equity – death/disability | Unvested RSUs accelerate in full . |
| Equity – change in control | If awards not assumed/substituted, they vest immediately before CoC; if assumed, continue per schedule . |
| Clawback | Applies to Section 16 officers; covers equity and other incentive compensation . |
| Hedging/pledging | Prohibited . |
| Deferred compensation | Available for RSU settlement deferral; no NEO deferrals in 2024 . |
Investment Implications
- Alignment: Garg’s significant unvested RSU balance (236,667 units) and lack of hedging/pledging support alignment; however, time‑based RSUs (no PSUs) lessen performance sensitivity. Upcoming vest dates (4/1/2025, 7/1/2025, 4/1/2026) could create routine settlement flows (largely net share settlements for taxes vs. open‑market sales) rather than discretionary selling pressure .
- Retention/transition risk: No cash severance or guaranteed CoC cash benefits; equity accelerates only on death/disability or if not assumed at CoC, otherwise continues vesting, which can promote continuity through transactions but isn’t a strong golden‑parachute risk .
- Pay-for-performance: Manager-level incentives are discretionary (DE, Net Income, TSR considered) while 2024 results were weak; equity mark‑to‑market already reduced realized value, partially aligning outcomes. Investors may seek greater use of PSUs or explicit financial/TSR hurdles to tighten pay‑performance linkage .
- Governance: Say‑on‑pay support (83%) suggests tolerable shareholder acceptance; clawback and anti‑pledging policies are positives. External management with sizable fee structure merits ongoing scrutiny of fee economics vs. shareholder returns, especially following a year of negative DE and TSR compression .