Steven L. Richman
About Steven L. Richman
Steven L. Richman, 77, has served as an independent director of Claros Mortgage Trust, Inc. (CMTG) since August 2018. He is Managing Director and Head of Asset Management for PARE US, the exclusive investment advisor for Ping An Real Estate Capital’s U.S. real estate holdings; he is a CPA with decades of experience in real estate and financial services, and holds a B.A. in Economics from City College of New York. He was appointed to CMTG’s Board pursuant to Fuyou Investment Management Limited’s right to designate a director while Ping An affiliates retain at least 4.9% ownership. The Board affirmatively determined him to be independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PARE US | Managing Director; Head of Asset Management | Joined Sep 2015; responsible since 2016 | Oversees U.S. portfolio of multifamily, condo, office projects |
| Eastbridge Real Estate LLC | Managing Director of Asset Management | 2009–2015 | Asset management leadership |
| Northfield Advisors LLC | Managing Director and Founder | Not disclosed | Advisory leadership |
| The Whitehill Group, Inc. | Managing Director and Principal | Not disclosed | Advisory leadership |
| The Raynes Companies | Senior finance/executive positions | Not disclosed | Real estate services/development experience |
| Price Waterhouse | Senior position | Not disclosed | Accounting/finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PARE US | Managing Director; Head of Asset Management | Since 2015 | Ping An affiliate; U.S. asset management lead |
| AICPA; NYSSCPA; ULI | Member | Not disclosed | Former member NY State CPA Real Estate Committee |
| Public company boards | — | — | None disclosed for Richman |
Board Governance
- Current Board size nine; Richman is one of six directors determined independent under NYSE standards.
- Committee assignments: Audit (Haggerty—Chair; Tese; Walter), Compensation (Tese—Chair; Cephas; Liebman), Nominating & Corporate Governance (Cephas—Chair; Liebman; Tese). Richman is not listed on any standing committee and holds no chair roles.
- Attendance and engagement: Board held nine meetings in 2024; all directors then serving attended at least 75% of aggregate Board and committee meetings; four directors attended the 2024 annual meeting.
- Lead Independent Director: W. Edward Walter III; responsibilities include presiding over meetings without the Chair, approving agendas, and liaising between independents and CEO/Chair.
- Independence/executive sessions: Independent directors meet in executive session typically after each regular Board meeting, at least annually.
- Designee structure/red flag: Richman was appointed pursuant to Ping An affiliate (Fuyou) designation rights, which also obligate the Board to fill any vacancy with a replacement designee while Ping An affiliates own ≥4.9%. This entrenches a minority shareholder’s seat and can constrain Board flexibility.
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $80,000 | Base Board member retainer |
| 2024 | Committee fees | $0 | Not a committee member/chair |
| 2024 | Annual RSU grant (fair value) | $120,000 | Annual director grant value |
| 2024 | Total | $200,000 | Per Director Compensation Table |
| 2025 Program | Annual cash retainer | $85,000 | Amended Director Compensation Program |
| 2025 Program | Annual RSU grant (target value) | $125,000 | Amended Director Compensation Program |
- Deferred compensation: Richman elected to defer 100% of his annual cash retainers and RSU awards in 2024 into Deferred Stock Units; Q4 2024 fees paid in DSUs (4,608 units) were granted in January 2025.
Performance Compensation
| Metric/Instrument | Structure | Vesting/Triggers | Performance Metrics |
|---|---|---|---|
| Annual Director RSUs | Time-based RSUs sized to value | Vest in full on earlier of 1-year from grant or next annual meeting; vest on change-in-control | No director performance metrics disclosed (time-based only) |
- Prohibitions: Insider Trading Policy prohibits hedging and pledging; directors are barred from engaging in options, short sales, swaps/collars, margin purchases, and pledging CMTG stock.
- Clawback: Compensation recovery policy compliant with SEC/NYSE; applies to Section 16 officers and includes time- and performance-vesting equity.
Other Directorships & Interlocks
| Relationship | Details | Risk/Conflict Consideration |
|---|---|---|
| Ping An/PARE designee | Richman appointed under Fuyou/Ping An designation right while ≥4.9% ownership persists; vacancy must be filled with Ping An/PARE designee under bylaws. | Potential conflict: representation of significant stockholder may bias decisions; designation right constrains Board succession flexibility. |
| Ping An beneficial ownership | Pingan Real Estate Capital Limited beneficially owns 7,306,984 shares (5.2%); Richman is PARE’s designee but lacks voting/dispositive power over Ping An shares. | Minority influential holder aligned with designee; mitigant that Board deems Richman independent. |
Expertise & Qualifications
- CPA; member of AICPA and NYSSCPA; ULI; former NY State CPA Real Estate Committee member.
- Decades of real estate and financial services experience, including senior CFO-level and asset management roles overseeing U.S. multifamily, condo, and office portfolios.
- Education: B.A. in Economics, City College of New York.
Equity Ownership
| Item | Quantity | Valuation Reference | Notes |
|---|---|---|---|
| Common shares owned | 18,500 | — | As of April 7, 2025 record date; excludes DSUs. |
| Deferred Stock Units (DSUs) | 58,199 | — | As of Dec 31, 2024; fully vested; entitled to dividend equivalents. |
| Unvested time-based RSUs | 14,869 | — | As of Dec 31, 2024. |
| Shares outstanding (for % calc) | 139,362,657 | — | Record date shares outstanding. |
| Ownership % (common shares only) | ~0.013% | 18,500 ÷ 139,362,657 | Derived from disclosed counts. |
| Stock price (12/31/2024) | $4.52 | — | NYSE close used for valuations. |
| Estimated value counting shares+DSUs+unvested RSUs | ≈$414,888 | 91,568 units × $4.52 | RSUs count toward guidelines; calculated from disclosed counts and price. |
- Ownership guidelines: Non-employee directors must hold stock worth ≥3× annual cash retainer within five years of appointment; time-based RSUs and DSUs count toward compliance. Based on disclosed holdings and $4.52/share, Richman appears to exceed the $240,000 threshold tied to the 2024 $80,000 retainer.
Governance Assessment
- Independence and attendance: Affirmatively independent; acceptable engagement with at least 75% meeting attendance in 2024. This supports investor confidence in oversight.
- Alignment: Strong signal—100% deferral of 2024 cash and equity into DSUs enhances skin-in-the-game and long-term alignment; hedging/pledging prohibited.
- Committee participation: Not on Audit, Compensation, or Nominating committees; reduces direct influence on key governance levers (audit quality, pay, nominations), but also limits potential conflicts given designee status.
- Related party/entrenchment risk (RED FLAG): Ping An/PARE designation right (and vacancy refill obligation) embeds minority shareholder representation; while Board deems Richman independent, this structure can constrain Board independence optics and succession planning flexibility.
- External management structure: CMTG is externally managed; the Compensation Committee oversees equity awards and Manager performance with independent consultant support (Farient); no compensation committee interlocks reported, which is a positive governance signal.
- Say-on-pay context: 2024 say-on-pay passed with ~83% approval—broadly supportive of the compensation program under the external management model.
Overall: Richman brings deep real estate/accounting expertise and demonstrates ownership alignment via deferrals; the principal governance sensitivity is his appointment under Ping An/PARE’s designation rights and the bylaw obligation to maintain that seat, a structure investors should monitor alongside Board independence, committee compositions, and related-party review rigor.