Vincent Tese
About Vincent Tese
Vincent Tese, 82, has served as an independent director of Claros Mortgage Trust (CMTG) since November 2021. He is designated an audit committee financial expert and brings deep financial services and governance experience; he holds a B.B.A. (Pace University), J.D. (Brooklyn Law School), and LL.M. in Taxation (NYU School of Law), and is a licensed New York attorney .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICE Clear Credit LLC | Chairman | Since 2013 | Financial market risk oversight leadership |
| FCB Financial Holdings, Inc. (f/k/a Bond Street Holdings LLC) | Chairman | Nov 2009–Jan 2019 | Led board through growth and sale |
| FCB Financing Holdings, Inc./Florida Community Bank | Executive Chairman | Jan 2010–Jan 2019 | Executive leadership, strategy |
| NY State Urban Development Corporation | Chairman & CEO | 1985–1987 | Public-sector development oversight |
| New York State | Director of Economic Development | 1987–1994 | State economic policy & programs |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| AMC Networks, Inc. (NASDAQ: AMCX) | Director | Current |
| Bakkt Holdings (NYSE: BKKT) | Director | Current |
| Sphere Entertainment Co. (NYSE: SPHR) | Director | Current |
| Madison Square Garden Sports Corp. (NYSE: MSGS) | Director | Current |
| Madison Square Garden Entertainment Corp. (NYSE: MSGE) | Director | Prior |
| Intercontinental Exchange, Inc. (NYSE: ICE) | Director | Prior |
| Gabelli Asset Management; National Wireless Holdings, Inc. | Director | Prior |
| The Bear Stearns Companies, Inc.; Cablevision; MSG Networks; Mack-Cali Realty Corp. | Director | Prior |
| New York Presbyterian Hospital; NYU School of Law | Trustee | Current |
Board Governance
- Committees: Compensation Committee Chair; member of Audit Committee and Nominating & Corporate Governance Committee; all three committees composed of independent directors .
- Audit Committee: Tese qualifies as an “audit committee financial expert”; committee met 4 times in 2024 and oversees financial reporting, auditor independence, internal audit, and cybersecurity oversight .
- Compensation Committee: Met 5 times in 2024; oversees executive/senior management compensation, equity plans, clawback policy administration, director pay, and annual evaluation of the external Management Agreement and amounts payable to the Manager .
- Nominating & Corporate Governance Committee: Met 5 times in 2024; handles director qualifications, nominations, governance guidelines, and board/management evaluations .
- Attendance: Board held 9 meetings in 2024; all directors attended at least 75% of Board and committee meetings where they served .
- Independence: Board affirmatively determined Tese is independent under NYSE standards .
- Executive sessions: Independent directors meet in executive session typically after each regular Board meeting .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $80,000 | Program rate |
| Compensation Committee Chair fee | $15,000 | Program rate |
| Audit Committee member fee | $10,000 | Program rate |
| Nominating & Corp Gov member fee | $7,500 | Program rate |
| Total fees earned (Director Compensation Table) | $112,500 | Matches program schedule |
| Cash actually paid | $0 | Elected to defer 100% of cash retainers into Deferred Stock Units in 2024 |
2025 program changes (Amended Director Compensation Program): Board member retainer increased to $85,000; Committee chair/member fees increased; Lead Independent Director retainer increased to $40,000 .
Performance Compensation
| Equity Award Term | 2024 Value | 2025 Value | Vesting/Other Terms |
|---|---|---|---|
| Annual Director RSU grant | $120,000 | $125,000 | Vests in full at earlier of 1 year or next annual meeting; accelerates upon Change in Control; number of RSUs set by grant-date closing price |
| 2024 RSU grant received | $120,000 | — | Elected to defer 100% of RSUs into Deferred Stock Units in 2024 |
| Clawback policy | — | — | Applies to recovery of erroneously paid incentive compensation for Section 16 officers; committee administers policy |
RSU awards for non-employee directors are time-based; no CMTG performance metrics (TSR, EBITDA, etc.) are tied to director equity grants in the disclosed program .
Other Directorships & Interlocks
| Potential Interlock | Relationship to CMTG |
|---|---|
| Multiple concurrent public company boards (AMCX, BKKT, SPHR, MSGS) | Increases network reach and governance experience; no related-person transactions >$120,000 disclosed since prior fiscal year (company-wide) |
- Compensation Committee Interlocks/Insider Participation: None required to be reported; no insider participation in compensation decisions as disclosed .
Expertise & Qualifications
- Financial expert: Audit committee financial expert designation; financially literate per NYSE standards .
- Legal and tax credentials: Licensed NY attorney; LL.M. in Taxation .
- Senior leadership in financial services and public-sector economic development .
- Governance: Extensive board experience across exchanges, media, banking, and real estate .
Equity Ownership
| Item (as of record date April 7, 2025 unless noted) | Quantity | Notes |
|---|---|---|
| Common Stock beneficially owned | 6,000 | Excludes Deferred Stock Units |
| Deferred Stock Units (fully vested) | 69,933 | Held as of Dec 31, 2024; DSUs not included in beneficial ownership table; Q4 fees paid as DSUs granted in Jan 2025 (6,480 units) |
| Unvested RSUs | 14,869 | As of Dec 31, 2024; elected to defer RSUs |
| Ownership guidelines | 3× annual cash retainer for non-employee directors; DSUs and time-based RSUs count toward compliance (performance units and options do not) | |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy; includes options/short sales and hedging forms; margin purchases and pledging prohibited |
Governance Assessment
-
Strengths:
- Independent director with audit committee financial expert status; chairs Compensation Committee overseeing pay, equity, clawback policy, and annual evaluation of external Management Agreement—critical in an externally managed REIT structure .
- High engagement: Board and committees met frequently in 2024; all directors met minimum attendance expectations; independent director executive sessions enhance oversight .
- Ownership alignment: 100% deferral of 2024 cash retainers and RSUs into DSUs (69,933 DSUs outstanding) indicates long-term alignment; DSUs count for ownership guidelines .
- Shareholder support: 2024 say‑on‑pay received ~83% support, signaling overall confidence in compensation governance .
-
Watch items / potential conflicts:
- Multiple concurrent public company directorships (AMCX, BKKT, SPHR, MSGS) may raise capacity considerations; no related‑person transactions >$120,000 disclosed, but ongoing monitoring is prudent .
- As Compensation Chair in an externally managed model, oversight of amounts payable to the Manager and annual review of the Management Agreement is a key governance locus; sustained rigor in this evaluation is essential for investor confidence .
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Policy safeguards:
- Robust prohibitions on hedging/pledging; clawback policy for Section 16 officers; independent committee structures and charters .
Appendix: Director Compensation Program Schedules
| Position | 2024 Annual Cash Retainer | 2025 Annual Cash Retainer |
|---|---|---|
| Board Member | $80,000 | $85,000 |
| Audit Chair | $20,000 | $25,000 |
| Compensation Chair | $15,000 | $20,000 |
| Nominating & Corp Gov Chair | $15,000 | $20,000 |
| Audit Member | $10,000 | $12,500 |
| Compensation Member | $7,500 | $10,000 |
| Nominating & Corp Gov Member | $7,500 | $10,000 |
| Lead Independent Director | $30,000 | $40,000 |
| Annual Director RSU Grant | 2024 Value | 2025 Value | Vesting |
|---|---|---|---|
| RSUs (time-based) | $120,000 | $125,000 | Earlier of 1 year or next annual meeting; accelerates on Change in Control |