W. Edward Walter III
About W. Edward Walter III
W. Edward Walter III, 69, serves as Lead Independent Director of Claros Mortgage Trust, Inc. (CMTG) and has been a director since November 2021. He is an “audit committee financial expert” and a member of CMTG’s Audit Committee, with prior leadership as Global CEO of the Urban Land Institute and as CEO, CFO and COO at Host Hotels & Resorts. Mr. Walter holds a J.D. from Georgetown University Law Center and an undergraduate degree from Colgate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Land Institute | Global Chief Executive Officer | Jun 2018 – Oct 2022 | Led global nonprofit research and education efforts in real estate; governance and industry outreach |
| Georgetown University (Steers Center) | Robert and Lauren Steers Chair in Real Estate | Prior to Oct 2022 | Academic leadership in real estate education |
| Host Hotels & Resorts, Inc. | President & Chief Executive Officer | Oct 2007 – Dec 2016 (employment ended Jan 2017) | Strategic leadership of public lodging REIT |
| Host Hotels & Resorts, Inc. | Executive Vice President & Chief Financial Officer | 2003 – Oct 2007 | Financial leadership, capital markets |
| Host Hotels & Resorts, Inc. | Senior Mgmt, including Chief Operating Officer | 1996 – 2003 | Operations leadership |
| NAREIT | Past Chairman | N/A | Industry leadership and advocacy |
| Federal City Council | Past Chairman | N/A | Civic economic development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ameriprise Financial, Inc. (NYSE: AMP) | Director | Current | Board service at diversified financial services firm |
| CNS REIT | Director | Current | Board service at real estate investment platform |
| Measurabl, Inc. | Director | Current | Board service at ESG/real estate data platform |
| Placemakr, Inc. | Director | Current | Board service at hospitality/apartment operator |
| AvalonBay Communities, Inc. (NYSE: AVB) | Director (prior) | Prior service | Large multifamily REIT; prior board tenure |
| Georgetown University Law Center | Board of Visitors (past member) | Prior service | Academic governance |
Board Governance
- Role: Lead Independent Director; responsibilities include presiding over meetings without the Chair, approving Board agendas/schedules, and serving as liaison between independent directors and the CEO/Chair .
- Committee assignments: Audit Committee member (Chair: Haggerty; members Tese, Walter). Board determined Walter qualifies as an “audit committee financial expert,” with requisite accounting/financial expertise and financial literacy .
- Independence: Board affirmatively determined Walter is independent under NYSE listing standards; majority of Board is independent .
- Attendance: Board held nine meetings in 2024; all directors then serving attended at least 75% of aggregate Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in executive session typically after each Board meeting, at least annually; sessions presided by the Lead Independent Director .
- Cyber oversight: Cybersecurity risk oversight delegated to the Audit Committee; Manager’s Director of Technology reports periodically; Audit Committee educates members via presentations .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | $80,000 | Program rates for 2024 |
| Lead Independent Director Retainer | $30,000 | Program rates for 2024 |
| Audit Committee Member Retainer | $10,000 | Program rates for 2024 |
| Total Cash Fees (2024 actual) | $120,000 | Reported fees earned or paid in cash by Walter |
| Program Update (effective Jan 1, 2025) | Board $85,000; Lead Independent $40,000; Audit Member $12,500 | For 2025 grants/fees onward |
- Deferred compensation: Directors may elect to receive cash retainers as fully vested RSUs (“Deferred Stock Units”). In 2024, Walter elected to defer his RSU award; directors can defer retainers and RSUs under the Deferred Compensation Plan .
Performance Compensation
| Item | Grant/Balance | Vesting/Terms |
|---|---|---|
| Annual Director RSU grant (value) | $120,000 per director (2024 program) | Vests in full on earlier of 1-year from grant or next annual meeting; accelerates upon change-in-control |
| Unvested RSUs (as of 12/31/2024) | 14,869 units | Time-based; Walter elected to defer into Deferred Stock Units |
| Deferred Stock Units (as of 12/31/2024) | 29,505 units | DSUs receive dividend equivalents; paid at specified events (in-service date, termination, or change-in-control) |
| Director Stock Ownership Guidelines | 3x annual cash retainer; 5-year compliance; includes RSUs/DSUs but excludes performance units and options |
Policies relevant to “pay-for-performance” governance:
- Clawback: Compensation recovery policy for erroneously paid incentive compensation to Section 16 officers (time-vesting and performance-vesting equity eligible) .
- Hedging/pledging: Prohibited for officers, directors, and Manager personnel acting for CMTG .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Notes |
|---|---|---|
| Ameriprise Financial, Inc. (AMP) | Low | Financial services; limited overlap with a mortgage REIT |
| CNS REIT | Moderate | Real estate investment activities; monitor for lending/asset overlaps; no related-party transactions disclosed in 2024–2025 proxy |
| Measurabl, Inc.; Placemakr, Inc. | Low | ESG data and hospitality operations; no disclosed transactions with CMTG |
| Prior AVB; past NAREIT/Federal City Council | Low | Historical roles; not currently interlocking with CMTG operations |
- Related-party controls: Audit Committee must pre-approve related person transactions >$120,000; process includes arm’s-length evaluation and ongoing reporting .
- CMTG external manager is affiliated with MRECS and has fee arrangements (base management 1.5% of stockholders’ equity; incentive fee structure; termination provisions). Not specifically tied to Walter, but relevant governance oversight context for independent directors .
Expertise & Qualifications
- Audit committee financial expert designation; financial literacy; accounting/financial management expertise .
- Real estate investment, capital markets, and corporate governance experience from Host Hotels & Resorts and Urban Land Institute .
- Legal training (J.D., Georgetown), enhancing governance and compliance oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (total common stock) | 46,475 shares | Less than 1% of shares outstanding (*) |
| Direct ownership | 32,715 shares | As of record date (Apr 7, 2025) |
| Indirect ownership (WillJen LLC) | 13,760 shares | Walter is managing member; disclaims beneficial ownership except pecuniary interest |
| Deferred Stock Units | 29,505 units | DSUs excluded from “beneficial ownership” count for <60 days; count toward director ownership guidelines |
| Unvested RSUs | 14,869 units | Time-based; count toward guidelines |
Insider Trades
| Date | Type | Shares | Price | Ownership Form | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| 05/28/2024 | Open-market purchase | 7,000 | $7.21 | Indirect via WillJen LLC | 13,760 (indirect) | |
| 05/28/2024 | Position summary | — | — | Direct | 32,715 (direct) |
Governance Assessment
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Strengths
- Lead Independent Director role with clear responsibilities strengthens independent oversight and Board agenda-setting .
- Audit Committee membership and “financial expert” designation support robust financial reporting oversight and risk management, including cybersecurity .
- High engagement: Board met nine times in 2024; all directors met the 75% attendance threshold; independent director executive sessions maintained .
- Alignment mechanisms: Annual director RSU grants; optional deferral into DSUs; stock ownership guidelines requiring 3x retainer within five years; insider hedging and pledging prohibited .
-
Watch items / potential conflicts
- Externally managed REIT structure with related-party Management Agreement could present inherent conflicts on fees/incentives; independent directors (including Walter) must rigorously oversee Manager performance, fees, and related-party transaction policies .
- Other real estate board service (e.g., CNS REIT) warrants ongoing monitoring for transactional overlaps; no related-party transactions disclosed involving Walter in latest proxy .
-
Investor confidence signals
- Personal share purchases (May 2024) via an affiliated LLC indicate incremental alignment .
- Say-on-pay: 83% approval at 2024 Annual Meeting supports general governance and compensation framework (context for overall company, not director-specific) .
-
Overall view: Walter’s independent leadership, audit expertise, and active engagement are positives for board effectiveness. Key governance risk is the external manager arrangement; his role on Audit and as Lead Independent Director positions him to mitigate this via oversight of fees, disclosures, and related-party policies .