Stephen G. Kasnet
About Stephen G. Kasnet
Stephen G. Kasnet is the independent Chair of the Board and Audit Committee Chair at Granite Point Mortgage Trust Inc. (GPMT). He is 79, has served as a director since 2017, and is designated an “audit committee financial expert.” He holds a BA from the University of Pennsylvania and brings deep REIT, finance, and principal investing experience, including prior CEO and president roles in real estate investment organizations and public company board leadership (e.g., Two Harbors Investment Corp.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harbor Global Company, Ltd. | President & CEO; CEO of PIOglobal Investment Fund (subsidiary) | 2000–2006 | Corporate leadership, investment fund management |
| Pioneer First Voucher Fund (Russia) | CEO | 2000–2006 | Principal investing and fund management |
| Pioneer Global Institutional Advisors | President | 1995–2000 | Institutional asset management |
| Pioneer Real Estate Investors | President | 1993–2000 | Real estate investment management |
| The Bradley Real Estate Trust | Director; Executive Committee member | 1995–1999 | Governance and strategic oversight |
| Cabot, Cabot & Forbes Asset Management | President | 1990–1993 | Asset management leadership |
| First Winthrop Corp.; Winthrop Financial Associates | Senior management positions | Various | Finance/real estate operating roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Two Harbors Investment Corp. (NYSE: TWO) | Chairman; Audit and Risk Oversight Committees | 2009–present | Board leadership; risk and audit oversight |
| Silver Bay Realty Trust (NYSE: SBY) | Director | 2012–2017 | REIT governance |
| Rubicon (NZX: RBC) | Chairman | 2008–2018 | Board leadership |
| First Ipswich Bancorp | Director | 2008–2020 | Banking oversight |
| GoodBulk | Director | 2017–2019 | Shipping industry governance |
| Tenon Ltd. | Chairman | 2016–2018 | Timber/wood products governance |
| Columbia Laboratories (NASDAQ: CBRX) | Chairman | 2004–2015 | Life sciences governance |
| Republic Engineered Products | Director | 2002–2008 | Specialty steel governance |
| FTD | Director | 2001–2005 | Consumer/services governance |
| Warren Bank & Warren Bancorp. | Chairman | 1990–2003 | Banking governance |
| The Governor’s Academy | Trustee | n/a | Non-profit board service |
Board Governance
- Independence: The Board affirmatively determined Kasnet is independent under NYSE standards; all committees are entirely independent.
- Leadership: Independent Chair role is separated from CEO; Kasnet presides over executive sessions and coordinates agendas with committee chairs.
- Committee assignments: Audit Committee Chair; Audit Committee members include Kasnet, Sheila K. McGrath, and Hope B. Woodhouse; all financially literate and Kasnet, McGrath, Woodhouse are “audit committee financial experts.”
- Meeting cadence and attendance: 2024 meetings—Full Board: 9; Audit: 8; Compensation: 10; Nominating & Corporate Governance (N&CG): 5; each director attended at least 75% of Board/committee meetings.
| 2024 Meetings | Count |
|---|---|
| Full Board | 9 |
| Audit Committee | 8 |
| Compensation Committee | 10 |
| N&CG Committee | 5 |
Governance policies & safeguards:
- Prohibitions: Hedging, pledging, short sales, derivatives, and margin purchases prohibited for directors, officers, and employees.
- Majority voting with resignation policy in uncontested elections.
- Director education policy and reimbursement up to $5,000 annually.
- Director stock ownership guidelines: 3x annual cash retainer; unvested RSUs count; five-year compliance horizon.
Fixed Compensation
Policy framework (equal cash/equity retainers; RSUs grant on annual meeting date; one-year vest; DERs on RSUs):
| Component | Cash ($) | RSU Fair Value ($) |
|---|---|---|
| Board Chair (Kasnet) | 160,000 | 160,000 |
| Audit Chair (Kasnet) | 10,000 | 10,000 |
| Total policy for Kasnet | 170,000 | 170,000 |
Actual director compensation (2024):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stephen G. Kasnet | 170,000 | 324,998 (includes final supplemental Chair RSU) | 494,998 |
Notes:
- Supplemental Chair RSUs: Four annual grants of $155,000 each (2021–2024) awarded to Kasnet for extraordinary Chair duties during internalization/COVID; same vesting/DERs as annual RSUs; final grant in 2024.
Performance Compensation
Directors do not receive performance-based equity (e.g., PSUs); independent director equity is delivered as time-based RSUs that vest in one year, with dividend equivalent rights. No performance metrics apply to director compensation.
| Director Performance-Based Awards | Status |
|---|---|
| PSUs / Options | None for directors; RSUs only |
Chair supplemental RSU schedule:
| Grant Year | Grant Value ($) |
|---|---|
| 2021 | 155,000 |
| 2022 | 155,000 |
| 2023 | 155,000 |
| 2024 | 155,000 |
Other Directorships & Interlocks
- Current public board: Two Harbors Investment Corp. (TWO), Chairman; Audit and Risk Oversight Committees. Potential information-flow link with GPMT given several GPMT executives previously served at TWO (e.g., current CFO Blake Johnson). No related-party transactions disclosed with TWO; Audit Committee would review any such transactions.
- Prior boards include Silver Bay Realty Trust (SBY), Rubicon (RBC), Columbia Laboratories (CBRX), among others.
Expertise & Qualifications
- Real Estate/REIT, Strategy/Balance Sheet, Finance/Accounting, Credit/Principal Investing, Operations/Management, and substantial prior public board governance experience. Designated an audit committee financial expert.
- Education: BA, University of Pennsylvania.
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Common shares beneficially owned | 63,207 | 80,838 | 121,378 (incl. 312 via Kasnet Family Foundation; 121,066 jointly with spouse) |
| % of common shares outstanding | <1% | <1% | <1% |
| Unvested RSUs outstanding | 67,567 | 104,166 | — |
Policies and alignment:
- Hedging/pledging prohibited; annual preclearance/trading windows; certifications required.
- Director stock ownership guideline: 3x annual cash retainer; unvested RSUs count; committee reviews compliance annually.
Governance Assessment
Strengths
- Independent Chair separate from CEO; robust committee independence; audit committee financial expertise and oversight of related-party transactions and compliance.
- Strong meeting cadence and engagement with minimum 75% attendance; regular executive sessions led by independent Chair.
- Director compensation balanced between cash and equity; clear policies, DERs on RSUs; supplemental Chair RSUs disclosed as time-limited, completed in 2024.
Signals of investor confidence
- Say-on-pay approvals: ~96% (2021), ~97% (2022), ~95% (2023), ~92% (2024).
Potential conflicts/related-party exposure
- No related-party transactions disclosed for 2024 beyond customary indemnification; Audit Committee reviews and must approve any such transactions over $120,000.
- Network interlock: Chair role at TWO and historical personnel overlap with GPMT; no transactions disclosed; monitor for information flow and potential future related-party matters.
RED FLAGS
- Hedging/pledging: Prohibited; no pledging disclosed.
- Option repricing: None; directors do not receive options.
- Meeting attendance: No low-attendance flags; all directors ≥75%.
- Related-party transactions: None disclosed for 2024; continue monitoring.
Say-on-Pay & Shareholder Feedback (context for governance)
| Year | Approval (%) |
|---|---|
| 2021 | ~96% |
| 2022 | ~97% |
| 2023 | ~95% |
| 2024 | ~92% |
Committee practices & peer benchmarking
- Compensation Committee uses an independent consultant; conducts annual risk assessments; pay mix emphasizes at-risk compensation (executives); prohibitions on hedging/pledging.
- Peer group (executive benchmarking context): internally managed mortgage/real estate finance comparables including ABR, BRSP, LADR, MFA, NYMT, RWT, WD, etc.; reviewed annually.
Overall, Kasnet’s independent Chair and Audit Committee leadership, financial expertise, and increasing share ownership support board effectiveness. The discontinued supplemental Chair RSUs after 2024 were transparent and tied to extraordinary circumstances; no material conflicts or attendance issues are disclosed, though his external Chair role at TWO warrants ongoing monitoring for any related-party matters.