Denise C. Kramer
About Denise C. Kramer
Denise C. Kramer, 46, has served as Chief Executive Officer (CEO) and Director of InPoint Commercial Real Estate Income, Inc. since December 1, 2024, after being appointed by the Board following the prior CEO’s resignation . She is President of Inland InPoint Advisor, LLC (the external Advisor to InPoint) since December 2021 and is a CFA charterholder with a B.A. in Accounting (University of Maine) and a Master’s in Finance (Northeastern University); she also holds FINRA Series 7 and 66 licenses . InPoint’s common stock has no public trading market and the share repurchase plan (SRP) remains suspended, underscoring the company’s continued focus on liquidity management and portfolio repositioning; the 2024 portfolio comprised $549.2 million of commercial mortgage loans held for investment versus $722.0 million in 2023 as the company foreclosed on select assets and navigated challenging CRE conditions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| InPoint Commercial Real Estate Income, Inc. | Chief Executive Officer and Director | Dec 2024–present | Leads externally managed REIT focused on CRE credit; oversight of Advisor and Sub-Advisor execution . |
| Inland InPoint Advisor, LLC (InPoint’s Advisor) | President | Dec 2021–present | Oversees advisory services; valuation oversight, NAV, operations, stockholder reporting . |
| Inland Real Estate Investment Corporation (IREIC) | SVP, Investment Product Management | Dec 2022–present | Directs daily operations of real estate programs across Inland’s platform . |
| Inland Securities Corporation | SVP, Investment Product Research | 2016–prior to 2022 | Led due diligence on retail product shelf, including REITs and interval funds . |
| Advisor Group | Director of Investment Research | 2010–2016 | Oversaw due diligence on packaged products across REITs and private placements . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| IPC Alternative Real Estate Income Trust, Inc. (ALT REIT) | Chief Operating Officer; Lead Portfolio Manager | Since 2023 (COO/Lead PM) | Operational leadership and portfolio management for an affiliated real estate platform . |
| IREIC | SVP, Investment Product Management | Since 2022 | Coordinates cross-functional operations across Inland’s offerings . |
Fixed Compensation
| Component | FY 2024/2025 Detail |
|---|---|
| Executive cash compensation paid by InPoint (salary, bonus) | Not paid by InPoint; executive officers (including CEO Kramer) are employed and compensated by the external Advisor/Sub-Advisor or affiliates. InPoint does not directly pay or reimburse executive officer compensation (other than Secretary) . |
Note: InPoint has no compensation committee because it does not plan to pay compensation to officers directly .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanism | Cap | Vesting/Timing |
|---|---|---|---|---|---|---|
| Advisor performance fee (based on total return) | 100% of performance component | Total return > 7% per annum | Not disclosed | 20% of excess total return above 7% allocable to common shares; may be paid in cash or Class I shares | Max 15% of aggregate total return for the year | Calculated and paid annually; no performance fee on NAV increases up to $25 if NAV per share previously dropped below $25 . |
Additional Advisor incentives:
- Fixed advisory fee: 1.25% per annum of NAV (paid monthly at 1/12th) .
- Loan fees: Advisor receives origination/application/draw fees paid by borrowers; generally reallowed in part to Sub-Advisor .
Implications: The performance fee ties compensation to shareholder total return above a hurdle, but reliance on Advisor-calculated NAV and fee structures is a potential conflict area reviewed annually by independent directors .
Equity Ownership & Alignment
| Holder | Security | Shares | % of common o/s | Notes |
|---|---|---|---|---|
| Denise C. Kramer (beneficial ownership) | Common (Class P via Advisor) | 40,040 | <1% | Shares are owned by the Advisor and deemed beneficially owned by Ms. Kramer due to her control of the Advisor; she does not have sole voting/investment power over these shares . |
| Total common shares outstanding (Record Date) | All classes | 10,117,998 | — | Class A: 745,881; Class D: 48,015; Class I: 470,980; Class P: 8,562,777; Class T: 290,345 . |
Advisor and Sub-Advisor sponsor alignment and liquidity constraints:
- Advisor investment: $1,000,000 in 40,040 Class P shares at $25.00 with restrictions: at least 8,000 shares locked; not eligible for SRP repurchase for 5 years from purchase (Nov 2021) and repurchases subordinated to quarterly caps .
- InPoint’s common SRP is currently suspended; even when active, repurchases are limited (2% monthly/5% quarterly of aggregate NAV) which tempers insider selling pressure .
Hedging/pledging:
- Inland affiliates’ insider trading policy prohibits hedging/monetization transactions without prior written consent; no specific pledging disclosure for Kramer .
Employment Terms
- Appointment and role: Appointed CEO and Director effective December 1, 2024 .
- Employer: Employed and compensated by the external Advisor/affiliates; InPoint does not have an executive employment contract with Kramer disclosed .
- Advisory Agreement: Current term ends Dec 31, 2025; renewable annually upon approval by a majority of independent directors; terminable by either party on 60 days’ written notice .
- Indemnification: InPoint has entered into indemnification agreements with each director and officer for expenses, judgments, fines, penalties, and settlements, subject to Maryland law limits .
Board Governance
Board service history and roles:
- Director since December 1, 2024; non-independent (affiliated via Advisor); no committee assignments (only Audit Committee exists and is entirely independent) .
Board and committee structure:
- Chairman: Donald MacKinnon (non-independent); CEO: Denise C. Kramer; no Lead Independent Director .
- Audit Committee: Independent directors Feinstein, Foster Curry, Jenkins (Chair and financial expert) .
- Meetings: In 2024, Board held 8 meetings; Audit Committee held 4; each director attended at least 75% of meetings .
- Executive sessions: Independent directors hold periodic executive sessions without management .
Dual-role implications:
- Separation of Chair and CEO roles provides some counterbalance, but absence of a Lead Independent Director may be a governance concern for some investors .
Director Compensation (Independent Directors)
2024 independent director compensation and program:
- Cash: $20,000 annual retainer; meeting fees ($1,000 in-person/$500 committee; $500 phone/$350 committee); Audit Chair additional $5,000 .
- Equity: Annual grant of $10,000 in restricted Class I shares; vests 33 1/3% per year over 3 years; accelerates on death/disability or a liquidity event .
- Policy: Officer/director affiliated with Advisor/Sub-Advisor (e.g., Kramer) receives no director fees from InPoint .
2024 amounts earned (independent directors):
| Name | Fees Earned ($000) | Stock Awards ($000) | All Other Comp ($000) | Total ($000) |
|---|---|---|---|---|
| Norman A. Feinstein | 24 | 10 | 4 | 38 |
| Cynthia Foster Curry | 24 | 10 | 4 | 38 |
| Robert N. Jenkins | 30 | 10 | 4 | 44 |
Related-Party Arrangements and Conflicts (Key for Incentive Alignment)
- Externally managed structure: Advisor (wholly owned indirect subsidiary of IREIC) manages day-to-day operations; Sub-Advisor (Sound Point affiliate) originates and manages investments; Advisor retains ultimate responsibility .
- Fees: Fixed advisory fee (1.25% of NAV) plus performance fee (20% above 7% total return, capped at 15%); loan fees to Advisor; fees may be paid in cash or Class I shares .
- Investment allocation and conflicts: Sound Point uses rotational guidelines across accounts; independent directors oversee fairness of allocations .
- Independent oversight: Independent directors annually evaluate Advisor compensation and can terminate the Advisory Agreement; transactions with affiliates require majority independent approval .
Performance & Track Record
- Portfolio mix and repositioning: Investment portfolio of $549.2 million of commercial mortgage loans as of 12/31/2024 (down from $722.0 million in 2023) with select foreclosures (two Texas office, one Oregon multifamily) as the company navigates CRE stress and prepares for potential strategic alternatives when conditions improve .
- Liquidity actions: Common share SRP and primary offering remain suspended; Company focusing on portfolio positioning and liquidity management .
Compensation Committee Analysis
- No compensation committee (no direct officer pay); independent directors oversee Advisor compensation, performance and conflicts annually .
Risk Indicators & Red Flags
- Reliance on Advisor/Sub-Advisor and key personnel; conflicts related to NAV-based fees and investment allocation; externally managed structure reviewed by independent directors .
- Common stock illiquidity and suspended SRP; NAV-based repurchases (when active) subject to volume limits .
- CRE credit and interest rate risk; office exposure via foreclosed assets; potential borrower stress amid elevated rates and tight financing .
- Cybersecurity and operational risks across Advisor/Sub-Advisor/service providers .
Investment Implications
- Pay-for-performance alignment is mediated through the external Advisor’s fee structure (hurdled total return performance fee), not through traditional executive cash/equity awards—aligns incentives to total return but introduces NAV determination and fee-conflict sensitivity; independent director oversight is critical .
- Insider selling pressure near term appears muted: common SRP is suspended and Advisor’s shares beneficially attributed to Kramer are subject to multi-year and subordinated repurchase restrictions, reducing liquidity risk from insider dispositions .
- Governance trade-offs: Chair/CEO split is positive, but no Lead Independent Director and sole reliance on an Audit Committee may be viewed as weaker checks compared to peers with full committee structures .
- Retention and continuity risk largely shifts to Advisor/Sub-Advisor; risk factors highlight dependence on key personnel at those entities rather than company-level employment agreements or severance protections .
- For trading the preferred (ICR-PA), executive pay dynamics are less direct; focus should remain on portfolio credit quality, Advisor/Sub-Advisor alignment, and liquidity actions as drivers of coverage and dividend safety on the preferred stack .