Matthew Donnelly
About Matthew Donnelly
Matthew Donnelly is Chief Investment Officer of ICR-PA, a role he has held since February 2022; he is 54 years old as of January 1, 2025 and also serves as Head of Originations for the Sub-Advisor (Sound Point) since October 2016 . His background spans origination and real estate finance leadership: Head of Originations at Realty Finance Trust (oversaw >$1.5B in bridge/mezz loans), Head of Real Estate Finance at Cole (>$10B financings), and Managing Director at Bear Stearns (>$5B CMBS and balance sheet loans); earlier, he was a loan officer at Community Preservation Corporation focused on low-income housing . Education: B.A. in Economics from Fordham University and M.A. in Real Estate Investment from New York University . The company does not pay compensation to executive officers and does not disclose executive performance metrics (TSR, revenue growth, EBITDA growth) tied to Donnelly’s pay in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Realty Finance Trust (RFT) | Head of Originations | Feb 2014–Mar 2016 | Oversaw origination, underwriting and closing of >$1.5B in bridge/mezzanine loans . |
| Cole Real Estate Investments | Head of Real Estate Finance | 2008–2014 | Responsible for >$10B in financings for managed REITs, incl. REIT-level facilities and project loans . |
| Bear Stearns | Managing Director, Real Estate Finance | 1999–2008 | Managed team; responsible for >$5B in CMBS and balance sheet loans . |
| Community Preservation Corporation | Loan Officer | 1995 | Low-income housing construction/rehabilitation lending in NYC . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sound Point (Sub-Advisor) | Head of Originations | Oct 2016–present | Leads originations for Sub-Advisor supporting ICR-PA’s investment sourcing and management . |
Fixed Compensation
ICR-PA does not pay compensation to executive officers; they are employed and compensated by IREIC, Sound Point, or affiliates.
| Year | Base Salary | Target Bonus % | Actual Bonus Paid |
|---|---|---|---|
| 2024 | N/A (no company-paid exec compensation) | N/A (no company-paid exec compensation) | N/A (no company-paid exec compensation) |
| 2025 | N/A (no company-paid exec compensation) | N/A (no company-paid exec compensation) | N/A (no company-paid exec compensation) |
We currently do not have any employees; executive officers are employed by IREIC or Sound Point and compensated there. Pursuant to the Advisory Agreement, personnel costs for employees serving as our executive officers are not reimbursed .
Performance Compensation
ICR-PA does not maintain executive incentive plans for officers; the proxy includes no Compensation Discussion & Analysis and notes no compensation committee due to the absence of officer pay .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None (officers not compensated by ICR-PA) | — | — | — | — | — |
Equity Ownership & Alignment
| Metric | 2023-06-26 | 2024-06-18 | 2025-06-25 |
|---|---|---|---|
| Shares Beneficially Owned (units) | — (zero) | — (zero) | — (zero) |
| Ownership % of Outstanding | <1% | <1% | <1% |
| Shares Outstanding (reference) | 10,114,470.448 | 10,116,186 | 10,117,998 |
- No pledging/hedging by Donnelly is disclosed in the proxy; the independent director restricted share plan authorizes Class I awards for independent directors, not executive officers .
Employment Terms
- Role and employer: Donnelly serves as CIO of ICR-PA, and Head of Originations for the Sub-Advisor (Sound Point); executive officers are employed by IREIC/Sound Point, not ICR-PA .
- Severance / change-of-control: No severance or change-of-control provisions for executive officers are disclosed at the company level; the proxy states no officer compensation is planned and includes no CD&A .
- Indemnification: ICR-PA has indemnification agreements with each director and officer, providing advancement of expenses and indemnification to the fullest extent under Maryland law, subject to conditions .
- Expense reimbursement governance: Company will not reimburse personnel costs for employees to the extent they serve as executive officers; Total Operating Expenses caps and reimbursement frameworks are disclosed in the Advisory Agreement .
Performance & Track Record
- Head of Originations at RFT: Oversaw >$1.5B bridge/mezz loans (2014–2016) .
- Cole Real Estate Investments: Led >$10B financings (2008–2014) .
- Bear Stearns: Managed team; >$5B CMBS and balance sheet loans (1999–2008) .
The proxy does not disclose company TSR or financial performance metrics tied to Donnelly’s compensation at ICR-PA; officers are compensated by IREIC/Sound Point .
Governance and Conflicts Context (Alignment Considerations)
- No compensation committee and no officer pay; therefore no CD&A or executive pay program at ICR-PA .
- Conflicts of Interest: Company highlights potential conflicts with Advisor/Sub-Advisor regarding time allocation and investment opportunity allocation; independent directors oversee conflict mitigation .
- Ownership interest of Advisor/Sub-Advisor: Advisor holds 40,040 Class P shares and Sound Point holds 120,000 Class P shares with restrictions under subscription agreements .
Investment Implications
- Absence of company-paid executive compensation and no disclosed incentive metrics at ICR-PA reduces direct, disclosed pay-for-performance linkage for Donnelly at the registrant level; incentives likely reside with the Sub-Advisor, which the proxy does not detail .
- Donnelly’s beneficial ownership in ICR-PA common stock is disclosed as zero across 2023–2025, indicating limited direct “skin in the game” at the registrant; watch for any future Form 4 activity to reassess alignment and selling pressure (attempt to fetch insider trades encountered authorization error) .
- Significant origination and financing track record (> $1.5B RFT; > $10B Cole; > $5B Bear Stearns) supports execution credibility in credit sourcing and structuring, which is core to ICR-PA’s strategy under Advisor/Sub-Advisor management .
- Conflicts-of-interest framework with Advisor/Sub-Advisor underscores the importance of independent director oversight and co-investment approvals; monitoring board governance and related-party arrangements remains prudent for alignment .