Christen E.J. Lee

About Christen E.J. Lee

Christen E.J. Lee, age 46, serves as Vice Chairman of the Board at KKR Real Estate Finance Trust Inc. (KREF) and is a Partner and President of KKR’s global real estate business; he has been a KREF director since April 2020 and previously served as KREF’s Co‑CEO and Co‑President (Oct 2015–Mar 2020) and as Co‑CEO/Co‑President of the external Manager (Mar 2016–Jan 2021) . He holds an MBA from Harvard Business School and a BA in Economics from Emory University . Lee is not an independent director (the Board identified five independent directors, excluding Lee) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined five directors as independent; Lee is not listed among them and thus is not independent .
• Committee assignments: Lee is not assigned to the Audit, Compensation, Nominating & Corporate Governance, or Affiliate Transaction Committees; those are populated by independent directors .
• Leadership: Serves as Vice Chairman; Board Chair is Ralph F. Rosenberg (KKR) and Lead Independent Director is Deborah H. McAneny (since 2019) .
• Meetings and attendance: In 2024 the Board met 8 times; each director attended the annual meeting and at least 75% of aggregate Board and applicable committee meetings .
• Executive sessions: Non‑management and independent directors hold regular executive sessions, with the Lead Independent Director presiding .
• Risk oversight: Audit Committee oversees financial reporting, controls, and cybersecurity updates; Compensation Committee reviews comp risks; Nominating & Governance handles board structure/succession; Affiliate Transaction Committee (independent directors) oversees related‑party and KKR‑affiliate transactions .

Fixed Compensation (Director)

Note: Independent directors receive $95,000 cash retainer; committee/lead/chair retainers; and $110,000 in RSUs (11,270 RSUs on Apr 19, 2024), but this does not apply to Lee as a KKR employee .

Performance Compensation (Equity awards related to KREF/Manager service)

• Under KREF incentive plans, RSUs generally receive dividend equivalents in the same form and amount as common dividends (fully vested upon payment) .
• The 2025 Omnibus Incentive Plan retains time‑based RSUs as primary vehicle; prohibits liberal share recycling and has no evergreen provision; includes shareholder‑friendly repricing prohibitions and clawback/recoupment provisions .

Other Directorships & Interlocks

• Other current public company boards: Not disclosed for Lee in the proxy biography .
• Interlocks/affiliations: Significant KKR affiliation (Partner, President of Global Real Estate) and membership on numerous KKR real estate committees; KKR affiliates have extensive commercial relationships with KREF (management agreement, capital markets fees), which are reviewed by the Affiliate Transaction Committee .

Expertise & Qualifications

• Core expertise: Real estate equity and credit investing; prior executive leadership at KREF and the Manager; extensive transaction experience at Apollo and Goldman Sachs .
• Education: MBA, Harvard Business School; BA Economics, Emory University .
• Board skills matrix (as described): Significant real estate investing and industry leadership; prior executive experience at KREF supports governance effectiveness .

Equity Ownership

Related‑Party Transactions (Conflict Context)

• External management: KREF is externally managed by KKR Real Estate Finance Manager LLC. 2024 payments to the Manager totaled $30.3 million (management fees $24.5 million; reimbursements $5.7 million, including CFO salary/benefits allocable share) .
• Incentive fee construct: Manager earns incentive compensation based on Distributable Earnings above a 7% equity hurdle (20% share), per Management Agreement .
• KKR Capital Markets (KCM) relationships: KREF pays KCM, an affiliate, arrangement/structuring fees on financings (e.g., $2.8 million Revolver fees 1Q25; $1.3 million secured term loan fees 1Q25; historical fees on facilities/CLOs/preferred issuance) .
• Governance rights: Bylaws require at least one KKR‑designated director while the Manager or its affiliate serves as manager (guaranteeing KKR board presence) .
• License/brand reliance: KREF’s right to use “KKR” brand/ticker is contingent on the license agreement with KKR; name/ticker change required if terminated .
• Oversight: Affiliate Transaction Committee (independent directors) reviews and approves KKR‑affiliate transactions and monitors Manager performance/fees .

Compensation Committee Analysis (Context)

• Compensation Committee (independent): Chair Jonathan A. Langer; members Terrance R. Ahern and Paula Madoff .
• Consultant: Ferguson Partners engaged to advise on 2024 equity award pool; no conflict identified under SEC/NYSE rules .
• Clawback: Incentive Compensation Clawback Policy adopted in 2023 in line with NYSE Rule 10D‑1 (mandatory recoupment upon restatements) .
• Say‑on‑pay support: 2024 say‑on‑pay received ~97% approval for 2023 compensation, indicating strong shareholder backing of pay practices .

Governance Assessment

• Strengths:

  • Experienced real estate investor and former KREF executive; current Vice Chair brings deep domain expertise to board deliberations .
  • Independent‑only committees (Audit, Compensation, Nominating, Affiliate Transactions) and dedicated Affiliate Transaction Committee provide structural mitigants to KKR‑related conflicts .
  • Robust governance features: regular executive sessions led by Lead Independent Director; hedging prohibitions; NYSE‑compliant clawback .
  • Attendance: met at least the 75% attendance threshold and attended the annual meeting in 2024; Board held 8 meetings .

• Key watch‑items / RED FLAGS:

  • Not independent; extensive KKR affiliation while KREF is externally managed by a KKR affiliate—ongoing related‑party exposure (management fees/incentive fees; KCM capital markets fees; branding/license dependency) .
  • Governance rights ensure at least one KKR designee on the Board while the Manager serves—limits board refresh flexibility independent of KKR .

• Alignment:

  • Meaningful beneficial ownership (220,912 shares) plus unvested time‑based KREF RSUs; RSUs accrue dividend equivalents, supporting economic alignment with common shareholders .
  • As a KKR employee director, Lee receives no KREF director cash or equity retainers, which avoids double‑pay concerns at the KREF board level .