Jonathan A. Langer
About Jonathan A. Langer
Jonathan A. Langer (age 56) is an independent director of KKR Real Estate Finance Trust Inc. (KREF) serving since May 2017. He is founder and Managing Member of Fireside Investments LLC, and previously served as CEO/President of NorthStar Realty Finance Corp. (public REIT) with a prior career as a Partner in Goldman Sachs’ Real Estate Principal Investment Area and as an Operating Partner/Consultant at Bain Capital; he holds a B.S. in Economics from The Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorthStar Realty Finance Corp. (Nasdaq: formerly NRF) | Chief Executive Officer & President | Aug 2015 – Mar 2017 | Led public REIT through merger with Colony Capital and NorthStar Asset Management Group |
| NorthStar Asset Management Group | Executive Vice President | Aug 2015 – Mar 2017 | Co-employee role alongside NRF leadership |
| Bain Capital | Operating Partner & Consultant (Private Equity) | Mar 2010 – Mar 2012 | Private equity operating expertise |
| Goldman, Sachs & Co. (REPIA) | Partner, Real Estate Principal Investment Area | 1994 – 2010 | Oversaw North American real estate and global lodging investments (Whitehall funds) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Market Centers, Inc. | Director | Since Sep 2017 | Current board member (private company) |
| Kasa Living, Inc. | Director | Since Oct 2023 | Current board member (private company) |
| Prior: Icon Parking; Westin Hotels & Resorts; Kerzner International; Hilton Hotels & Resorts; Strategic Hotels & Resorts, Inc. (NYSE: BEE); Morgans Hotel Group (Nasdaq: MHGC) | Director/Committee roles | Various (prior) | Chaired Morgans Hotel Group special transaction committee; substantial lodging/real estate board exposure |
Board Governance
- Independence: Board affirmatively determined Langer is independent under NYSE and KREF guidelines; also “independent” for Compensation Committee purposes under Exchange Act Section 10C(b) .
- Committee Assignments (2024): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; Member, Affiliate Transaction Committee (independent committee overseeing related-person and KKR-affiliate transactions) .
- Board Structure: Separate Chair/CEO; Lead Independent Director is Deborah H. McAneny (since 2019), who presides over executive sessions; independent director executive sessions held regularly (at least annually) .
- Attendance and Engagement: In 2024 the Board met 8 times; committees: Audit 5, Compensation 2, Nominating & Corporate Governance 1, Affiliate Transaction 1. Each director attended the annual meeting and at least 75% of aggregate Board/committee meetings of their service .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly to independent directors |
| Compensation Committee Chair retainer | $15,000 | Chair premium |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Member fee |
| Affiliate Transaction Committee member retainer | $5,000 | Member fee |
| Total Cash (Langer) | $120,000 | Matches director comp table |
Director compensation policy: additional retainers — Audit Committee members $15,000 ($20,000 Chair); Compensation members $7,500 ($15,000 Chair); Nominating members $5,000 ($10,000 Chair); Affiliate Transaction members $5,000 ($10,000 Chair) .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Apr 19, 2024 | 11,270 | $110,000 | Vests in full on first anniversary | Langer elected to defer RSUs into DSUs under Deferral Plan |
| Director equity policy | — | — | $110,000 (standard) | Time-based | Annual non-employee director equity awards are RSUs; no performance metrics |
- Deferral: Non-employee directors can elect to defer RSU settlements into Deferred Stock Units (DSUs) under the Directors and Officers Deferral Plan; Langer elected deferral for his 2024 grant .
- Clawback/Hedging: Company has an Incentive Compensation Clawback policy (Exchange Act Rule 10D-1 implementation) and prohibits hedging, short sales, derivatives, and margin transactions in company securities per Insider Trading Policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed (current boards are International Market Centers, Inc. and Kasa Living, Inc., both non-public) |
| Prior public company boards | Strategic Hotels & Resorts, Inc. (NYSE: BEE); Morgans Hotel Group (Nasdaq: MHGC); Hilton Hotels & Resorts; Westin Hotels & Resorts (among others) |
| Potential interlocks/conflicts | Serves on KREF’s Affiliate Transaction Committee, which reviews KKR-related and other related-person transactions; committee is fully independent . No specific Langer-related transactions disclosed . |
Expertise & Qualifications
- Former public company CEO; extensive real estate/credit and lodging investment experience; board leadership on special transactions; private equity operating background (Bain/Carlyle-style governance skillset); Wharton-trained finance expertise .
- Board considered his “extensive real estate and investment expertise” and significant prior board experience .
Equity Ownership
| Holder | Beneficial Ownership (as of Mar 3, 2025) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jonathan A. Langer | 58,521 shares | <1% | Beneficial ownership table; footnotes indicate inclusion of RSUs vesting within 60 days for applicable directors |
| Unvested director RSUs at 12/31/2024 | 11,270 | — | Annual 2024 director grant unvested at year-end, vesting on first anniversary; Langer elected deferral |
- Ownership Guidelines: Non-employee directors must hold ≥3x annual cash retainer within 5 years; all non-employee directors are in compliance (indicates alignment; Langer included) .
- Hedging/Pledging: Policy prohibits hedging, short sales, derivatives, and margin transactions; no pledging disclosed for Langer .
Governance Assessment
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Strengths and Investor-Confidence Signals
- Independent status with material committee leadership (Compensation Chair) and service on Nominating and Affiliate Transaction committees that are central to governance quality and conflict oversight .
- Solid engagement: met attendance thresholds with an active 2024 meeting cadence across board and committees; attended the annual meeting .
- Pay alignment: balanced mix of cash ($120k) and time-vested equity ($110k RSUs), with voluntary deferral into DSUs—supports long-term alignment; director stock ownership policy in compliance (3x retainer) .
- Conflict controls: Independent Affiliate Transaction Committee (including Langer) oversees related-person and KKR-affiliated transactions and reviews manager performance/fees, providing a formal mitigation channel for conflicts inherent in KREF’s external management structure .
- Shareholder sentiment: Say‑on‑pay support remained strong (~97% approval at 2024 AM) signaling broad investor support for compensation philosophy and program design .
-
Structural Considerations and Potential Risks
- External management by KKR concentrates economic levers (fees, resources) outside KREF; however, the independent Affiliate Transaction Committee has explicit authority over related-person transactions and manager oversight, which helps mitigate conflict risk .
- KKR affiliates own ~14.6% of KREF; while not a Langer-specific issue, significant sponsor ownership plus external management can raise perceived governance risks; independent director leadership and committee structures are critical counterbalances .
-
RED FLAGS (none specific to Langer disclosed)
- No related-person transactions, pledging, low attendance, or pay anomalies disclosed for Langer in the latest proxy .
Appendix: Director Compensation (FY2024)
| Director | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Jonathan A. Langer | $120,000 | $110,000 | $230,000 |
Standard non-employee director program: $95k cash retainer; committee retainers as applicable; $110k RSU grant vesting in one year; out-of-pocket reimbursements .
Policy & Controls Highlights
- Executive sessions of independent directors held regularly; Lead Independent Director (McAneny) presides .
- Insider Trading Policy prohibits hedging/shorting/derivatives/margin transactions in company securities .
- Equity plans include clawback provisions and prohibit repricing without shareholder approval; no “evergreen;” no liberal share recycling in new 2025 Omnibus Plan .