Kelly Galligan
About Kelly Galligan
Kelly Galligan, 48, has served as KKR Real Estate Finance Trust Inc. (KREF) General Counsel and Secretary since October 22, 2024; she joined KKR in 2022 and is a Managing Director and General Counsel of Real Estate, with prior senior legal and CMBS roles at AIG Investments, Merrill Lynch, and law firms Cahill and Proskauer . She holds a B.A. in Political Science from St. Peter’s University and a J.D. from Albany Law School, and serves on the Real Estate Capital Policy Advisory Committee of the Real Estate Roundtable, mentoring through ULI and SEO . Company performance context (for pay-versus-performance disclosure): KREF’s TSR (value of $100 investment) was $97 (2020), $123 (2021), $91 (2022), $100 (2023), and $84 (2024); Net Income to common was $53.6m (2020), $125.6m (2021), $15.4m (2022), $(53.9)m (2023), and $13.1m (2024); Distributable Earnings were $109.3m (2020), $92.4m (2021), $109.6m (2022), $57.6m (2023), and $(70.7)m (2024) .
Company Performance (Pay-Versus-Performance Disclosure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 (Company) | 97 | 123 | 91 | 100 | 84 |
| TSR – Value of $100 (Peer Index) | 80 | 94 | 69 | 79 | 79 |
| Net Income Attributable to Common ($000s) | 53,553 | 125,635 | 15,371 | (53,919) | 13,071 |
| Distributable Earnings ($000s) | 109,321 | 92,393 | 109,614 | 57,558 | (70,683) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KKR | Managing Director; General Counsel of Real Estate | Since 2022 | Senior legal leadership across KKR Real Estate; supports KREF governance and execution . |
| AIG Investments | Managing Director; GC to U.S. Commercial Real Estate Finance | 15 years (pre-2022) | Led legal for U.S. CRE finance, spanning equity and debt businesses . |
| Merrill Lynch | Vice President, Fixed Income (CMBS originations) | Not disclosed | CMBS origination expertise; structured finance execution . |
| Cahill; Proskauer | Attorney (private practice) | Not disclosed | Early legal career foundations in corporate/finance law . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Real Estate Roundtable | Real Estate Capital Policy Advisory Committee member | Not disclosed | Policy input on capital markets impacting CRE finance . |
| Urban Land Institute (ULI); Sponsors for Educational Opportunity (SEO) | Mentor | Not disclosed | Talent development and industry mentorship . |
Fixed Compensation
- KREF has no employees; NEOs (including the General Counsel) are employees of KKR/the Manager. KKR paid aggregate base salary, cash bonus and incentive fee participation of $5 million to NEOs in 2024 (20.4% of management and incentive fees); KKR apportioned pay in 2024 was 15.44% fixed and 84.56% performance-based in aggregate, with no fixed metrics used for variable pay determination .
- KREF’s direct 2024 compensation to Galligan consisted of an equity grant (see below); no base salary or cash bonus was paid directly by KREF to Galligan in 2024 (dashes in Summary Compensation Table) .
| Component (KREF) | 2024 |
|---|---|
| Base Salary ($) | — |
| Target Bonus (%) | Not disclosed |
| Actual Bonus Paid ($) | — |
Performance Compensation
- Structure: Time-based RSUs; no options or PSUs historically used for executive awards; dividend equivalents paid on RSUs; executives must retain at least 15% of shares underlying vested equity prior to tax netting .
- Clawback: Adopted in 2023; mandatory recoupment upon financial restatement; company historically has not used “incentive-based compensation” tied to financial reporting measures under Rule 10D-1 .
- Metrics/Weighting: Compensation Committee considers company performance (e.g., TSR, Net Income, Distributable Earnings) among other factors but does not use fixed performance metric targets to determine variable comp for KKR-paid elements; no formal payout curves disclosed .
Equity Grants (Galligan)
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| 12/16/2024 | RSUs | 3,500 | 39,445 | Three substantially equal annual installments on Oct 1, 2025, Oct 1, 2026, Oct 1, 2027 | Paid in same form/amount as common dividends; equivalents are fully vested on payment |
Incentive Design (Disclosure Summary)
| Element | Design Detail |
|---|---|
| Options/SARs | Not historically used in executive program; no timing policy needed for options/SARs . |
| Performance Awards (PSUs) | Not disclosed; recent awards are time-vested RSUs . |
| Ownership Retention | Must retain at least 15% of vested shares prior to net settlement for taxes . |
| Clawback | 2023 policy per NYSE Rule 10D-1 for restatements; applies to covered executives . |
Equity Ownership & Alignment
As of March 3, 2025 (proxy record date), Galligan beneficially owned less than 1% of outstanding shares; the table lists “—” (no reportable common stock) for her name in the beneficial ownership table . She holds unvested RSUs granted in December 2024 (below).
| Category | Amount/Status | Notes |
|---|---|---|
| Common Shares Beneficially Owned | —; <1% | As of March 3, 2025 . |
| Unvested RSUs | 3,500 units (market value $35,350 at $10.10 on 12/31/2024) | Vests in three equal installments on Oct 1, 2025/2026/2027 . |
| Vested RSUs/DSUs | None for 2024 (no vesting shown for Galligan) | Nonqualified deferred comp table shows no deferrals for Galligan . |
| Options (Exercisable/Unexercisable) | None disclosed | No options historically in executive program . |
| Hedging/Margin | Prohibited (short sales, margin purchases, derivatives/hedges) per Insider Trading Policy . | |
| Pledging | No pledging disclosure; margin/derivative prohibitions apply . | |
| Ownership/Retention Policy | Must retain at least 15% of shares underlying vested awards pre-tax . | |
| Dividend Equivalents on RSUs | Paid and fully vested when paid . |
Employment Terms
- Appointment/Role: Appointed General Counsel and Secretary effective October 22, 2024 .
- Employer/Contract Structure: Externally managed; NEOs are KKR employees. KREF provides RSUs under its Omnibus Incentive Plan; KKR determines base/bonus and other KKR compensation elements .
- Termination/Change-in-Control Economics (KREF equity):
- Unvested RSUs cease vesting upon termination; death or disability triggers immediate vesting of unvested RSUs .
- In an “Adjustment Event” (including change-in-control), the Compensation Committee may, in its discretion, accelerate, substitute, cancel for cash/equity, or otherwise adjust awards; no automatic single/double-trigger acceleration is specified in the plan text .
- Severance Multiples/COC Multiples: Not disclosed; no specific cash severance arrangements for KREF disclosed for Galligan (program is via KKR) .
Investment Implications
- Alignment and Selling Pressure: Galligan’s KREF equity exposure is modest (3,500 time-based RSUs granted in Dec-2024) with first vest in Oct-2025; the 15% retention rule and dividend-equivalent accruals support alignment but near-term insider selling pressure appears limited given the small grant size and no vested KREF equity as of YE24 .
- Pay-for-Performance Rigor: KREF’s executive equity is time-vested RSUs without formal performance metrics, and KKR (as employer) does not use fixed metrics for variable pay, which may dilute strict pay-performance linkage, though the 2023 clawback enhances accountability on restatements .
- Retention Risk: External-manager model concentrates cash compensation decisions at KKR; Galligan’s incremental KREF equity and vesting ladder through 2027 provide retention incentives, with death/disability acceleration but no guaranteed COC acceleration (committee discretion) .
- Governance/Policies: Hedging, margin, and derivative transactions are prohibited; ownership retention and deferral plan (if elected) can further align long-term exposure and smooth supply of shares on vest dates .
- Performance Backdrop: Company TSR declined in 2024 vs 2023, and Distributable Earnings were negative in 2024, framing a challenging operating backdrop for value creation initiatives in the near term .