Paula Madoff
About Paula Madoff
Paula Madoff (age 57) has served on KKR Real Estate Finance Trust Inc.’s (KREF) Board since May 2018. She is an advisor to The Goldman Sachs Group after a 30-year career there as a Partner in the Global Markets Division, with deep experience in capital markets, risk management, and interest rate/mortgage products. She holds an MBA from Harvard Business School and a BA in Economics, cum laude, from Lafayette College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner, Global Markets Division; Advisor (current) | ~30 years (prior to advisor role) | Member of Securities Division Operating Committee, Firmwide New Activity Committee, GS Bank USA Client & Business Standards Committee, Counterparty Risk Committee; Co-Chair of Retirement Committee; CEO of Goldman Sachs Mitsui Marine Derivatives Products, L.P. |
| ICE Benchmark Administration | Director | Prior role | Chair, ICE LIBOR Oversight Committee |
| Wasserstein Perella | M&A | Prior role | — |
| Bankers Trust | Corporate and Real Estate Finance | Prior role | — |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Power Corporation of Canada (TSX: POW) | Non-executive Director | Public | Current |
| Great-West Lifeco (TSX: GWO) | Non-executive Director | Public | Current |
| Tradeweb (Nasdaq: TW) | Non-executive Director | Public | Current |
| Santander Holdings USA; Santander Bank NA | Non-executive Director | Private/Bank | Current |
| Beacon | Director | — | Current |
| Putnam Investments | Director | Private | Former |
| Motive Capital Corp I (NYSE: MOTV); Motive Capital Corp II (NYSE: MTVC) | Director | Public (SPACs) | Former |
| Harvard Business School Alumni Board | President | Non-profit | Current |
| HKS Women & Public Policy Program | Women’s Leadership Board Member | Academic | Current |
| David Rockefeller Fellow | Fellow | Civic | Current |
Board Governance
- Independence: The Board determined Ms. Madoff is independent under NYSE standards and KREF’s Corporate Governance Guidelines. As an Audit Committee member, she is independent under Exchange Act Rule 10A‑3; as a Compensation Committee member, she is independent under Section 10C(b) .
- Committee assignments and roles (2024–2025):
- Audit Committee: Member; all members are financially literate and qualify as “audit committee financial experts” under SEC rules .
- Compensation Committee: Member .
- Affiliate Transaction Committee: Chairperson; Committee reviews and approves related-person transactions and oversees potential conflicts involving KKR and affiliates, including Manager fees and performance .
- Meetings/attendance: In 2024 the Board met 8 times; committees met as follows—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 .
- Board leadership: Chair separate from CEO; Lead Independent Director is Deborah H. McAneny (since 2019). Independent directors hold regular executive sessions .
Fixed Compensation (Director Pay Structure and Madoff 2024)
| Component | KREF Independent Director Policy | Amount for Madoff (2024) |
|---|---|---|
| Annual cash retainer | $95,000 (paid quarterly) | Included in total below |
| Committee fees | Audit: $15,000 member; Compensation: $7,500 member; Nominating: $5,000 member; Affiliate Transaction: $5,000 member; Chair fees: Audit $20,000, Comp $15,000, Nominating $10,000, Affiliate $10,000 | Audit member $15,000; Compensation member $7,500; Affiliate Transaction Chair $10,000 |
| Lead Independent Director | +$30,000 (if applicable) | N/A |
| Cash fees earned (total) | — | $127,500 (Fees Earned) |
| Meeting fees | None disclosed | — |
- 2024 Cash/Equity Mix for Madoff: Cash $127,500; Equity $110,000 (46% equity) .
Performance Compensation (Equity; alignment features)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| April 19, 2024 | RSUs | 11,270 | $110,000 | Vests in full on first anniversary of grant | Standard annual grant for independent directors; dividend equivalents paid on RSUs/DSUs when KREF pays dividends |
- Deferral Plan: Directors can elect to defer RSU settlements into DSUs under the Directors & Officers Deferral Plan; for 2024, Esteves and McAneny and Langer elected deferral—Madoff is not listed among deferrers for 2024 .
- Clawback: KREF adopted an NYSE-compliant Incentive Compensation Clawback Policy (effective for incentive-based comp received on/after Oct 2, 2023) .
- Hedging/derivatives: Insider Trading Policy prohibits short sales, margin transactions, and use of swaps, options, or other derivatives designed to hedge KREF stock .
Other Directorships & Interlocks
| Company | Sector/Type | Potential Interlock Considerations |
|---|---|---|
| Tradeweb (TW) | Market infrastructure | Capital markets expertise; no KREF-related related-party transactions disclosed . |
| Power Corporation of Canada (POW) | Financials/Holding | No KREF-related related-party transactions disclosed . |
| Great-West Lifeco (GWO) | Insurance/Financials | No KREF-related related-party transactions disclosed . |
| Santander Holdings USA / Santander Bank NA | Banking | No KREF-related related-party transactions disclosed . |
| Beacon | — | No KREF-related related-party transactions disclosed . |
The Affiliate Transaction Committee that Ms. Madoff chairs reviews KKR/affiliate-involved and other related-person transactions, including Manager fees and potential conflicts, providing structural mitigation for interlock/conflict risk .
Expertise & Qualifications
- Capital markets, risk management, interest rate and mortgage product expertise; extensive board and committee experience across public and private institutions .
- Audit committee financial expert qualification through Audit Committee service; all members qualify under SEC rules .
- Education: MBA (Harvard Business School); BA in Economics, cum laude (Lafayette College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Paula Madoff | 41,104 | <1% | As of March 3, 2025; KREF outstanding shares: 68,713,596 |
| Unvested RSUs held (director annual grant) | 11,270 | — | As of 12/31/2024; vests on first anniversary of 4/19/2024 grant |
- Director ownership guideline: 3x annual cash retainer within five years; all non-employee directors are in compliance .
Governance Assessment
-
Strengths
- Independent director with capital markets and risk credentials; Audit and Compensation Committee independence affirmed .
- Audit Committee “financial expert” status enhances financial reporting oversight .
- Chairs Affiliate Transaction Committee overseeing related-party/conflict matters involving KKR and the Manager—critical for an externally managed REIT .
- Active engagement: Board/committee attendance ≥75% and attendance at annual meeting in 2024 .
- Pay alignment: Equity RSUs with one‑year vest and dividend equivalents; director stock ownership policy met; 2024 mix ~46% equity .
- Shareholder support: Say‑on‑Pay received ~97% approval at 2024 meeting, signaling positive investor sentiment toward pay design and governance .
-
Watch items / potential conflicts
- Multiple concurrent directorships across financial institutions and market infrastructure increase time-commitment and interlock optics, though no KREF-related related‑party transactions are disclosed; structural mitigation via her leadership of the Affiliate Transaction Committee .
- Advisor role at Goldman Sachs may intersect with market counterparties; no specific KREF related‑party transactions disclosed .
-
Policy safeguards
- Insider Trading Policy bans hedging/shorts/margin; Clawback policy in place; regular executive sessions of independent directors; Lead Independent Director structure .