Ralph F. Rosenberg
About Ralph F. Rosenberg
Ralph F. Rosenberg (age 60) is Chairman of the Board of KKR Real Estate Finance Trust Inc. (KREF) and has served as a director since October 2014; he is not independent and is also a Partner at KKR, where he serves as Chairman of KKR’s Real Estate Assets Platform and is a member of KREF’s external Manager’s investment committee . Prior to KKR (joined 2011), he was a partner at Eton Park Capital Management, founded R6 Capital Management (merged into Eton Park), and was previously a partner at Goldman Sachs; he holds a B.A. from Brown University (magna cum laude) and an MBA from Stanford GSB .
Past Roles
| Organization | Role | Tenure/Date(s) | Committees/Impact |
|---|---|---|---|
| KKR | Partner; Chairman, KKR Real Estate Assets Platform | Since 2011 | Member of KREF Manager’s investment committee |
| Eton Park Capital Management | Partner (R6 Capital merged into Eton Park) | Not disclosed | Led real estate investing; prior to KKR role |
| R6 Capital Management | Founder/Principal | Not disclosed | Firm later merged into Eton Park |
| Goldman Sachs | Partner | Not disclosed | Senior leadership experience in real estate investing |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| KKR Real Estate Select Trust | Chairman of the Board | Non-traded REIT/Investment Vehicle | Board leadership role |
| KKR Realty Japan Management | Director | Real Estate | Board member |
| Brown University Investment Committee | Member | Non-profit/Endowment | Investment oversight |
| Urban Land Institute Investment Committee | Member | Industry Association | Industry leadership; former global/U.S. Trustee |
| Additional prior non-profit boards (PREA, PREA Foundation, AFIRE, Stanford GSB Trust, Masters School) | Various trustee/board roles | Non-profit/Academic | Demonstrates sector engagement and governance experience |
Board Governance
- Role and independence: Rosenberg serves as non-executive Chair; he is not independent under NYSE/KREF standards (independence affirmed for Ahern, Langer, Esteves, Madoff, McAneny—Rosenberg not listed among independents) .
- Board structure: Chair and CEO roles are separated (Rosenberg Chair; Salem CEO). Lead Independent Director is Deborah H. McAneny (since 2019), who presides over executive sessions .
- Committees: Rosenberg is not listed as a member of Audit, Compensation, Nominating & Governance, or Affiliate Transaction Committees .
- Meetings and attendance: 2024 meetings—Board (8), Audit (5), Compensation (2), Nominating & Governance (1), Affiliate Transaction (1); each director attended the annual meeting and at least 75% of aggregate meetings of the Board and applicable committees .
Committee composition snapshot:
| Committee | Chair | Members |
|---|---|---|
| Audit | Deborah H. McAneny | McAneny, Paula Madoff, Irene M. Esteves |
| Compensation | Jonathan A. Langer | Langer, Terrance R. Ahern, Paula Madoff |
| Nominating & Corporate Governance | Irene M. Esteves | Esteves, Langer, McAneny |
| Affiliate Transaction | Paula Madoff | Madoff (Chair), Langer, Esteves, McAneny |
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $0 | Rosenberg is a KKR employee; KREF pays him no additional remuneration for Board service |
| Committee/Chair fees | $0 | Applicable fees are for independent directors only; Rosenberg not eligible |
| Lead Independent Director premium | N/A | Applies to Lead Independent Director (McAneny) |
| Meeting fees | $0 | Not applicable beyond retainers |
| Director equity (RSUs) | $0 | Independent directors each received 11,270 RSUs ($110,000); Rosenberg received none |
Reference director fee schedule (independent directors, 2024): $95,000 cash retainer; Audit $15k/$20k chair, Compensation $7.5k/$15k chair, N&G $5k/$10k chair, Affiliate Transaction $5k/$10k chair; plus $110,000 annual RSU grant vesting in one year .
Performance Compensation (Director)
| Performance-linked element | Structure | FY2024 Detail |
|---|---|---|
| Performance equity (e.g., PSUs) | Not disclosed for directors | None disclosed for directors; independent directors receive time-based RSUs; Rosenberg received no director equity as a KKR employee |
| Performance metrics tied to director pay | — | No performance metrics disclosed for director compensation |
Related policies:
- Deferral Plan (directors/officers may defer RSU settlements into DSUs; some independent directors elected deferral in 2024) .
- Company adopted an NYSE Rule 10D-1 compliant clawback policy in 2023; historically no incentive-based comp for directors disclosed; clawback applies to covered executives .
Other Directorships & Interlocks
| Entity | Relationship to KREF | Interlock/Transaction Detail |
|---|---|---|
| KKR & Co. Inc. ecosystem | Manager/affiliate | KREF is externally managed by KKR Real Estate Finance Manager LLC; management fee = greater of $250k or 1.50% of Equity; incentive fee formula tied to Distributable Earnings over 7% hurdle; $30.3m paid in 2024 ($24.5m management fees; $5.7m reimbursements including CFO comp) . Rosenberg is a KKR Partner and sits on the Manager’s investment committee . |
| KKR Capital Markets (KCM) | KKR affiliate service provider | KCM receives arrangement/structuring fees on various facilities; examples include $2.8m on revolver upsize in Q1’25; $1.3m on secured term loan repricing/upsize in Q1’25; historical facility fee arrangements in 2022–2024 . |
| Governance rights | KKR designation right | Bylaws require, while Manager/affiliate serves as manager, the Board slate must include at least one individual designated by KKR Group Partnership L.P. . |
| KKR license | Naming rights | KREF licenses “KKR” name/ticker/domain from KKR; termination requires rebranding . |
Expertise & Qualifications
- Real estate investing leadership across equity and credit; board experience across KKR real estate vehicles; strategic and industry governance roles (ULI, PREA) .
- Academic credentials: Brown University B.A. (magna cum laude); Stanford GSB MBA .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Detail |
|---|---|---|---|
| Ralph F. Rosenberg | 250,578 | <1% | Includes 125,289 shares held by Rosenberg Enterprises, L.P., over which he has investment authority |
Additional ownership context:
- KKR affiliates beneficially own 10,000,001 shares (14.6%) .
- Non-employee director stock ownership policy requires 3x cash retainer within five years; excludes non-employee directors employed by the Manager/affiliates; all subject directors are in compliance .
- Insider Trading Policy prohibits hedging and comparable derivative transactions, and prohibits margin purchases; reinforces alignment and risk management expectations .
Governance Assessment
-
Strengths
- Separated Chair/CEO roles, with a Lead Independent Director presiding over executive sessions; independent committee leadership across Audit, Compensation, N&G, and Affiliate Transaction Committees supports oversight .
- Affiliate Transaction Committee of independent directors reviews/approves related-party transactions with KKR affiliates, helping mitigate conflicts inherent to external management .
- Board/committee engagement: each director attended the annual meeting and met at least the 75% attendance threshold; Board met 8 times in 2024 .
- Say-on-pay support: 97% approval at 2024 annual meeting indicates broad investor support for executive compensation approach at that time .
-
Risk factors and potential red flags
- Non-independent Chair with deep KKR affiliation (KKR Partner; Manager IC member) raises inherent conflict-of-interest concerns in an externally managed REIT structure .
- Extensive related-party exposure: substantial fees to Manager and KKR Capital Markets (e.g., $30.3m to Manager in 2024; multi-million KCM fees for financing transactions), necessitating rigorous conflict controls and clear disclosure of approvals by independent directors .
- KKR governance rights to designate at least one director while serving as Manager and reliance on a KKR name license could entrench affiliate influence; management agreement features a sizable termination fee (3x average annual management + incentive fees), which can reduce termination optionality and may be viewed as entrenchment risk .
- Director pay alignment: Rosenberg receives no KREF director fees/equity, which avoids double compensation but also means his financial incentives primarily flow through KKR economics rather than KREF’s standalone director equity program used to align independent directors with minority shareholders .
Overall implication: Rosenberg brings deep sector expertise and leadership as Chair but is structurally conflicted given his KKR roles. The independent-led committees—especially the Affiliate Transaction Committee—and robust related-party review are critical mitigants that investors should monitor closely, alongside disclosures of Manager fees, KCM engagements, and any changes to the management agreement .