Terrance R. Ahern
About Terrance R. Ahern
Terrance R. Ahern (age 69) is an independent director of KKR Real Estate Finance Trust Inc. (KREF), serving since May 2017. He co‑founded and served as CEO and Chairman Emeritus of The Townsend Group and was a Special Advisor to the President of Aon plc; he began his career in private legal practice and later served as a vice president at a real estate investment bank. He holds a B.A., magna cum laude, and J.D., cum laude, from Cleveland State University, and brings deep real estate investment and governance expertise to KREF’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Townsend Group | Co‑Founder; former CEO; Chairman Emeritus | Not disclosed | Global real assets investment solutions leadership |
| Aon plc | Special Advisor to the President | Not disclosed | Strategic advisory (not committee‑specific) |
| Real Estate Investment Bank | Vice President | Not disclosed | Investment banking leadership |
| Private Legal Practice | Attorney | Early career | Legal training/background |
| Berkshire Realty Company, Inc. (NYSE: BRI) | Independent Director | 1997–1999 (until taken private) | Not disclosed |
| PREA (Pension Real Estate Association) | Former Board member | Not disclosed | Industry governance experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Site Centers Corp. (NYSE: SITC) | Chairman of the Board | Current | Chair, Compensation; Member, Audit, Dividend Declaration, Pricing |
| National Council of Real Estate Investment Fiduciaries (NCREIF) | Member | Not disclosed | Not disclosed |
| PREA | Former Board member | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board affirmed Mr. Ahern is independent under NYSE standards and KREF’s Corporate Governance Guidelines; he also meets Exchange Act Section 10C(b) independence for Compensation Committee service .
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee (not a chair at KREF) .
- Attendance and engagement: In 2024 the Board met 8 times; committees met Audit (5), Compensation (2), Nominating & Corporate Governance (1), Affiliate Transaction (1). Each director attended the annual meeting and at least 75% of aggregate Board and applicable committee meetings .
- Lead Independent Director and executive sessions: Deborah H. McAneny has served as Lead Independent Director since 2019; independent directors hold regular executive sessions and at least one private session annually, presided over by the Lead Independent Director .
- Conflict oversight: Affiliate Transaction Committee (independent directors) reviews related person transactions and KKR/Manager conflicts; Ahern is not a member of this committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $95,000 | Paid quarterly |
| Compensation Committee membership fee (2024) | $7,500 | Member rate |
| Nominating & Corporate Governance Committee membership fee (2024) | $5,000 | Member rate |
| Total cash fees earned (2024) | $107,500 | As disclosed for Ahern |
Performance Compensation
| Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | April 19, 2024 | 11,270 | $110,000 | Vests in full on first anniversary | Standard non‑employee director grant |
Performance metric framework for director equity
| Metric | Applied to Director Equity? | Detail |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile, ESG goals | No | Annual director RSU awards are time‑based and not tied to performance metrics; vest on first anniversary |
| Clawback applicability | Yes | Awards are subject to clawback/recoupment under the Omnibus Incentive Plan and any Board policy and applicable law |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Site Centers Corp. (NYSE: SITC) | Chairman; Comp Chair; Audit/Dividend/Pricing member | No KREF‑disclosed related‑party transactions with SITC; KREF conflict reviews managed by Affiliate Transaction Committee |
No director‑specific related party transactions involving Mr. Ahern were disclosed in KREF’s proxy; related‑party disclosures focus on KKR/Manager relationships and agreements (e.g., Management Agreement, KKR Capital Markets, license, registration rights) .
Expertise & Qualifications
- Real assets investment leadership: Co‑founder/CEO of Townsend; governance roles at PREA/NCREIF; deep real estate fiduciary experience .
- Public company governance: Current chairman and compensation chair at SITC; prior BRI independent director; broad committee exposure .
- Legal and finance background: J.D. and investment banking experience; strengthens oversight across compensation and nomination/governance topics .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Terrance R. Ahern | 26,469 | * (<1%) |
- Director stock ownership guidelines: Non‑employee directors must own shares equal to 3x annual cash retainer within five years; all non‑employee directors are in compliance .
- Hedging/derivatives: Insider Trading Policy prohibits short sales, margin purchases, and the use of derivatives (equity swaps, puts, calls, options) or instruments designed to hedge or offset decreases in KREF stock value .
Governance Assessment
- Independence and committee alignment: Ahern’s independence and service on Compensation and Nominating & Corporate Governance committees support board effectiveness and oversight; he satisfies heightened independence standards for Compensation Committee service .
- Attendance and engagement: 2024 attendance thresholds met, indicating baseline engagement; the board and committees maintained regular cadence including executive sessions led by the Lead Independent Director .
- Pay structure and alignment: Cash fees reflect role‑based retainers; equity RSUs vest time‑based (no performance metrics), but alignment is reinforced by stock ownership guidelines and anti‑hedging policy; plan‑level clawback provisions cover awards .
- Conflicts: No Ahern‑specific related‑party transactions disclosed; KREF’s Affiliate Transaction Committee (independent) oversees KKR/Manager conflicts and fee reviews, mitigating perceived conflicts from external management .
- Shareholder sentiment: 2024 say‑on‑pay approval was ~97%, indicating generally positive investor support for KREF’s compensation framework (context for overall governance, though focused on NEOs) .
RED FLAGS: None disclosed specific to Ahern. No pledging reported; hedging/derivative transactions are prohibited by policy . Equity awards are time‑based (not performance‑based), which is typical for directors but offers less direct pay‑for‑performance linkage; however, ownership guidelines and clawback protections provide alignment mechanisms .