W. Patrick Mattson
About W. Patrick Mattson
W. Patrick Mattson is 51 and has served as President and Chief Operating Officer of KREF since March 2020, after serving as COO and Secretary from October 2015 to March 2020; he is a Managing Director at KKR and COO of the Real Estate Credit group, sits on the Real Estate Credit Investment and Portfolio Management Committees, holds a B.A. from the University of Virginia, and is a CFA charterholder . Overall company performance during his tenure shows mixed trends: KREF’s TSR fell to 84 in 2024 from 100 in 2023 (based on a fixed $100 investment methodology), net income attributable to common stockholders was $13.1 million in 2024, and Distributable Earnings were negative $70.7 million in 2024; say‑on‑pay support was 97% in 2024 .
| Performance Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Fixed $100) | 97 | 123 | 91 | 100 | 84 |
| 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 (Real Estate Credit) | Managing Director; COO Real Estate Credit; Investment Committee & Portfolio Management Committee member | Since 2015 | Led mezzanine/credit platform operations and investment processes, aligning KREF with KKR’s real estate credit capabilities |
| KREF | COO & Secretary | Oct 2015–Mar 2020 | Built public company operating infrastructure pre‑ and post‑IPO; coordinated Manager interface |
| Rialto Capital Management | Managing Director; led mezzanine debt platform | Prior to 2015 | Expanded mezzanine lending capabilities and pipeline |
| Morgan Stanley | Various roles in commercial real estate; securitized products trading desk | ~9 years | Deepened CMBS/securitized products expertise and risk management |
| Deloitte & Touche | CMBS practice | Prior role | Foundation in CMBS analytics and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mortgage Bankers Association (MBA) CRE Multifamily Finance Board of Governors | Member | Current | Industry policy and market standards engagement |
Fixed Compensation
KREF is externally managed and does not pay cash compensation to Mattson; cash compensation is paid by KKR and not disclosed at the individual level. For context, KKR paid aggregate base salary, cash bonus and Company incentive fee participation to KREF’s NEOs of $5.0 million in 2024 (20.4% of KREF’s management and incentive fees), with aggregate KKR‑paid mix of 15.44% fixed and 84.56% performance‑based; KREF reimburses only the CFO’s allocable salary/benefits under the Management Agreement, and the CFO has no severance arrangement from KREF .
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | Not disclosed (paid by KKR, not KREF) | KREF does not set or pay Mattson’s salary |
| Target Bonus % | Not disclosed (paid by KKR) | No fixed metrics disclosed by KKR; discretionary factors used |
| Actual Bonus | Not disclosed (paid by KKR) | Aggregate mix: 84.56% performance‑based for NEOs in 2024 |
Performance Compensation
KREF uses time‑based RSUs (no PSUs or options historically) to align executives with shareholders; awards receive dividend equivalents, and executives must retain at least 15% of shares underlying vested awards before net settlement for withholding taxes .
| RSU Grants (Mattson) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant Date | 12/19/2022 | 12/18/2023 | 12/16/2024 |
| RSUs Granted (#) | 22,800 | 45,667 | 73,500 |
| Grant Date Fair Value ($) | 1,000,692 | 922,695 | 828,345 |
| Vesting Schedule | Vests 10/1/2025 | Vests 10/1/2025 & 10/1/2026 | Vests 10/1/2025, 10/1/2026 & 10/1/2027 |
| Dividend Equivalents | Eligible; fully vested upon payment | Eligible | Eligible |
| Ownership Retention Requirement | Retain ≥15% of shares on vesting prior to net settlement | Retain ≥15% | Retain ≥15% |
| Incentive Design Detail | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Time‑based RSUs | N/A (time‑based) | N/A | N/A | N/A | Shares per vest schedule | Annual tranches per schedule |
Vesting activity and deferrals:
- Shares acquired on vesting in 2024: 66,633; value realized on vesting: $798,263; Mattson voluntarily deferred delivery of the 2022 and 2023 RSUs that vested on 10/1/2024 for five years under KREF’s Deferral Plan .
- 2024 deferral contributions credited as DSUs: $546,683; aggregate DSU balance at 12/31/2024: $691,173; DSUs accrue dividend equivalents and are paid on change‑in‑control or elected distribution schedule .
Equity Ownership & Alignment
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial Ownership (Common Shares) | 231,820; less than 1% of outstanding |
| Shares Outstanding (Record Date for 2025 Meeting) | 68,713,596 |
| Unvested RSUs (12/31/2024) | 141,967 unvested; market value $1,433,867 at $10.10/share |
| DSU Balance (12/31/2024) | $691,173 |
| Stock Ownership Requirement | Executives must retain at least 15% of shares underlying vested equity awards before net settlement for tax withholding |
| Hedging/Margin/Pledging | Hedging, derivatives, and purchasing on margin are prohibited by Insider Trading Policy; awards are non‑transferable and may not be pledged or encumbered; no executive share pledging disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | KREF has no employment agreements with executives; externally managed; KKR sets/pay cash comp |
| Severance | No KREF severance arrangements for executives; CFO has no severance; equity is subject to plan terms |
| RSU Termination Treatment | Unvested RSUs cease vesting upon termination other than death/disability; upon death/disability, unvested RSUs immediately vest |
| Change‑in‑Control (Deferral Plan) | DSUs paid in a lump sum upon change in control |
| Change‑in‑Control (Equity Plan) | Committee may adjust/accelerate/cancel awards and pay value; no explicit single/double‑trigger vesting mandate |
| Clawback | Mandatory recoupment of excess incentive‑based compensation upon financial restatement (Rule 10D‑1); historically, program did not include incentive‑based comp tied to reporting measures |
| Insider Trading Policy | Prohibits short sales, margin purchases, and derivative hedging; filed as Exhibit 19.1 to 2024 Form 10‑K |
Investment Implications
- Alignment and retention: Multi‑year, time‑based RSUs and a 15% “hold‑through‑vesting” policy create meaningful alignment; Mattson’s significant 2024 deferrals reduce near‑term selling pressure and signal confidence/retention commitment .
- Pay‑for‑performance calibration: KREF’s equity grants are not tied to explicit financial metrics; KKR pays cash comp with discretionary performance assessment (not metric‑driven), which can dilute strict pay‑for‑performance but supports flexibility across credit cycles .
- Change‑in‑control economics: DSU lump‑sum on change‑in‑control and plan-level discretion to accelerate/cancel awards introduce potential event‑driven payout optionality; lack of cash severance reduces parachute risk but still leaves equity event exposure .
- Trading signals: 2024 TSR decline and negative Distributable Earnings may constrain future equity grant sizing, but 97% say‑on‑pay support indicates low governance friction; deferrals and ownership requirements lessen immediate supply overhang from vesting .
- Risk flags: Hedging/margin bans and anti‑repricing provisions are positive; no disclosure of pledging; RSUs accelerate only for death/disability; no KREF severance multiples or tax gross‑ups disclosed .