Avi Banyasz
About Avi Banyasz
Avi Banyasz, 52, serves as Chairman of the Board of Directors of TPG RE Finance Trust, Inc. (TRTX) and has been a director since December 2014. He is a partner at TPG and co-head of TPG Real Estate, with prior roles at Westbrook Partners (managing principal, investment committee) and Bear Stearns; he holds a Bachelor of Commerce with High Distinction from the University of Toronto . He is not an independent director under NYSE standards and TRTX’s guidelines, with Bradley Smith serving as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Real Estate | Co-Head; Partner | 2011–present | Co-manages ~70-person platform; strategic oversight for commercial real estate |
| Westbrook Partners | Managing Principal; Investment Committee Member | ~1998–2011 | Real estate private equity leadership; investment decision-making |
| Bear Stearns & Co. | Investment Professional | Prior to Westbrook Partners | Early career in finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Strategic Office Partners | Director | Current | Board service |
| Cinespace | Director | Current | Board service |
Board Governance
- Board leadership: Chairman of the Board; not independent; Bradley Smith is Lead Independent Director .
- Committee memberships: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees (Audit: Gillmore, Silverstein, Smith; Compensation: Gillmore, Schuster, Silverstein, Smith; Nominating: Gillmore, Schuster, Silverstein, Smith) .
- Attendance: In 2024, the Board held 8 meetings; each director attended at least 75% of combined Board and committee meetings; all directors attended the May 14, 2024 annual meeting .
- Executive sessions: Independent directors periodically hold executive sessions without management; led by Nominating chair or another independent director .
- Director stock ownership guidelines: Each director must own at least $200,000 in TRTX common stock within five years of election; anti-hedging policy prohibits hedging/monetization transactions .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Cash Fees | $0 | FY 2024 | No cash retainer/committee fees paid to Banyasz |
| Committee Chair/Membership Cash | $0 | FY 2024 | Not a committee member/chair |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (time-based) | 12/27/2024 | 44,803 | $376,345 | Vests ratably over 4 annual installments beginning 6/30/2025; dividend equivalents |
| Outstanding RSUs | As of 12/31/2024 | 74,550 | N/A | Grants made in 2021–2024; 4-year ratable vesting on each 6/30 post-grant |
- Performance metrics: No director performance metrics disclosed; RSU awards are time-based (no TSR, EBITDA, or revenue targets) .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Consideration |
|---|---|---|
| TPG Inc. and affiliates | Banyasz is a TPG partner; TRTX is externally managed by TPG RE Finance Trust Management, L.P. (TPG affiliate) | Non-independence; management fee and related-party transactions overseen by independent committees |
| TRTX Board composition | TPG-affiliated directors include Banyasz (Chair), Bouquard (CEO), and Hong | Multiple TPG-affiliated directors; Lead Independent Director structure in place |
Expertise & Qualifications
- Real estate private equity and credit investing; capital markets experience through TPG Real Estate leadership and prior roles .
- Board leadership and strategic oversight in commercial real estate; industry insights valued by TRTX’s Board .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Avi Banyasz | 154,514 | <1% | Disclaims beneficial ownership of shares held by TPG Funds; has no voting/investment power over TPG-held shares |
| TPG Funds (aggregate) | 7,086,779 | 8.8% | Complex TPG ownership structure detailed; TRTX Manager is TPG affiliate |
Unvested director equity (Avi): 74,550 outstanding RSUs as of 12/31/2024 . Ownership guidelines: $200,000 minimum within five years of election; compliance status not specifically disclosed .
Governance Assessment
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Strengths
- Clear separation of Chair and CEO roles; Lead Independent Director facilitates independent oversight .
- Independent committee compositions across Audit, Compensation, and Nominating; Audit chair is an “financial expert” .
- Robust policies: director ownership guidelines, anti-hedging, related-party transaction review by disinterested independent directors .
- High 2024 say-on-pay support (>97.7%) indicates investor alignment with compensation approach .
-
Risks and potential conflicts
- RED FLAG: Non-independence of Chair and deep affiliation with TPG while TRTX is externally managed by a TPG affiliate; requires vigilant independent oversight of fees/services .
- Related-party exposure: $20.2 million base management fees in 2024 (TRTX estimate context in CD&A) and $5.1 million accrued fees; $1.5 million reimbursements; SOP 2 Management LLC (TPG affiliate) engaged for asset management services ($1.4 million) .
- Non-standard director equity: Banyasz did not receive typical DSUs for board service; instead received RSUs for “services benefitting the Company,” increasing reliance on subjective determinations; ensure independent review .
- Concentration of TPG-affiliated directors (Banyasz, Bouquard, Hong) underscores the importance of Lead Independent Director and committee independence .
-
Engagement and attendance
- Attendance ≥75% in 2024 and full attendance at the 2024 annual meeting support engagement .
-
Compensation alignment
- Director compensation program (for non-management directors) mixes cash and DSUs; Banyasz receives solely equity RSUs tied to ongoing services, with four-year vesting, aligning interests but lacking performance metrics .
-
Policy safeguards
- Independent director-only review for related-party transactions; quarterly audit committee review of related-party dealings with the Manager; anti-hedging restrictions .
Overall: Governance effectiveness hinges on the independence and rigor of Board committees and the Lead Independent Director to mitigate conflicts inherent in external management by a TPG affiliate while the Chair is a TPG partner. High say-on-pay support and structured policies are positives; continued disclosure and committee oversight of management fees and affiliated services remain critical .