Bradley Smith
About Bradley Smith
Bradley Smith (age 57) has served as an independent director of TPG RE Finance Trust, Inc. (TRTX) since July 2017. A Wharton-trained finance professional, he is a private investor and former head of Real Estate & Lodging Equity Capital Markets at Bank of America Merrill Lynch, with deep real estate capital markets experience and >300 equity offerings led exceeding $100B . He is TRTX’s Lead Independent Director and brings significant capital markets and governance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Head, Real Estate & Lodging Equity Capital Markets | Feb 2002 – May 2015 | Led structuring/marketing/pricing of IPOs/secondary offerings; >300 equity offerings and >$100B raised |
| Lehman Brothers | Investment banking and equity capital markets roles (incl. co-head U.S. Equity Syndicate) | 1989 – 2000 | Capital markets leadership across New York and London |
| Private Investor | Private investor | Since Jun 2015 | Ongoing investment activity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| James Campbell Company LLC (private real estate company) | Director | Since May 2023 | Chair, Compensation Committee; Member, Audit Committee |
Board Governance
- Independence: Board determined Smith is independent under NYSE standards and eligible for committee service .
- Lead Independent Director: Serves as liaison between management and independent directors; reviews agendas/schedules and presides over executive sessions as needed .
- Committee assignments:
- Audit Committee: Member (Chair: Michael Gillmore) .
- Compensation Committee: Member (Chair: Wendy Silverstein) .
- Nominating & Corporate Governance Committee: Chair .
- Attendance and engagement:
- 2024 meetings: Board (8), Audit (4), Nominating (2), Compensation (3); each director attended ≥75% of combined board/committee meetings, and all directors attended the May 14, 2024 annual meeting .
- Policies supporting governance quality:
- Director stock ownership guidelines: ≥$200,000 in TRTX common stock within 5 years of election (director fee shares count toward guideline) .
- Anti-hedging policy: Prohibits hedging/monetization transactions (short sales, collars, swaps, etc.) by directors and related persons .
- Executive sessions: Independent directors hold executive sessions; the nominating chair presides when present .
Fixed Compensation (Director — 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual base director fee (total program) | $217,500 | Paid partly in cash, partly in equity |
| Cash retainer (Smith) | $100,000 | Annual cash portion |
| Committee membership fees (Smith) | $17,500 | Audit $10,000; Compensation $7,500 |
| Committee chair fees (Smith) | $30,000 | Nominating chair $10,000 + Lead Independent Director $20,000 |
| Total cash fees (Smith) | $147,500 | Sum of cash components |
| Equity award (DSUs) | 14,415 units; $121,086 grant-date fair value | Granted 12/27/2024; fully vested, delivered upon “Separation from Service” |
| Total 2024 director compensation (Smith) | $268,586 | Cash $147,500 + Stock awards $121,086 |
- Mix analysis: Equity was ~$121,086 of $268,586 (≈45%) vs cash $147,500 (≈55%) in 2024, supporting alignment with shareholders .
Performance Compensation
- No performance-conditioned director compensation disclosed; DSUs for directors vest immediately and are delivered upon separation; no options/SARs granted to directors in 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| James Campbell Company LLC | Private | Director; Comp Chair; Audit Member | No TRTX-related interlock or related-party exposure disclosed . |
- Compensation Committee Interlocks: TRTX discloses no compensation committee interlocks or insider participation requiring Item 404 disclosure (Smith included) .
Expertise & Qualifications
- Education: B.S. in Finance, magna cum laude, The Wharton School, University of Pennsylvania .
- Technical expertise: Equity capital markets structuring/marketing/pricing; real estate/lodging/gaming finance; extensive syndicate leadership .
- Board qualification emphasis: Deep capital markets and real estate finance sector knowledge; relationships and transaction experience .
Equity Ownership
| Measure | Shares/Units | Date | Notes |
|---|---|---|---|
| Beneficial ownership (Smith) | 79,279 | Mar 28, 2025 | Represents shares underlying deferred stock units; <1% of outstanding shares |
| DSUs outstanding (Smith) | 78,340 | Dec 31, 2024 | Includes 12,635 DSUs from dividends; delivered at separation |
| Reference share price | $8.50 | Dec 31, 2024 | TRTX closing price |
- Implied DSU value at 12/31/2024: 78,340 × $8.50 ≈ $665,890, indicating meaningful “skin-in-the-game” relative to the $200,000 director ownership guideline threshold .
- Ownership %: Less than 1% of shares outstanding (79,279 DSUs vs 80,384,687 shares outstanding at record date) .
Governance Assessment
-
Strengths:
- Lead Independent Director with independent status; chairs Nominating & Corporate Governance and serves on Audit and Compensation — strong role in board oversight and director evaluations .
- Good attendance record across board/committee meetings; active engagement at annual meetings .
- Director equity paid as DSUs and substantial accumulated DSUs suggest alignment with shareholder outcomes .
- Compensation Committee states no related-party issues under Item 404; committee fully independent .
- Anti-hedging policy reduces misalignment risk from hedging/pledging strategies .
-
Structural considerations:
- Externally managed model with TPG-affiliated Manager; management fees equal greater of $250,000 per year or 1.50% of “Equity” and reimbursed expenses; no 2024 incentive fee earned .
- TPG funds collectively own ~8.8% of TRTX; multiple TPG-affiliated directors on board; related-party transaction policy requires independent review; audit committee quarterly reviews manager-affiliate related-party transactions .
- SOP 2 Management, LLC (TPG affiliate portfolio company) engaged for asset management services; $1.4M incurred in 2024 (oversight and policy processes in place) .
-
Shareholder sentiment:
- Say-on-Pay support 97.7% at 2024 annual meeting; annual frequency adopted, signaling investor acceptance of compensation structure within externally managed context .
RED FLAGS to monitor: External management fee structure and TPG affiliations (board composition and ownership) necessitate ongoing robust independent director oversight; continued transparency and enforcement of related-party transaction review processes are key to investor confidence .