Brandon Fox
About Brandon Fox
Brandon Fox (age 45) is Chief Accounting Officer of TPG RE Finance Trust, Inc. (TRTX) since January 2022; he is also CFO of TPG Real Estate Partners (since July 2022) and a Managing Director at TPG (since January 2023). He holds an MBA in Corporate Finance and Strategy from the University of Chicago Booth School of Business, BS degrees in Accountancy and Information Systems from California State University Long Beach, and is a Certified Public Accountant (inactive, California) . Company performance during his tenure reflects mortgage REIT cyclicality: TRTX net income moved from a loss of $116.6M in 2023 to a profit of $74.3M in 2024, while cumulative TSR since 1/1/2020 equated to $41.93 per $100 by 2024 (peer FTSE NAREIT Mortgage REITs Index: $46.10) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Healthpeak Properties, Inc. (formerly HCP, Inc.) | Various roles in accounting, FP&A, and capital markets | 2007–2017 | Built REIT accounting, planning, and capital markets experience in a large healthcare REIT |
| TPG | Director, Financial Reporting & Accounting Policy | May 2017–Jul 2018 | Supported firm-wide financial reporting and accounting policy formation |
| TPG | Senior Director, Business Unit Finance | Jul 2018–Dec 2019 | Oversight of business unit finance and performance reporting |
| Oaktree Capital Management, L.P. | Head of Corporate Accounting | Dec 2019–Jun 2021 | Led management company accounting, AUM accounting, accounting policy, and firm financial reporting |
| TPG | Principal | Jun 2021–Jan 2023 | Senior finance leadership prior to promotion to Managing Director |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TPG Real Estate Partners | Chief Financial Officer | Jul 2022–present | Finance leadership across TPG’s real estate private equity platform |
| TPG | Managing Director | Jan 2023–present | Senior leadership and stewardship of financial operations |
| TPG | Principal | Jun 2021–Jan 2023 | Advanced responsibilities across TPG’s finance organization |
Fixed Compensation
TRTX is externally managed; named executive officers (including Fox) do not receive cash compensation (salary/bonus) directly from TRTX.
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | TRTX pays no cash comp to NEOs; compensation set and paid by TPG; only CFO Foley’s allocable comp is reimbursed by TRTX per the Management Agreement |
| 2023 | — | — | — | Same structure; no cash comp from TRTX to Fox |
TRTX estimated aggregate cash compensation paid by TPG to NEOs attributable to managing TRTX: ~$3.6M in 2024 (49% fixed/51% variable) and ~$5.0M in 2023 (36% fixed/64% variable). Determination was subjective and not based on fixed performance metrics .
Performance Compensation
Annual Equity Grants (TRTX RSUs)
| Year | Committee Approval Date | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|---|
| 2024 | 12/19/2024 | 12/27/2024 | 23,895 | 200,718 | Time-based; generally vests ratably over 4 years starting 6/30/2025 | Yes (tandem dividend equivalent rights) |
| 2023 | 12/11/2023 | 12/20/2023 | 20,593 | 137,149 | Time-based; generally vests ratably over 4 years starting 6/30/2024 | Yes (tandem dividend equivalent rights) |
Incentive Determination Framework (paid by TPG)
| Element | Approach | Metrics | Weighting | Notes |
|---|---|---|---|---|
| Annual cash bonus (TPG-paid) | Discretionary assessment | Executive performance; business function performance; TRTX stock performance; market conditions; business growth; portfolio credit quality | Not fixed | TPG did not use fixed performance metrics; compensation mix and outcomes assessed holistically |
Equity Ownership & Alignment
| Metric | Mar 25, 2024 | Mar 28, 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 60,412 | 78,532 |
| % of Shares Outstanding | <1% | <1% |
| Unvested RSUs Outstanding (12/31/2024) | Market Value at $8.50/share (12/31/2024) |
|---|---|
| 57,669 | $490,186 |
| Vesting Activity in 2024 | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| RSU tranches vested 6/30/2024 | 16,110 | 139,190 (based on $8.64 close on 6/28/2024) |
- Anti-hedging policy prohibits hedging or monetization transactions (e.g., short sales, collars, swaps, exchange funds, prepaid forwards) in Company securities; does not restrict holding or settling awards under Company equity plans .
- TRTX does not grant stock options/SARs as part of executive equity compensation; none were held or exercised in 2024/2023 .
Employment Terms
| Provision | Terms |
|---|---|
| Termination – “Type I Leaver” | Continued vesting of RSUs on original schedule, subject to confidentiality, non-solicit, non-compete, and other covenants; applies to qualifying retirement or termination other than for cause/constructive departure/covenant breach |
| Death or Disability | RSUs become 100% vested immediately |
| Change-in-Control | No obligation to accelerate vesting or pay severance related to change-in-control |
| Retirement Eligibility | Age ≥65 and ≥5 years of service |
| Unvested RSUs subject to these terms (as of 12/31/2024) | 57,669 (Fox) |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($USD) | (136,826,000) | 138,550,000 | (60,066,000) | (116,630,000) | 74,335,000 |
| Cumulative TSR ($100 initial since 1/1/2020) | $52.39 | $60.78 | $33.50 | $32.07 | $41.93 |
| Peer TSR (Index) | Bloomberg REIT Mortgage: $69.70 | $75.06 | $50.19 | FTSE NAREIT Mortgage REITs: $50.54 | $46.10 |
Governance and Say‑on‑Pay Signals
- Say‑on‑Pay approval was 97.7% in 2024; 95.3% in 2023—strong shareholder support for the externally managed, equity‑grant framework .
- Compensation committee can consider recoupment in connection with any accounting restatement; equity awards align interests with shareholders under the Company’s plans .
Compensation Structure Analysis
- Shift in equity grants: Fox’s RSU grant value increased from $137,149 (2023) to $200,718 (2024), with similar four‑year ratable vesting and dividend equivalents—indicative of greater at‑risk equity alignment rather than guaranteed cash .
- No options/SARs are granted, reducing reprice/modification risk and focusing incentives on full‑value RSUs .
- Variable cash compensation (paid by TPG) remained subjective (no fixed performance metrics), with aggregate NEO mix moving from 64% variable in 2023 to 51% variable in 2024, reflecting tighter linkage to holistic outcomes and market context rather than formulaic targets .
Investment Implications
- Alignment: Significant unvested RSUs (57,669) and continued vesting provisions on qualifying separation enhance retention and alignment; anti‑hedging policy reduces misalignment risk; no evidence of pledging disclosed .
- Selling Pressure: 2024 vesting conversions were modest (16,110 shares; $139k), suggesting limited near‑term selling pressure from vesting; future RSU tranches continue through 2028 based on grant schedules .
- Pay‑for‑Performance: TRTX’s equity grants are discretionary and not tied to fixed metrics; investors should monitor qualitative drivers cited by TPG (portfolio credit quality, stock performance, market conditions) and Company net income/TSR trends to gauge compensation alignment .
- Change‑of‑Control/Severance: No automatic acceleration on change‑in‑control; vesting acceleration limited to death/disability—mitigates golden parachute risks and reduces event‑driven payout overhang .
- Governance Support: Robust say‑on‑pay approvals (>95%) and clawback considerations signal favorable shareholder sentiment and oversight discipline for the externally managed model .