Doug Bouquard
About Doug Bouquard
Doug Bouquard (age 44) is Chief Executive Officer of TPG RE Finance Trust, Inc. (TRTX) and a director since April 2022; he is a partner of TPG and TPG Real Estate and holds a B.A. from Colgate University . TRTX’s pay-versus-performance data shows net income improved to $74.3 million in 2024 from a loss in 2023, while cumulative TSR since 1/1/2020 was $41.93 in 2024, indicating recovery amid mortgage REIT sector volatility . TRTX is externally managed by TPG RE Finance Trust Management, L.P.; executives including Bouquard are TPG employees, with TRTX using equity awards to align incentives and no direct cash pay to the CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Managing Director; responsible for U.S. Commercial Real Estate Debt within Global Markets | 2004–2022 | Oversaw CRE debt origination and real estate securities issuance; led mortgage lending and trading businesses |
| Goldman Sachs | Various mortgage lending and trading businesses | Prior to MD role | Built expertise in CRE credit markets and securitization pipelines |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TPG / TPG Real Estate | Partner | 2022–present | Access to TPG’s platform, capital markets insights, and real estate deal flow benefitting TRTX strategy |
| TRTX Board | Director | 2022–present | Executive director contributing CRE debt experience; not independent due to TPG affiliation |
Fixed Compensation
TRTX pays no direct cash compensation to the CEO; compensation is determined and paid by TPG (the external manager). TRTX does not report Bouquard’s base salary or target/actual bonus from TPG.
| Component | 2024 | Notes |
|---|---|---|
| Base Salary (TRTX-paid) | — | TRTX pays no cash comp to CEO; executives are TPG employees |
| Target Bonus % | Not disclosed | TPG determines CEO cash bonus; no fixed metrics disclosed |
| Actual Bonus Paid (TRTX) | — | No TRTX cash payments to CEO |
Performance Compensation
TRTX uses time-based RSUs to align executive incentives; grants vest ratably in four annual installments beginning the June 30 following grant date and include dividend equivalent rights .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Equity (RSUs – time-based) | 100% time-based | n/a | n/a | Grant-date fair value; see grants below | 4 annual installments starting June 30 following grant date |
Equity Grants (CEO)
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vest Start | Notes |
|---|---|---|---|---|
| May 2022 | 60,096 | Included in 2022 total | Jun 30 following grant | Part of outstanding unvested RSUs |
| Dec 2022 | 130,890 | Included in 2022 total | Jun 30 following grant | Part of outstanding unvested RSUs |
| Dec 2023 | 289,929 | Included in 2023 total | Jun 30 following grant | Part of outstanding unvested RSUs |
| Dec 27, 2024 | 418,517 | $3,515,543 | Jun 30, 2025 | 2024 annual grant; time-based RSUs with dividend equivalents |
Summary Compensation (Equity reported by TRTX)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | $3,515,543 | $3,515,543 |
| 2023 | — | — | $2,574,570 | $2,574,570 |
| 2022 | — | — | $3,250,000 | $3,250,000 |
Vested in 2024 (Realized on vesting)
| 2024 | Shares Vested | Value Realized ($) | Valuation Date |
|---|---|---|---|
| Doug Bouquard | 192,136 | $1,660,055 | Jun 28, 2024 close of $8.64/share; vest date Jun 30, 2024 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 1,027,999 | 1.3% of outstanding shares |
| Shares Outstanding (record date) | 80,384,687 | As of Mar 28, 2025 |
| Unvested RSUs (12/31/2024) | 899,432 | See breakdown by grant year |
| RSU Vesting Cadence | Annual on Jun 30 | Ratable over 4 years beginning following grant |
| Anti-Hedging Policy | Prohibits hedging/derivative monetization, short sales | Applies to directors and officers |
| Pledging | Not disclosed | No specific anti-pledging noted; hedging prohibited |
| Director Ownership Guidelines | $200,000 in stock within 5 years | Director-only guideline |
Unvested RSU detail: 60,096 (May 2022), 130,890 (Dec 2022), 289,929 (Dec 2023), 418,517 (Dec 2024) . These collectively vest in annual installments each June 30, creating potential insider selling supply windows around mid-year .
Employment Terms
| Term | Detail |
|---|---|
| Employment relationship | Externally managed; CEO is a TPG employee made available to TRTX under the Management Agreement |
| Contract term / auto-renewal | Management Agreement initial 3 years; auto-renews annually unless terminated |
| Base fee to Manager | Greater of $250,000 per year or 1.50% of “Equity”; incentive comp based on “Core Earnings” and “Equity” definitions |
| RSU Termination Treatment | Type I Leaver continues to vest per schedule subject to confidentiality, non-solicit, non-compete; death/disability = 100% vesting; no CoC acceleration |
| Severance | No TRTX severance obligations to CEO; termination outcomes governed by RSU award agreements |
| Clawbacks / recoupment | Committee reviews restatements for incentive recoupment under applicable rules |
| Non-compete / garden leave | RSU agreements include restrictive covenants (non-compete, non-solicit, confidentiality) for continued vesting as Type I Leaver |
Board Governance
| Item | Detail |
|---|---|
| Board structure | Separate Chairman (Avi Banyasz) and CEO (Bouquard); Lead Independent Director: Bradley Smith |
| Independence | Four independent directors (Gillmore, Schuster, Silverstein, Smith); Banyasz not independent; Bouquard is an executive director |
| Committees | Audit: Gillmore (Chair), Silverstein, Smith ; Compensation: Silverstein (Chair), Gillmore, Schuster, Smith ; Nominating: Smith (Chair), Gillmore, Schuster, Silverstein |
| Meetings (2024) | Board: 8; Audit: 4; Nominating: 2; Compensation: 3; each director ≥75% attendance |
| Executive sessions | Independent directors hold periodic sessions without management |
| CEO’s committee roles | None; CEO is not a committee member |
| Director compensation | CEO receives no additional board pay; non-management directors receive mix of cash and DSUs |
Director Compensation (Bouquard as Director)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 (CEO receives no director cash fees) |
| Director Stock Awards | $0 (CEO does not receive director DSUs; equity awards reported under executive comp) |
Context for non-management directors: annual cash retainer and committee/lead fees plus DSUs (e.g., 14,415 DSUs granted 12/27/2024; $121,086 grant-date fair value per director) .
Performance & Track Record
| Measure | 2024 | 2023 | 2022 |
|---|---|---|---|
| Net Income ($) | $74,335,000 | $(116,630,000) | $(60,066,000) |
| Cumulative TSR since 1/1/2020 (Value of $100) | $41.93 | $32.07 | $33.50 |
| Peer Index TSR (FTSE NAREIT Mortgage REITs Index) (Value of $100) | $46.10 (2024 displayed) | $50.54 | $50.93 |
Major initiatives: CEO equity grants and incentive framework were reaffirmed in 2024 with subjective assessment factors and no fixed performance metrics, indicating emphasis on long-term equity alignment over formulaic pay; 97.7% say-on-pay approval at 2024 meeting supports investor acceptance .
Compensation Structure Analysis
- Mix and trend: CEO reported equity grant value increased to $3.52 million in 2024 from $2.57 million in 2023, after a $3.25 million 2022 grant including a one-time sign-on grant; underscores retention emphasis via RSUs .
- Performance metrics: No fixed performance metrics used for variable pay by Manager; equity grants determined subjectively by TRTX’s committee considering stock performance, risk, strategy progress, and market conditions .
- Options vs RSUs: Company does not grant stock options/SARs; equity use is RSUs/DSUs; reduces leverage risk and potential option repricing concerns .
- Clawbacks: Committee monitors restatements for recoupment of incentive compensation .
- Say-on-pay: 97.7% approval in 2024; annual frequency adopted .
Related Party Transactions
- Management Agreement: External manager receives base fee and potential incentive compensation; auto-renews; $5.1 million accrued management fees at 12/31/2024; $1.5 million reimbursed expenses in 2024 .
- SOP services: $1.4 million asset management services incurred in 2024 to a TPG affiliate portfolio company .
- Registration Rights Agreement: Demand, shelf, piggyback rights for certain holders; potential market impact if exercised .
Equity Ownership Detail (Top Holders Context and CEO Position)
| Holder | Shares | % Outstanding |
|---|---|---|
| Long Pond Capital LP | 7,303,626 | 9.1% |
| BlackRock, Inc. | 5,925,639 | 7.4% |
| TPG Funds | 7,086,779 | 8.8% |
| CEO (Bouquard) | 1,027,999 | 1.3% |
CEO disclaims beneficial ownership of TPG Funds shares; his ownership is separate and reflects alignment .
Board Service History and Dual-Role Implications
- Service: CEO and director since April 2022; not independent; no committee memberships .
- Structure mitigants: Chairman and CEO roles are separated; Lead Independent Director in place; independent committees and executive sessions provide oversight .
- Independence: Board majority independent; committee chairs are independent; governance documents available and enforced .
Employment Terms & Change-of-Control Economics
| Provision | CEO Specifics |
|---|---|
| Severance | None from TRTX; RSU agreements govern outcomes |
| Change-of-Control | No acceleration on CoC; only death/disability or qualifying termination impacts vesting |
| Restrictive Covenants | Continued vesting for Type I Leaver conditioned on confidentiality, non-solicit, non-compete compliance |
Say-On-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| Say-on-Pay (2024) | 97.7% approval |
| Frequency | Annual advisory vote |
| Engagement | Outreach to largest holders; investors understand external management and equity alignment approach |
Investment Implications
- Equity alignment and retention: Large unvested RSU balance (899,432 at 12/31/2024) with annual June 30 vesting cadence can create mid-year insider supply; watch Form 4s around vesting dates for selling pressure signals .
- Pay-for-performance posture: Absence of fixed performance metrics and reliance on subjective evaluation puts more weight on qualitative execution and stock performance; continued net income improvement in 2024 supports credibility after 2023 losses .
- Event risk: No change-in-control acceleration reduces executive windfalls in M&A scenarios, potentially aligning with shareholder interests but could limit event-driven retention incentives .
- Governance mitigants: Separated Chair/CEO and independent committees with strong attendance reduce dual-role governance concerns; lead independent director adds oversight .
- External management dynamics: Compensation decisions largely at TPG; watch Management Agreement fees and expense reimbursements; SOP affiliate service costs highlight related-party governance sensitivity .
- Shareholder posture: High say-on-pay support (97.7%) indicates low compensation controversy; focus should be on credit underwriting quality, funding costs, and dividend sustainability under the external manager model .