Edward Goldthorpe

About Edward Goldthorpe

Edward “Ted” Goldthorpe (age 49) was appointed as a non-management director of TPG RE Finance Trust, Inc. on October 22, 2025, and serves on the Audit and Nominating & Corporate Governance Committees. He is a seasoned credit investor and BDC executive, with prior leadership at Apollo Investment Corporation and Goldman Sachs; he holds a B.A. in commerce from Queen’s University . An indemnification agreement in the Company’s standard form was executed on October 23, 2025 .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee and Nominating & Corporate Governance Committee; no chair roles disclosed . The Audit Committee oversees financial reporting, auditor independence, internal controls, and cybersecurity risk; Gillmore is current chair .
• Independence and conflicts: Appointed as a non-management director; Company reports no arrangements/understandings for his selection and no transactions requiring Item 404 disclosure, supporting independence from related-party conflicts .
• Attendance: Joined October 22, 2025; director-specific attendance not yet disclosed. For context, in 2024 the Board held 8 meetings; each director then in office attended at least 75% of meetings, and all directors attended the May 14, 2024 annual meeting .

Fixed Compensation

Policy terms for non-management directors (applicable to Goldthorpe):

• Annual base director’s fee: $217,500, paid $100,000 in cash and $117,500 in equity-based DSUs (deferred stock units) .
• Committee fees: Audit Committee member $10,000; Compensation Committee member $7,500; Nominating & Corporate Governance Committee member $5,000. Chair fees: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000. Lead Independent Director: $20,000 .
• DSUs are 100% vested at grant but delivered upon “Separation from Service”; dividends are paid in the form of additional DSUs .

Note: Goldthorpe’s actual 2025 compensation may be pro-rated due to his October appointment; the Company stated he will be compensated per the policy .

Performance Compensation

Directors at TRTX do not receive performance-based equity (e.g., PSUs) or stock options; no performance metrics are tied to director pay. Equity awards are DSUs that vest at grant and are delivered upon separation; the Company does not grant stock options or SARs to directors in the disclosed periods .

Other Directorships & Interlocks

• Network breadth spans BDCs, interval funds, asset management, broker-dealer, energy, consumer, media, and fintech boards, with committee service on compensation, nominating/governance, and audit at select issuers .
• Potential interlocks/conflicts: Broad credit and lending platform leadership (BC Partners Credit; multiple BDCs) could create situational conflicts in lending markets or information flow; the Company’s related party policy requires independent director review and approval of any “interested transactions,” and the audit committee quarterly reviews material related-party transactions involving the Manager/affiliates . No Item 404 transactions reported for Goldthorpe at appointment .

Expertise & Qualifications

• Credit investing, distressed debt, principal investing, and private origination across cycles (Apollo; Goldman Sachs; BC Partners Credit) .
• Public company governance and committee experience across audit, compensation, and nominating/governance .
• Education: B.A. in commerce, Queen’s University .

Equity Ownership

• Initial beneficial ownership: Form 3 filed October 23, 2025 reports “No securities are beneficially owned” at appointment .
• Director stock ownership guideline: Must own at least $200,000 in TRTX common stock within five years of first election and thereafter while serving; shares granted as director fees count toward the guideline .
• Anti-hedging policy: Prohibits hedging/monetization transactions (e.g., collars, swaps, short sales) in Company securities by directors and related persons .

Insider Filings

Governance Assessment

• Positives:

  • Deep credit and distressed investing expertise complements Audit Committee risk oversight and underwriting governance .
  • Non-management director with no Item 404 related-party transactions disclosed; compensated per standard policy, supporting independence and transparency .
  • Strong committee experience across multiple public companies (audit, compensation, nominating/governance) .

• Concerns/RED FLAGS:

  • Initial alignment: Form 3 shows zero TRTX ownership at appointment; guideline requires $200,000 within five years. Monitoring accumulation pace is warranted for skin-in-the-game alignment .
  • Multiple concurrent executive roles and directorships across BDCs and funds may pose time-commitment and potential conflict risks in overlapping credit markets; robust application of TRTX’s related-party and conflict review processes is essential .
  • Director compensation is fixed cash plus time-based DSUs (fully vested at grant), with no performance-linked metrics; while typical for REIT boards, this limits explicit pay-for-performance for directors .

• Signals for investor confidence:

  • Committee assignments to Audit and Nominating & Corporate Governance signal a focus on financial oversight and board composition quality .
  • The Company’s director compensation review (with independent consultant FTI) and increase to $217,500 suggests commitment to competitive governance talent; equity via DSUs defers delivery to separation, modestly reinforcing long-term alignment .

Overall, Goldthorpe’s appointment adds advanced credit expertise and broad public board experience to TRTX; investors should monitor his TRTX share accumulation against guidelines and any emergent interlocks in lending counterparties, noting the Company’s explicit related-party and anti-hedging policies .