Matthew Coleman

About Matthew Coleman

Matthew Coleman, age 48, is President of TRTX (since July 2020; previously Vice President from February 2016 to July 2020). He is a partner of TPG, Chief Operating Officer of TPG Real Estate, and serves on boards including Campus Living and Témpore Properties SOCIMI; earlier disclosures also list 4th Industrial Ltd. and Bluegrass Senior Living . He holds a B.A. in Economics from Wake Forest (summa cum laude) and a J.D. from Yale Law School, where he was an editor of the Yale Law Journal and editor-in-chief of the Yale Journal on Regulation . Company performance context: 2024 GAAP net income was $74.335 million (TSR value of $100 investment: $41.93); 2023 net income was $(116.630) million (TSR: $32.07); 2022 net income was $(60.066) million (TSR: $33.50); 2021 net income was $138.550 million (TSR: $60.78) . Say-on-pay approval at the 2024 annual meeting was more than 97.7% .

Past Roles

External Roles

Fixed Compensation

• TRTX is externally managed and has no employees; named executive officers (including Coleman) do not receive cash compensation from TRTX, and the company does not determine nor pay their base salary/bonus (paid by TPG/affiliates) .
• For context, TPG’s program includes base salary and annual cash bonus determined subjectively; the company estimates aggregate cash compensation reasonably associated with managing TRTX for all NEOs was ~$3.6 million in 2024 (49% fixed, 51% variable); TRTX paid $20.2 million base management fees to its Manager and no incentive fee in 2024 .

Performance Compensation

Time-based RSUs under TRTX’s equity plan; awards determined subjectively (no fixed performance metrics), intended to align interests; RSUs vest ratably in four annual installments beginning the first June 30 after grant and include dividend equivalent rights .

Stock vested (shares and value realized):

Equity Ownership & Alignment

• Beneficial ownership: 350,204 shares (includes shares held by The Matthew and Monica Coleman Family Trust; plus 94 shares held for minor children via custodial accounts; Coleman disclaims beneficial ownership of TPG Funds’ shares) — less than 1% of TRTX outstanding shares .
• Unvested RSUs and value:
  • As of Dec 31, 2023: 210,560 unvested RSUs; market value $1,368,640 at $6.50/share .
  • As of Dec 31, 2024: 166,242 unvested RSUs; market value $1,413,057 at $8.50/share .
• Options: None; TRTX did not grant options/SARs in 2024 and NEOs held no options .
• Anti-hedging policy: Prohibits hedging/monetization (e.g., collars, swaps, short sales) for directors, officers, employees, and covered persons .
• Stock ownership guidelines: Directors must own at least $200,000 in common stock within five years; executive stock ownership guidelines not disclosed .
• Pledging: No specific disclosure regarding pledging by Coleman found in proxy .

Employment Terms

• Employment with TRTX: Executives (including Coleman) are employed by TPG/affiliates; TRTX has no employment agreement with Coleman and pays no direct cash compensation .
• RSU award agreements (severance and vesting):
  • Qualifying termination (“Type I Leaver”: retirement after age 65 with ≥5 years of service, or termination by TRTX/Manager without cause, non-compete breach, or constructive departure): RSUs continue to vest per original schedule, subject to confidentiality, non-solicitation, non-competition covenants .
  • Death or disability: RSUs vest 100% immediately .
  • Change-in-control: No obligation to accelerate vesting or make payments solely due to a change-in-control .
• Clawback/recoupment: Compensation committee reviews whether an accounting restatement requires recoupment of incentive-based compensation .
• Management Agreement context: TRTX is externally managed under a Management Agreement (auto-renews annually; base management fee is the greater of $250k per year or 1.50% of “Equity”) .

Performance & Track Record

• Company net income and TSR during Coleman’s senior tenure: 2024 net income $74.335m (TSR $41.93); 2023 net income $(116.630)m (TSR $32.07); 2022 net income $(60.066)m (TSR $33.50); 2021 net income $138.550m (TSR $60.78) .
• Pay-versus-performance disclosure indicates compensation decisions are holistic and not tied to fixed metrics; awards include fair value adjustments and dividends under Item 402(v) .

Compensation Structure Analysis

• Shift toward time-based RSUs; no options or SARs granted/held, reducing risk of option repricing .
• Equity grants annually (2022–2024) with four-year vesting; grants determined subjectively based on company health, risk management, strategic progress, stock performance, executive performance, and market conditions (no fixed performance metrics) .
• Company is externally managed; TRTX does not set or pay executive cash compensation (reduces direct pay-for-performance linkage at the TRTX level) .
• Say-on-pay support strong: 97.7% approval in 2024 .

Investment Implications

• Alignment: Coleman’s compensation at TRTX is predominantly equity-based RSUs with multi-year vesting and dividend equivalents, designed to align with shareholders; absence of option awards limits repricing risk .
• Trading signals: RSU vesting occurs on/around June 30 annually; 2024 saw 89,121 shares vest for Coleman, implying potential seasonal supply around vesting dates; monitor June vest events for incremental selling pressure .
• Skin-in-the-game: Beneficial ownership of 350,204 shares (<1% of shares outstanding); additional unvested RSUs ($1.41m at YE 2024) indicate continued exposure to equity outcomes .
• Retention: RSU continued vesting for Type I Leaver and immediate vesting upon death/disability reduce cliff risk; however, compensation is determined within TPG’s framework rather than TRTX-specific fixed metrics, so retention is anchored at the manager level .
• Governance risk: Anti-hedging policy reduces misalignment; no change-in-control acceleration of equity mitigates windfall risk; clawback oversight for restatements in place .