Michael Gillmore
About Michael Gillmore
Michael Gillmore, age 68, has served as an independent director of TPG RE Finance Trust, Inc. (TRTX) since July 2017. He retired as an audit partner at Ernst & Young LLP after 39 years, holding leadership roles in EY’s real estate practice, and is NACD Directorship Certified; the TRTX board has designated him an “audit committee financial expert.” He holds a B.S. in Business Administration and Accounting from California State University, Fullerton and has extensive audit, financial disclosure, and board/audit committee interaction experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Audit Partner | 39 years; retired June 30, 2017 | Sector Leader for Real Estate, Hospitality & Construction (Pacific Southwest and West Regions) 2004–2016; lead partner for numerous public/private real estate companies |
| Lusk Real Estate Center, University of Southern California | Advisory Board Member | Until September 2017 | Advisory oversight to real estate program |
| California Hospital Medical Center Foundation | Board Member | Until September 2018 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NACD Pacific Southwest Chapter | Board of Directors Member | Since July 2019 | Director education and governance standards; NACD Directorship Certified in Nov 2021 |
| National Association of Real Estate Investment Trusts (NAREIT) | Member | Ongoing | Industry engagement |
| National Association of Corporate Directors (NACD) | Member; NACD.DC | NACD.DC since Nov 2021 | Ongoing education/recertification |
Board Governance
- Independence: The board affirmatively determined Gillmore is independent under NYSE standards and company guidelines .
- Committee assignments: Audit Committee (Chair), Compensation Committee (Member), Nominating & Corporate Governance Committee (Member) .
- Attendance and engagement: In 2024 the board met 8 times; audit 4; compensation 3; nominating & governance 2. Each director attended at least 75% of combined board/committee meetings for their service period; all eight directors then in office attended the May 14, 2024 annual meeting .
- Executive sessions: Independent directors hold periodic executive sessions without management; chaired by the nom/gov chair when present .
- Lead independent director: Bradley Smith serves as Lead Independent Director, facilitating communication and presiding over executive sessions .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Audit Committee | Chair; financial expert designation |
| Compensation Committee | Member |
| Nominating & Corporate Governance Committee | Member |
| 2024 Attendance | ≥75% of board/committee meetings; attended 2024 annual meeting |
| Executive sessions | Independent directors meet without management |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Base cash fee for non-management directors |
| Committee membership fees | $12,500 | Audit $10,000; comp $7,500; nom/gov $5,000 (sum reflects specific memberships) |
| Committee chair fees | $20,000 | Audit chair |
| Total cash fees | $132,500 | Sum of above |
| Equity (DSUs) grant date fair value | $121,086 | 14,415 DSUs granted on 12/27/2024 |
| Total director compensation | $253,586 | Cash + equity |
Performance Compensation
Directors do not receive performance-based pay; equity awards are fully vested DSUs at grant with delivery deferred to separation from service. Dividend equivalents accrue as additional DSUs.
| Equity Detail | Metric | Value | Vesting/Delivery |
|---|---|---|---|
| 2024 DSU grant | Units | 14,415 | 100% vested at grant; shares delivered upon “Separation from Service” |
| 2024 DSU grant | Grant date | 12/27/2024 | Delivery deferred; subject to award agreement restrictions |
| DSUs outstanding at 12/31/2024 | Units | 78,340 (includes 12,635 DSUs from dividends) | Deferred delivery at separation |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in TRTX proxy |
| Committee interlocks | Compensation Committee comprised solely of non-employee directors; no relationships requiring Item 404 disclosure |
| Shared interlocks with competitors/suppliers/customers | Not disclosed for Gillmore; board maintains related-party transaction policy and audit committee quarterly review |
Expertise & Qualifications
- Audit committee financial expert; accounting and financial management expertise designated under Item 407(d)(5) .
- 39-year EY audit tenure with real estate sector leadership; deep disclosure and audit committee interaction experience .
- NACD Directorship Certified (NACD.DC) with ongoing recertification; active NACD and NAREIT membership .
- Education: B.S. in Business Administration and Accounting, California State University, Fullerton .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Michael Gillmore | 79,779 | <1% | 79,279 shares underlying DSUs; 500 shares held through a personal trust |
| Director stock ownership guidelines | $200,000 required within 5 years; DSU grants count toward guideline | — | Anti-hedging policy prohibits hedging/monetization transactions |
Insider Trades
Recent Form 4 activity indicates periodic awards/accruals consistent with DSU dividend equivalents; no open-market purchases/sales disclosed in these records.
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-10-28 | 2025-10-24 | Award (A) | 998 | $8.62 | 82,376 | |
| 2025-07-29 | 2025-07-25 | Award (A) | 1,088 | $7.68 | 81,378 |
Governance Assessment
- Strengths: Independent director with deep audit expertise; chairs Audit Committee; designated “financial expert,” supporting robust oversight of financial reporting, internal controls, and cybersecurity risk processes . Attendance meets standards and annual meeting participation indicates engagement . Anti-hedging policy and ownership guidelines promote alignment .
- Compensation alignment: Balanced mix of cash ($132.5k) and equity ($121.1k) in 2024; DSUs defer delivery until separation, increasing long-term alignment; no performance-based director pay disclosed (consistent with REIT governance norms) .
- Related-party oversight: TRTX’s external management by a TPG affiliate presents inherent conflicts; Audit Committee reviews material related-party transactions quarterly; SOP asset management services engagement ($1.4M) and management fees ($20.2M base fees; $5.1M accrued at YE 2024) require vigilant independent oversight—Gillmore’s audit chair role is pivotal .
- Shareholder signals: 2024 Say‑on‑Pay approval at >97.7% suggests investor comfort with compensation framework despite external management structure .
- RED FLAGS to monitor: External manager arrangements (fees/incentives), TPG affiliations among other directors, and service-provider engagements with TPG portfolio companies could create perceived conflicts; continued transparency and independent committee review are critical mitigants .