CLAROS MORTGAGE TRUST INC (CMTG)
Sector: Financials
2026 Annual Meeting Analysis
CLAROS MORTGAGE TRUST INC · Meeting: June 3, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Richard Mack has served as CEO and Chairman since the company's founding; CMTG's stock has lost roughly 75% of its value over the past three years while the company's own peer group gained about 38% on average — a gap of over 112 percentage points that far exceeds the 20-point threshold, and the five-year record shows the same pattern of sustained underperformance, so no mitigating recovery is evident.
Michael McGillis has served as President and CFO since March 2022, meaning his tenure covers the full underperformance period; CMTG's three-year stock decline of nearly 75% versus a peer group gain of roughly 38% represents a gap of over 112 percentage points, and the five-year record does not show a recovery, confirming sustained underperformance under his watch.
Steven Richman has served on the board since 2018, so his tenure fully overlaps the three-year underperformance period; CMTG's stock has declined about 75% over three years while the peer group gained roughly 38%, a gap exceeding 112 percentage points, and the five-year record confirms this is not a temporary trough.
Andrew Silberstein has been a director since 2015 and has full tenure overlap with the underperformance period; CMTG's three-year stock loss of about 75% against a peer group gain of roughly 38% produces a gap of over 112 percentage points, and the five-year comparison shows the same story, with no mitigating recovery.
Derrick Cephas joined the board in November 2021, giving him tenure that covers virtually the entire three-year measurement window; CMTG's stock has fallen roughly 75% over that period while the peer group gained about 38%, a gap of over 112 percentage points, and the five-year record does not support a mitigating adjustment.
Mary Haggerty has served on the board since November 2021, covering nearly all of the three-year measurement period during which CMTG's stock fell roughly 75% while the peer group gained about 38%; the gap of over 112 percentage points far exceeds the threshold, and the five-year picture does not provide any relief.
Pamela Liebman joined the board in November 2021 and her tenure covers nearly the full three-year period during which CMTG's stock declined about 75% against a peer group that gained roughly 38%, producing a gap exceeding 112 percentage points; the five-year comparison similarly fails the threshold, confirming sustained underperformance.
Ed Walter has served as Lead Independent Director since November 2021, a role that carries heightened accountability for board oversight; during his tenure CMTG's stock has lost roughly 75% while the peer group gained about 38%, a gap of over 112 percentage points, and the five-year record confirms this underperformance is not a recent blip.
For Analysis
Denise Olsen was appointed to the board in March 2026, less than 24 months before this meeting, which exempts her from the TSR underperformance trigger under the policy; she brings over 30 years of real estate investment experience and serves on other public company boards, providing relevant expertise.
Eight of the nine director nominees receive an AGAINST vote due to severe, sustained stock underperformance: CMTG's shares have lost roughly 75% over three years while its own compensation peer group gained about 38% on average — a gap of over 112 percentage points that far exceeds the 20-point policy threshold. The five-year comparison confirms the underperformance is not a short-term trough. Only Denise Olsen, appointed in March 2026, is exempt from the TSR trigger because she joined within the past 24 months.
Say on Pay
✓ FORCEO
Richard J. Mack
Total Comp
$757,249
Prior Support
74%%
The CEO's total reported compensation for 2025 was $757,249 — consisting entirely of stock awards with no cash salary or bonus paid by CMTG — which is very modest for a CEO of a public mortgage REIT and well below typical benchmarks for this role and market cap band, meaning the pay level itself does not trigger a negative vote. CMTG is externally managed, so cash compensation is paid by the manager rather than the company, and the equity grants vest over three years, providing some alignment with shareholder outcomes; while the variable pay technically exceeds what modest benchmarks might suggest given the severe stock underperformance, the absolute dollar amount is low enough that it does not represent an egregious pay-for-performance disconnect. The prior say-on-pay vote received approximately 74% support, which is above the 70% threshold that would require a mandatory response, so no additional negative flag is triggered on that basis.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
11 yrs
Audit Fees
$1,257,500
Non-Audit Fees
$264,388
Non-audit fees (tax services of $262,388 plus other fees of $2,000, totaling $264,388) represent about 21% of the core audit fee of $1,257,500, which is well below the 50% threshold that would raise independence concerns; PwC has served as auditor since 2015 (approximately 11 years), which is comfortably below the 25-year tenure trigger; and PwC is a Big Four firm appropriate for a company of CMTG's size and complexity.
Overall Assessment
This ballot presents nine director nominees, auditor ratification, a say-on-pay vote, and an equity plan amendment. Eight of nine director nominees receive an AGAINST vote due to CMTG's severe three-year and five-year stock underperformance versus its own peer group — a gap exceeding 112 percentage points — while Say on Pay receives a FOR vote because absolute CEO pay levels are very modest and the prior-year vote cleared the 70% threshold.
Compensation Peer Group
5 companies disclosed in 2026 proxy filing