🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Claros Mortgage Trust (CMTG). It’s the official invite and agenda for the company’s 2026 Annual Meeting of Stockholders, scheduled for June 3, 2026.

👉 In simple terms: This document tells shareholders what will be voted on at the meeting, provides details on the people running the company, and explains how much they get paid. Think of it as the annual "report card" and "to-do list" for company owners.

🏢 What The Company Does

Claros Mortgage Trust is a mortgage Real Estate Investment Trust (REIT). It doesn’t own buildings directly; instead, it originates, finances, and manages commercial real estate debt (like loans for office buildings, apartments, etc.).

👉 The twist: CMTG is externally managed. It has no employees. All its operations are handled by its manager, Claros REIT Management LP (which is affiliated with Mack Real Estate Group). The company basically pays this manager to run everything.

🗳️ What You're Voting On

Shareholders will vote on four key proposals at the virtual meeting:

1. ** elect nine directors** to the board until 2027.
2. Ratify the auditor, PricewaterhouseCoopers LLP, for 2026.
3. Approve executive compensation (the "say-on-pay" advisory vote).
4. Approve an amendment to the company’s 2016 Incentive Award Plan.

👉 Why it matters: These votes shape the company’s leadership, oversight, and how it rewards its management team.

👥 Meet the Board & Leadership

The board nominees include executives and independent directors with deep real estate and finance experience.

• Richard Mack (CEO & Chairman): Co-founder of the management company, Mack Real Estate Group. The key decision-maker.
• Michael McGillis (President & CFO): Also a key executive at the management company.
• Independents: Several experienced directors like W. Edward Walter III (Lead Independent Director, former CEO of Host Hotels), Mary Haggerty (ex-JPMorgan), and Pamela Liebman (CEO of The Corcoran Group).
• Change in the Board: Vincent Tese is retiring. Denise Olsen, a new independent director with 30+ years in real estate investment, was appointed in March 2026 and is standing for election.

💰 How Executives Get Paid

This is unique because of the external management structure.

• No Cash Salaries from CMTG: The CEO and President are employees of the Manager, not CMTG. They don't get cash paychecks from the company itself.
• Management Fee: CMTG pays its Manager a fee to run the business. This fee covers the Manager's costs, including salaries for some staff.
• The Real Pay = Stock Awards: The main compensation for the top executives (and the Manager) comes from Restricted Stock Units (RSUs) granted under the 2016 Incentive Award Plan. This aligns their interests with shareholders—if the stock does well, they do well.

👉 Why it matters: Your "say-on-pay" vote is primarily about approving this system of rewarding management with company stock.

⚖️ Governance & Oversight

The board has three key committees:

1. Audit Committee (Mary Haggerty, Chair): Oversees financials, audits, and cybersecurity risk. They approved $1.52 million in fees to PwC for 2025.
2. Compensation Committee (Vincent Tese, Chair): Oversees the pay plan and evaluates the Manager's performance.
3. Nominating & Governance Committee (Derrick Cephas, Chair): Finds new directors and ensures good corporate governance.

The board emphasizes independence—six of the nine nominees are considered independent. They have a Code of Ethics and policies to review any transactions with insiders.

🔮 What's Next & The Big Picture

• Continuity: The board proposes re-electing the current leadership team, signaling a continuation of the current strategy under the Mack-led management.
• Focus on Alignment: The heavy use of stock-based compensation for executives and the Manager shows a strong focus on aligning their success with the company's stock price performance.
• Key Risk – The Manager: The company's entire operation depends on its external Manager. Any issues with the Manager's performance, stability, or alignment could directly impact CMTG.
• Dividend Watch: As a mortgage REIT, CMTG's ability to pay dividends depends on its portfolio performance and interest rates. While not detailed in this proxy, this is always a core concern for investors.

⚠️ Key Risk: The external management structure means shareholders have less direct control over day-to-day operations than at a company with its own employees.

👍 Strength: The board is stacked with seasoned real estate and financial experts, providing strong oversight.

🧠 The Analogy

Think of CMTG like a investment partnership that owns a portfolio of loans. The partners (shareholders) hire a specialized property manager (the external Manager) to handle everything—finding loans to buy, collecting payments, and managing risks. The manager gets paid a fee and also gets a share of the partnership units, so they only do well if the whole portfolio does well. The annual meeting is when the partners review the manager's performance and vote on the partnership's key decisions.

🧩 Final Takeaway

This proxy statement is about reaffirming leadership and strategy. Shareholders are being asked to keep the same experienced board and management team in place and endorse their pay-for-performance system, which is heavily tied to the company's stock. The key for investors is to assess whether this team can effectively navigate the commercial real estate debt market to protect and grow their investment.