Granite Point Mortgage Trust Inc DEF 14A, filed Apr 21, 2025

Granite Point Mortgage Trust Inc. (GPMT)

DEF 14A 2025-04-21 For: 2025-06-05

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Added on June 12, 2026

About this DEF 14A

Granite Point Mortgage Trust Inc filed this DEF 14A on April 21, 2025.

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		MEETING LOGISTICS
		When:			Thursday, June 5, 2025 10:00 a.m. Eastern Time
		Where:			You can attend the meeting by logging into virtualshareholdermeeting.com/GPMT2025 and following the instructions provided on your Notice of Availability.
		Who:			You may vote at the Annual Meeting if you were a holder of our common stock as of the close of business on April 7, 2025.
		Voting:
		You are encouraged to vote in one of the following ways prior to the meeting.

		Stockholders of Record
		By Internet			Please access the website www.proxyvote.com and follow the instructions provided on the Notice of Availability or proxy card.
		By Telephone			Please call the number and follow the instructions provided on the Notice of Availability or proxy card.
		By Mail			Please complete, sign and date your proxy card and return it in the reply envelope included with the paper proxy materials.
		Beneficial Owners
		If you hold your shares in street name, you must vote your shares in the manner prescribed by your broker, bank, trustee or other nominee, which is similar to the voting procedures for stockholders of record.

Proposals		Board’s Voting Recommendation
	To elect as directors the seven nominees named in the accompanying proxy statement	FOR
	To approve on an advisory basis the compensation of our named executive officers	FOR
	To approve the proposed Amended and Restated Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan	FOR
	To ratify the appointment of Ernst & Young LLP as our independent auditor for our fiscal year ending December 31, 2025	FOR

	PROXY SUMMARY					2
	About Our Company					2
	Meeting Information					3
	Voting Roadmap					3
	PROPOSAL 1: ELECTION OF DIRECTORS					9
	Key Skills and Qualifications					9
	Nominee Skills and Qualifications Matrix					10
	CORPORATE GOVERNANCE AND BOARD MATTERS					18
	Governance Documents					18
	Insider Trading Policy and Practices					18
	Director Independence					19
	Board Leadership Structure					19
	Committee Member Qualifications					20
	Committee Responsibilities					20
	Succession Planning					22
	Board Refreshment					22
	Board and Committee Meetings					22
	Board, Committee and Director Assessment					23
	Role of Our Board in Risk Oversight					24
	Director Nomination Process and Considerations					25
	Director Commitments					25
	Majority Vote Standard for Director Elections					25
	Communications with Our Board					26
	Investor Engagement					27
	Director Orientation and Continued Education					27
	Director Compensation					27
	CERTAIN RELATIONSHIPS AND TRANSACTIONS					30
	Related Person Transactions Policy					30
	Transactions with Related Persons in 2024					30
	SECURITY OWNERSHIP AND REPORTING					31
	Beneficial Ownership of Directors and Executive Officers					31
	Beneficial Owners of More than Five Percent of Our Common Stock					33
	INFORMATION ABOUT OUR EXECUTIVE OFFICERS					34
	COMPENSATION DISCUSSION AND ANALYSIS					37
	Executive Compensation Overview					39
	How Executive Compensation Is Determined					43
	Executive Compensation Components					46
	Executive Compensation Policies and Practices					57

	COMPENSATION COMMITTEE REPORT					59
	EXECUTIVE COMPENSATION					60
	Summary Compensation Table					60
	Grants of Plan-Based Awards in 2024					62
	Outstanding Equity Awards at 2024 Fiscal Year-End					65
	Stock Vested in 2024					67
	Nonqualified Deferred Compensation					67
	Potential Payments upon Termination or Change in Control					67
	CEO Pay Ratio					71
	Pay Versus Performance					72
	PROPOSAL 2: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION					76
	PROPOSAL 3: APPROVAL OF THE PROPOSED AMENDED AND RESTATED GRANITE POINT MORTGAGE TRUST INC. 2022 OMNIBUS INCENTIVE PLAN					77
	Overview					78
	Summary of the Material Features of the Amended and Restated 2022 Plan					79
	PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR					90
	Audit and Non-Audit Fees					90
	Audit Services Pre-Approval Policy					91
	AUDIT COMMITTEE REPORT					92
	OTHER MATTERS					93
	Meeting Matters					93
	Stockholder Proposals and Director Nominations for 2026 Annual Meeting					93
	Annual Report					93
	FREQUENTLY ASKED QUESTIONS					94
	APPENDIX A – DEFINITIONS AND CALCULATION OF NON-GAAP MEASURES					A-1
	APPENDIX B – TEXT OF THE PROPOSED AMENDED AND RESTATED GRANITE POINT MORTGAGE TRUST INC. 2022 OMNIBUS INCENTIVE PLAN					B-1

		Glossary of Proxy Statement Terms
		AIP − annual incentive plan CD&A − Compensation Discussion and Analysis CEO − Chief Executive Officer COBRA − Consolidated Omnibus Reconciliation Act of 1985, as amended Company − Granite Point Mortgage Trust Inc. CRE − commercial real estate DER − dividend equivalent right ESG − environmental, social and governance Exchange Act − Securities Exchange Act of 1934, as amended Former Manager − Pine River Capital Management L.P. GAAP − generally accepted accounting principles Internalization − internalization of our Company’s management on December 31, 2020, pursuant to an agreement with our Former Manager LTIP − long-term incentive plan NEO − named executive officer NYSE − New York Stock Exchange PSU − performance stock unit REIT − real estate investment trust REO − real estate owned ROAE − return on average equity RSU − restricted stock unit SEC − Securities Exchange Commission

		OUR EXECUTIVE COMPENSATION PROGRAM IS DESIGNED TO:
		• Attract, retain and incentivize the best talent to support our business objectives; • Pay for performance by linking compensation to the achievement of short-term and long-term financial and strategic goals; • Align the interests of our named executive officers, or NEOs, and stockholders by tying elements of executive compensation to corporate performance and generated returns; and • Ensure fair, equitable and competitive pay practices.

EXECUTIVE COMPENSATION COMPONENTS AWARDED IN 2024
Cash	Base Salary	• Intended to provide market-competitive fixed income • Only element of total direct compensation not at performance risk
Cash	Annual Incentive Plan (AIP)	• Target amount is 100% of base salary for CEO and 75% of base salary for each of the other NEOs • Performance period: 2024 • Pays out at 0% – 200% of target amount • Performance metrics: ◦ 50% financial measures – “Run-Rate” ROAE and Change in Book Value per Share, weighted evenly ◦ 50% strategic objectives fundamental to the business
Equity	Performance Stock Units (PSUs)	• 50% of annual equity award value delivered as PSUs • Performance period: 2024-2027 • Vests at 0% – 200% of target number of units • Performance metrics: ◦ 25% Absolute “Run-Rate” ROAE ◦ 25% Relative “Run-Rate” ROAE ◦ 25% Absolute Change in Book Value per Share ◦ 25% Relative Change in Book Value per Share
Equity	Restricted Stock Units (RSUs)	• 50% of annual equity award value delivered as RSUs, with three-year ratable vesting • Supplemental RSU awards granted in June 2024, with three-year cliff vesting

		What We Do
		• A significant portion of each NEO’s compensation is at risk • We have adopted meaningful stock ownership requirements applicable to our NEOs • Our independent Compensation Committee retains an independent compensation consultant who provides no other services to our Company • Performance-based cash and equity awards have a sliding scale earn-out structure that allows for 0% payouts and is capped at 200% of target amounts • Our performance-based equity awards use both absolute and relative performance metrics • Our Compensation Committee conducts an annual compensation risk assessment • We hold an annual Say on Pay vote

		What We Don’t Do
		• Our NEOs do not receive perquisites or retirement plans not available to other employees • We do not allow our NEOs to hedge or pledge their Company stock • We do not have single-trigger accelerated vesting of equity awards upon a change of control of our Company, and our equity plan does not use a liberal definition of “change of control” • We do not pay dividends on any performance-based equity units that are not earned through satisfaction of the awards’ performance metrics • We do not provide tax gross-ups • Our NEOs’ employment agreements do not provide for excessive severance payments

Key Skill or Qualification	Number of Nominees	Connection to Granite Point’s Strategy
Real Estate or REIT	7	Directors with extensive knowledge of, and/or experience in, the real estate sector and/or REITs have the knowledge needed to set and oversee our strategy
Strategic Opportunities or Balance Sheet Management	7	Directors with experience overseeing corporate strategy (including M&A and capital markets transactions) and/or balance sheet management (including funding and capital allocation strategies) help evaluate value-creating opportunities for our Company and our stockholders
Finance or Accounting	7	Directors with strong financial literacy and experience reviewing financial reporting and internal controls enhance our Board’s ability to oversee our strategy and drive accurate and transparent reporting to our stockholders
Credit or Principal Investing	6	Directors with experience in credit investing and/or principal investing provide valuable perspectives that inform our strategy and long-term, fundamental, value-driven investment philosophy
Operations and Management	5	Directors with operations and management experience help guide our Company through various economic, credit and interest rate cycles and enhance our Board’s ability to develop and oversee our internal operations and business strategy
		(continued)

Chair of the Board and Independent Director Committee(s): Audit (Chair)	STEPHEN G. KASNET
	Age: 79	Director Since: 2017
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Through various director and management positions, including at Two Harbors Investment Corp., Silver Bay Realty Trust, Bradley Real Estate Trust and Harbor Global, Mr. Kasnet has extensive REIT and real estate sector experience Strategic Opportunities or Balance Sheet Management – In various director and management positions, including at Two Harbors Investment Corp. and Silver Bay Realty Trust, Mr. Kasnet has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management Finance or Accounting – As a qualified financial expert on the Audit Committee, Mr. Kasnet has the experience and financial literacy to oversee financial reporting and internal controls Credit or Principal Investing – As a director of Two Harbors Investment Corp., former CEO of Pioneer First Voucher Fund and former President of Pioneer Real Estate Investors, among other positions, Mr. Kasnet has experience investing in real estate and other real estate products Operations and Management – Through various executive roles in the real estate and mortgage REIT industry, Mr. Kasnet has the right expertise to help develop and oversee our business strategy and has a broad perspective on operational matters Prior Public Board or Governance Experience – Mr. Kasnet has served as a director for multiple public companies, including Two Harbors Investment Corp. (NYSE: TWO), Silver Bay Realty Trust (NYSE: SBY), Columbia Laboratories (NASDAQ: CBRX) and Rubicon (NZX: RBC)

	PROFESSIONAL EXPERIENCE
	• President and CEO, Harbor Global and CEO, PIOglobal Investment Fund (a subsidiary of Harbor Global) (2000-2006) • CEO, Pioneer First Voucher Fund (Russia) (2000-2006) • President, Pioneer Global Institutional Advisors (1995-2000) • President, Pioneer Real Estate Investors (1993-2000)			• Director and Member of the Executive Committee, The Bradley Real Estate Trust (1995-1999) • President, Cabot, Cabot and Forbes Asset Management (1990-1993) • Additional senior management positions with other financial organizations, including First Winthrop Corporation and Winthrop Financial Associates
	OTHER CORPORATE BOARDS • Chairman of the Board, Member of the Audit and Risk Oversight Committees, Two Harbors Investment Corp. (NYSE: TWO) (2009-present) • Director, Silver Bay Realty Trust Corp. (NYSE: SBY) (2012-2017) • Chairman of the Board, Rubicon (NZX: RBC) (2008-2018) • Director, First Ipswich Bancorp (2008-2020) • Director, GoodBulk, an ocean cargo carrier (2017-2019) • Chairman of the Board, Tenon Ltd., a timberland owner and wood product producer (2016-2018) • Chairman of the Board, Columbia Laboratories, Inc. (NASDAQ: CBRX) (2004-2015) • Director, Republic Engineered Products, a specialty steel manufacturer (2002-2008) • Director, FTD, a florist collective (2001-2005) • Chairman of the Board, Warren Bank & Warren Bancorp. (1990-2003)
	ORGANIZATIONS • Trustee, The Governor’s Academy, a private coed boarding high school in Byfield, Massachusetts
	EDUCATION • BA, University of Pennsylvania

President, Chief Executive Officer and Director	JOHN (“JACK”) A. TAYLOR
	Age: 69	Director Since: 2017
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Through various management and real estate group leadership positions at asset management firms, including PGIM Real Estate Investors, UBS and PaineWebber, and membership in the Commercial Real Estate Finance Council and President’s Council of the Real Estate Roundtable, Mr. Taylor has extensive real estate sector experience Strategic Opportunities or Balance Sheet Management – As a leader in the real estate groups at Prudential Real Estate Investors, UBS, PaineWebber and Kidder, Peabody & Co., Mr. Taylor has extensive experience managing corporate strategy in the real estate sector – including by effecting transactions and raising capital – and the right experience to manage our balance sheet and funding profile Finance or Accounting – Through various management positions at real estate finance companies, Mr. Taylor brings strong financial literacy and a deep expertise in real estate finance fundamentals Credit or Principal Investing – As partner of Five Mile Capital and Head of Global Real Estate Finance at Prudential Real Estate Investors, Mr. Taylor has developed deep knowledge of debt products and asset-based lending in the real estate space Operations and Management – As President and CEO of Granite Point and through various management positions at asset management firms, Mr. Taylor has extensive knowledge of our Company and the right experience to oversee our Company’s operations and business strategy Investor Perspective – As President and CEO of Granite Point and through various management positions at asset management firms, Mr. Taylor has extensive experience with investor communications practices

	PROFESSIONAL EXPERIENCE
	• President and CEO, Granite Point Mortgage Trust (2017-present) • Global Head of Commercial Real Estate, Pine River Capital Management (2014-2020) • Managing Director, Head of Global Real Estate Finance, Member of the Global Management Committee and Chair of the Global Investment Committee for debt and equity, Prudential Real Estate Investors (now known as PGIM Real Estate) (2009-2014)			• Partner, Five Mile Capital Partners (2003-2007) • Co-Head of Real Estate Investment Banking for the Americas and Europe, UBS • Head of Real Estate Group and Member of the Operating Committee, PaineWebber • Head Trader and Manager of CMBS and Principal Commercial Mortgage business, Kidder, Peabody & Co.
	ORGANIZATIONS • Founding Governor and Member, Commercial Real Estate Finance Council (formerly known as the Commercial Mortgage Securities Association) • Member, President’s Council of the Real Estate Roundtable • Chairman of the Board, Innocence Project, an organization that works to free the innocent, prevent wrongful convictions and create fair, compassionate and equitable systems of justice for everyone
	EDUCATION • JD, Yale Law School • MSc, International Relations, London School of Economics and Political Science • BA, University of Illinois

Independent Director Committee(s): Nominating & Corporate Governance (Chair), Compensation	TANUJA M. DEHNE
	Age: 53	Director Since: 2017
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As a director at Silver Bay Realty Trust, Ms. Dehne developed knowledge of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – In various director and management positions, including at Silver Bay Realty Trust, Advanced Disposal Services and NRG Energy, as well as in private legal practice, Ms. Dehne has experience navigating and evaluating M&A, capital market and other strategic opportunities Finance or Accounting – Through her experience as a corporate and securities attorney, service on the Audit Committee of Silver Bay Realty Trust and her experience overseeing the investment management of an endowment, Ms. Dehne has the financial literacy to oversee financial reporting and internal controls Operations and Management – Through various roles and spans of control at NRG Energy and the Geraldine R. Dodge Foundation, Ms. Dehne has significant operational and management experience, including experience in managing human capital, that enhances our Board’s ability to develop and oversee our operations and business strategy Prior Public Board or Governance Experience – With over two decades teaching, advising and serving on corporate boards, and as Chair of the Advisory Board of the Gupta Governance Institute at Drexel University, Ms. Dehne provides corporate governance expertise to our Board ESG – Through her senior roles at NRG Energy and the Geraldine R. Dodge Foundation, in addition to her service on Climate Real Impact Solutions II Acquisition Corp.’s board, Ms. Dehne gained experience with environmental, sustainability and social justice issues and best practices

	PROFESSIONAL EXPERIENCE
	• President and CEO, Geraldine R. Dodge Foundation, a private foundation that supports, centers, and connects communities and changemakers who are addressing the root causes and repair of structural racism and inequity in New Jersey (2019-2024)			• NRG Energy (NYSE: NRG) (2004-2016) ◦ Executive Vice President, Chief Administrator and Chief of Staff ◦ Additional roles included: Senior Vice President, Human Resources; Secretary and Deputy/Assistant General Counsel • Practiced corporate law as a member of the business department, Saul Ewing (1999-2004)
	OTHER CORPORATE BOARDS • Director, Climate Real Impact Solutions II Acquisition Corp. (NYSE: CLIM.U) (2021-2022) • Director, Advanced Disposal Services (NYSE: ADSW) (2017-2020) • Director, Silver Bay Realty Trust (NYSE: SBY) (2012-2017)
	ORGANIZATIONS • Chair, Advisory Board of the Gupta Governance Institute, Drexel University • Trustee, Lafayette College • Trustee, New York Public Radio • Trustee, AAPIP (Asian Americans/Pacific Islanders in Philanthropy) • Trustee, Philanthropy New York • Member, Nominating and Governance Peer Group Steering Committee, Women Corporate Directors • Faculty Member, NACD Board Advisory Services • Trustee, New Jersey Institute for Social Justice • Co-Chair, Women Corporate Directors Philadelphia
	EDUCATION • JD, Syracuse University • MA, Political Science, University of Pennsylvania • BA, Lafayette College

Independent Director Committee(s): Compensation	PATRICK G. HALTER
	Age: 65	Director Since: 2025
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Over his four decades in various leadership positions with Principal Financial Group, including as President and CEO of Principal Asset Management and CEO and Senior Executive Director of Principal Real Estate Investors (where, under his leadership, the firm was built into a top 10 global real estate manager), Mr. Halter developed extensive real estate sector experience Strategic Opportunities or Balance Sheet Management – As President, CEO and COO of Principal Asset Management. responsible for overseeing the firm’s operations, its investment teams and the distribution teams, Mr. Halter gained experience navigating and evaluating strategic opportunities as well as balance sheet management Finance or Accounting – Through Mr. Halter’s extensive background in the financial services industry, he possesses strong financial literacy and experience to oversee financial reporting and internal controls Credit or Principal Investing – Through his work as President and CEO of Principal Asset Management, managing over $650 billion in assets, and CEO and Senior Executive Director of Principal Real Estate Investors, Mr. Halter has decades of investing experience Operations and Management – During his time at Principal Asset Management, Mr. Halter developed extensive experience overseeing operations, global firm relations, human resources and business development; he has the right expertise to help develop and oversee our business strategy and has a broad perspective on operational matters Investor Perspective – As a member of Principal’s mutual fund Board and the Board of Governors of the Investment Company Institute, Mr. Halter gained significant experience understanding the investor perspective and is able to enhance our investor communications and outreach practices

	PROFESSIONAL EXPERIENCE
	• Chief Executive Officer and President, Principal Asset Management, the global investment management business of Principal Financial Group, Inc. (2018-2024) • Chief Operating Officer, Principal Global Investors, Principal Financial Group, Inc. (2016-2018)			• Chief Executive Officer and Senior Executive Director, Principal Real Estate Investors, Principal Financial Group, Inc. (2003-2016) • Positions of increasing responsibility at Principal Financial Group, Inc., with a focus on real estate, starting in 1984, including serving as President of the Real Estate Fixed Income Group
	EDUCATION • MBA, Finance, Investment and Banking, University of Wisconsin – Madison • BBA, University of Wisconsin – Madison

Independent Director Committee(s): Audit, Nominating & Corporate Governance	SHEILA K. McGRATH
	Age: 60	Director Since: 2023
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – Given her background as a senior REIT research analyst and involvement with several industry organizations such as the Real Estate Investment Advisory Council (REIAC) and National Association of Real Estate Investment Trusts (NAREIT), Ms. McGrath has a strong understanding of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – As a senior equity research analyst for over 25 years, with the last 10 years at Evercore, Ms. McGrath has broad expertise in analyzing and evaluating the financial and public market considerations of M&A, capital markets and other strategic opportunities and brings valuable insight into our balance sheet management policies Finance or Accounting – Through her 25+ years of experience as a REIT research analyst, Ms. McGrath has deep expertise in REIT fundamentals and valuation, and she is a qualified financial expert on the Audit Committee Credit or Principal Investing – As a commercial real estate appraiser with the Member of Appraisal Institute (MAI) designation while at CB Commercial, Ms. McGrath brings deep knowledge of commercial real estate valuation and feasibility analysis conducted for financial institutions and institutional investors for both equity investment and debt financing purposes Investor Communications and Outreach – Given her sell-side research expertise, Ms. McGrath has both an acute understanding of the investor perspective and deep institutional relationships, which enhance our investor communications and outreach ESG – Through her roles with NAREIT’s Dividends Through Diversity and Inclusion Initiative and the Gaining and Retaining Outstanding Women program at Rutgers Business School’s Center for Women in Business, Ms. McGrath has experience leading inclusion and belonging initiatives in our industry

	PROFESSIONAL EXPERIENCE
	• Senior Managing Director, Equity REITs, Real Estate Operating Companies, Evercore (2012-2022) • Managing Director, Senior Vice President and Member of the Research Review and Leadership Committees, Keefe, Bruyette & Woods (2007-2012)			• Senior equity research analyst covering REITs for more than 20 years at other financial organizations, including Smith Barney, UBS and Dresdner Kleinwort • Valued commercial real estate properties in the real estate advisory and valuation group at CB Commercial
	OTHER CORPORATE BOARDS • Trustee and Member of the Audit Committee, New Mountain Net Lease Trust (2025-present) • Director and Member of the Compensation and Real Estate Investment Committees, Mid-America Apartment Communities, Inc. (NYSE: MAA) (2024-present) • Director and Member of the Life Science, Agtech & Advanced Technologies Committee, Alexandria Real Estate Equities, Inc. (NYSE: ARE) (2023-present)
	ORGANIZATIONS • Member of the Advisory Board of Governors, Real Estate Investment Advisory Council (REIAC), and former member of the Steering Committee of the Dividends Through Diversity and Inclusion Initiative and Best Financial Practices Committee, NAREIT • Founding Member of the Board of the Center for Women in Business and Mentor for GROW (Gaining and Retaining Outstanding Women), Rutgers Business School • Associate Member of a variety of industry organizations including International Council of Shopping Centers (ICSC), the Urban Land Institute (ULI) and the U.S. Green Building Council
	EDUCATION • MBA, Finance and Real Estate, Rutgers University • AB, Lafayette College

Independent Director Committee(s): Nominating & Corporate Governance	LAZAR NIKOLIC
	Age: 45	Director Since: 2025
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As co-founder and Managing Member of JPL Advisors, where he oversees the firm’s portfolio management with a focus in mortgage REITs, equity REITs, closed-end funds, business development companies, specialty finance companies and special situations, Mr. Nikolic has extensive REIT and real estate sector experience Strategic Opportunities or Balance Sheet Management – Mr. Nikolic has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management as co-founder and Managing Member of JPL Advisors, where he oversees the firm’s portfolio management, investment analysis and risk management, as well as his portfolio management experience at Adler & Co. Finance or Accounting – Through Mr. Nikolic’s extensive background in the financial services industry, he possesses strong financial literacy and experience to oversee financial reporting and internal controls Credit or Principal Investing – As co-founder and Managing Member of JPL Advisors, where he oversees the firm’s portfolio management with a focus in mortgage REITs, equity REITs, closed-end funds, business development companies, specialty finance companies and special situations, and as a former Portfolio Manager at Adler & Co., focusing on RMBS and structured credit, Mr. Nikolic provides valuable perspectives that inform our strategy and long-term, fundamental, value-driven investment philosophy Prior Public Board or Governance Experience – Mr. Nikolic’s service as a director for Front Yard Residential Corporation (NYSE: RESI) prior to its private acquisition in 2021 provides him with a governance perspective Investor Communications and Outreach – Through his experience as a large shareholder, Mr. Nikolic has a valuable perspective of the investor viewpoint and is able to enhance our investor communications and outreach practices

	PROFESSIONAL EXPERIENCE
	• Founder and Managing Member, JPL Advisors LLC and JPL Management Services LLC (2016-present) • Portfolio Manager, Adler & Co. (2009-2015)			• Hedge Fund Analyst, Alpha Beta Capital Management (2007-2009) • Software Engineer, Bloomberg LP (2003-2007)
	OTHER CORPORATE BOARDS • Front Yard Residential Corporation (NYSE: RESI) (2019-2021)
	EDUCATION • MS, Math-Finance, New York University • BS, Lafayette College

Independent Director Committee(s): Compensation (Chair), Audit	HOPE B. WOODHOUSE
	Age: 68	Director Since: 2017
	KEY SKILLS & QUALIFICATIONS Real Estate or REIT – As a long-standing director of Two Harbors Investment Corp., Ms. Woodhouse has developed knowledge of REITs and the real estate sector Strategic Opportunities or Balance Sheet Management – Through various director and management positions, including at Two Harbors Investment Corp., Piper Jaffray and Seoul Securities, Ms. Woodhouse has experience navigating and evaluating M&A, capital markets and other strategic opportunities and in balance sheet management Finance or Accounting – As a qualified financial expert on the Audit Committee, Ms. Woodhouse has the experience and financial literacy to oversee financial reporting and internal controls Credit or Principal Investing – As a former executive at Bridgewater Associates, Soros Fund Management, Tiger Management and Salomon Brothers, Ms. Woodhouse brings extensive investing experience Operations and Management – As a former executive at Bridgewater Associates, Soros Fund Management, Tiger Management and Salomon Brothers, Ms. Woodhouse brings extensive management and operations experience, including the oversight of human resources Prior Public Board or Governance Experience – Ms. Woodhouse had served as a director for multiple public companies before joining our Board, including Two Harbors Investment Corp (NYSE: TWO) and Piper Jaffray (NYSE: PJC)

	PROFESSIONAL EXPERIENCE
	• Chief Operating Officer, Bridgewater Associates (2005-2009) • President and Chief Operating Officer, Auspex Group (2003-2005)			• Chief Operating Officer, Soros Fund Management • Treasurer, Tiger Management • Managing Director, Salomon Brothers
	OTHER CORPORATE BOARDS • Trustee and Member of the Nominating and Governance Committee, Acadia Realty Trust (NYSE: AKR) (2023-present) • Director and Member of the Compensation and Audit Committees, Monro, Inc. (NASDAQ: MNRO) (2023-present) • Director, Chair of the Audit Committee and Member of the Risk Oversight Committee, Two Harbors Investment Corp. (NYSE: TWO) (2012-present) • Director, Atomyze (2020-2022) • Director, Piper Jaffray (NYSE: PJC) (2011-2014) • Director, Seoul Securities (2001-2003)
	ORGANIZATIONS • Member, Children’s Services Advisory Committee of Indian River County • Trustee, Tiger Foundation
	EDUCATION • MBA, Harvard University • AB, Georgetown University

		BY EMAIL
		Please send correspondence via email to secretary@gpmtreit.com

		BY MAIL
		Please send correspondence via regular mail to the attention of the independent directors, the Chair of the Audit Committee, the Chair of the Compensation Committee or the Chair of the Nominating and Corporate Governance Committee, as the case may be, in each instance in care of the Secretary at our Company’s office at 3 Bryant Park, Suite 2400A, New York, New York 10036.

	Cash ($)		Restricted Stock Unit Awards ($)
Board
Chair		160,000		160,000
Other Directors		100,000		100,000
Audit Committee
Chair		10,000		10,000
Other Members		5,000		5,000
Compensation Committee
Chair		6,250		6,250
Other Members		3,750		3,750
Nominating and Corporate Governance Committee
Chair		6,250		6,250
Other Members		3,750		3,750

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Total ($)
Tanuja M. Dehne		110,000		109,999		219,999
Stephen G. Kasnet		170,000		324,998		494,998
Sheila K. McGrath		108,750		108,748		217,498
W. Reid Sanders		112,500		112,498		224,998
Hope B. Woodhouse		111,250		111,250		222,500

Name	Restricted Stock Units
Ms. Dehne		35,256
Mr. Kasnet		104,166
Ms. McGrath		34,855
Mr. Sanders(a)		36,057
Ms. Woodhouse		35,657

Name and Address of Beneficial Owner(1)	Number of Shares of Common Stock Beneficially Owned		Percent of Common Stock(2)		Number of Shares of 7.00% Series A Cumulative Redeemable Preferred Stock Beneficially Owned		Percent of 7.00% Series A Cumulative Redeemable Preferred Stock(3)
Directors
Tanuja M. Dehne		50,710		*		—		—
Patrick G. Halter		34,001		*		—		—
Stephen G. Kasnet		121,378(4)		*		—		—
Sheila K. McGrath		29,747		*		—		—
Lazar Nikolic		1,286,653(5)		2.7%		34,797(6)		*
John (“Jack”) A. Taylor(7)		429,442		*		—		—
Hope B. Woodhouse		78,440		*		—		—
Named Executive Officers
Stephen Alpart		218,756		*		—		—
Blake Johnson		—		—		—		—
Peter Morral		143,227		*		—		—
Steven Plust		279,280		*		—		—
All directors and executive officers as a group (12 individuals)		1,490,880		3.1%		34,797		*

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Common Stock(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 100		5,394,244(2)		11.2%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		2,811,904(3)		5.8%

	Stephen Alpart Age: 61 Vice President and Chief Investment Officer
	• Mr. Alpart has been our Vice President and Chief Investment Officer since our Company’s inception in 2017. He is also our Co-Head of Originations and a member of our Investment Committee. • From 2014 to 2020, he was a Managing Director at our Former Manager. • Prior to joining our Former Manager, Mr. Alpart was a Managing Director in the Global Real Estate Finance Group at Prudential Real Estate Investment (now known as PGIM Real Estate Company) from 2009 to 2014, responsible for managing a series of close-end debt funds in the United States. • Previously, Mr. Alpart was a Managing Director in the Real Estate Group at GMAC Commercial Mortgage and Capmark Investments, where he focused on originating, underwriting and closing large structured commercial real estate loans for private equity firms and private owner/operators. Prior to that, he was a Managing Director in the Real Estate Group at PaineWebber & Co., an investment bank and stock brokerage firm, and later an Executive Director in the Real Estate Group of UBS Group AG, a Swiss multinational investment bank and financial services company, where he focused on originating, underwriting and closing large structured commercial real estate loans for private equity firms and owner/operators. • He has worked in real estate finance and debt investing for over 25 years in a variety of functions, including third-party funds management, proprietary on-book lending, transaction advisory business, loan syndications, loan sales and workouts/ restructurings. • Mr. Alpart received an MBA, Finance and Real Estate, from New York University and a BS in Business Administration, Accounting and Economics from Washington University.

	Blake Johnson Age: 41 Vice President, Chief Financial Officer and Treasurer
	• Mr. Johnson has served as our Vice President, Chief Financial Officer and Treasurer since 2024. • From 2012 until 2024, Mr. Johnson served in various positions at Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, most recently serving as its Acting Chief Accounting Officer for a portion of 2024 and previously as its Controller since 2020. • From our Company’s inception in 2017 until Two Harbors internalized in 2020, he also served in various roles at our Company, including Head of Tax and, most recently, Controller starting in 2018. • Prior to joining Two Harbors, Mr. Johnson held positions at Wells Fargo Bank, N.A., Deloitte, LLP, Opus Corporation and Ernst & Young, LLP. • Mr. Johnson holds an MBT from the University of Minnesota, an MSc in Finance from the London Business School, and an MS in Accountancy and a BA in Business Administration from the University of St. Thomas. He is a Certified Public Accountant and holds the Chartered Financial Analyst designation.

	Michael Karber Age: 45 Vice President, General Counsel and Secretary
	• Mr. Karber has served as our Vice President, General Counsel, Secretary and Chief Compliance Officer since 2020. He has been with our Company since its inception in 2017, previously serving as Deputy General Counsel from 2018 to 2019 and as Assistant Secretary from 2018 to 2020. • Prior to joining our Company, Mr. Karber was Lead Counsel – Business Operations at Two Harbors Investment Corp. (NYSE: TWO), a hybrid mortgage real estate investment trust, beginning in 2014. • Prior to joining Two Harbors, he was a Portfolio Manager at Presidium Asset Solutions, an asset management and loan servicing company, from 2010 to 2014. • From 2007 to 2009, Mr. Karber was an Associate at Pircher, Nicols & Meeks LLP, and he was previously an Associate at Schwartz Cooper Chartered (now known as Dykema Gossett PLLC). • Mr. Karber received a JD from Northwestern University, Pritzker School of Law, and a BA in Political Science and Psychology from the University of Michigan.