Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 13, 2020, the board of directors (the "Board") of TPG RE Finance Trust,
Inc., a Maryland corporation (the "Company"), increased the size of the Board
from seven directors to eight directors and appointed Todd S. Schuster to fill
the vacancy resulting from the increase in the size of the Board described
above. PE Holder, L.L.C. ("PE Holder"), an affiliate of Starwood Capital Group
Global II, L.P., designated Mr. Schuster for appointment to the Board subject to
the terms and conditions set forth in the Investment Agreement, dated as of
May 28, 2020, by and between the Company and PE Holder. Mr. Schuster will serve
on the Board's compensation committee.
From May 2012 to September 2015, Mr. Schuster served in various capacities with
Ares Management, a $140 billion alternative manager. From May 2012 through May
2013, Mr. Schuster served as an independent board member and audit committee
member of Ares Commercial Real Estate (NYSE: ACRE), a publicly held, externally
managed, commercial mortgage REIT. In June 2013, Mr. Schuster joined Ares as a
Senior Partner in the firm's real estate group and remained until September
2015. Concurrently, while at Ares, Mr. Schuster was named CEO of ACRE and
remained on the board during that time. Additionally, during his tenure at Ares,
Mr. Schuster raised and invested the company's first private vehicle in the
commercial real estate credit space, restructured the group resulting in a
meaningful enhancement of the group's efficiency and quality controls, and
increased ACRE's earnings per share by 67% through deft capital management and a
strategic acquisition. Mr. Schuster also served on the Ares twelve-member
Executive Committee, as well as on the Investment Committee for all Ares
sponsored real estate debt and equity vehicles in the US and Europe/UK. Prior to
joining Ares, Mr. Schuster was the Founder, Chief Executive Officer and
Principal of CW Financial Services from its inception in 1992 until 2009. During
this time, Mr. Schuster built and led CW Financial Services which was comprised
of 400 employees throughout three subsidiaries: CWCapital, its financing
vehicle, CWCapital Investments, a registered investment advisor managing
approximately $10 billion of assets, and CWCapital Asset Management, one of the
nation's largest special servicers and named on CMBS pools, CDOs, CLOs and
investment funds with more than $175 billion of underlying collateral. Prior to
founding CW Financial Services, Mr. Schuster served in a variety of positions
within the commercial mortgage finance units of Salomon Brothers and Bankers
Trust each in New York City. Mr. Schuster graduated with a B.A. from Tufts
University.
For Mr. Schuster's service as a non-management director, Mr. Schuster will be
compensated in accordance with the director compensation policy for
non-management directors described in the Company's definitive proxy statement
filed with the SEC on May 15, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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