Claros Mortgage Trust (CMTG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2025, to elect nine directors, ratify the auditor, and hold an advisory vote on executive compensation.

• Stockholders of record as of April 7, 2025, are entitled to vote; 139,362,657 shares of common stock are outstanding.

• The meeting will be held virtually, and proxy materials are available online.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying PricewaterhouseCoopers LLP as auditor for 2025, and an advisory say-on-pay vote for executive compensation.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 23, 2025.

Board of directors and corporate governance

• The board consists of nine directors, with a majority deemed independent under NYSE standards.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The board held nine meetings in 2024, with all directors attending at least 75% of meetings.

• Lead independent director presides over executive sessions.

• Director candidates are evaluated for integrity, experience, and diversity; stockholders may recommend nominees.