Claros Mortgage Trust (CMTG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, with voting on director elections, auditor ratification, executive compensation, and an amendment to the 2016 Incentive Award Plan.

• Stockholders can vote electronically or by proxy, with detailed instructions provided for both registered and beneficial owners.

• The board recommends voting in favor of all proposals, including the election of nine directors and the plan amendment.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying PricewaterhouseCoopers LLP as auditor, advisory approval of executive compensation, and amending the 2016 Incentive Award Plan.

• The board recommends a vote "FOR" all proposals.

• Voting is one vote per share, with a majority or plurality required depending on the proposal.

• No cumulative voting is permitted.

Board of directors and corporate governance

• The board will be reduced from ten to nine members after the meeting, following a planned retirement.

• Nominees include a mix of executives and independent directors with diverse backgrounds in real estate, finance, and governance.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• The board has adopted a Code of Ethics and Corporate Governance Guidelines, and maintains stock ownership guidelines for directors.

• The board is majority independent and includes a lead independent director.