The following table sets forth information regarding the beneficial ownership of our Common Stock, Series A Preferred Stock, $0.001 par value per share ~~$0.001~~ (“Series A Preferred Stock”), Series D Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), and Series L Preferred Stock, $0.001 par value per share ~~$0.001~~ (“Series L Preferred Stock”), as of April ~~3, 2019~~29, 2022 by (1) each named executive officer, (2) each current director and (3) all executive officers and directors as a group.

Common Stock

Series A
Preferred Stock

Series L
Preferred Stock

Name of Beneficial
Owner(1)

No. of
Shares

Percent of
Class

No. of
Shares

Percent of
Class

No. of
Shares

Percent of
Class

David Thompson

—

—

—

—

—

—

Jan F. Salit

52,601
(2)
*

—

—

—

—

Nathan D. DeBacker

—

—

—

—

—

—

Richard Ressler

39,661,499
(3)
90.56
%
—

—

—

—

Avi Shemesh

39,646,453
(3)
90.53
%
—

—

—

—

Shaul Kuba

39,646,453
(3)
90.53
%
—

—

—

—

Kelly Eppich

5,163

*

—

—

—

—

Douglas Bech

18,965

*

—

—

—

—

Robert Cresci

14,206

*

—

—

—

—

Frank Golay, Jr.

13,965

*

—

—

—

—

Directors and Executive Officers as a group (10 persons)

39,797,625

90.87
%
—

—

—

—

In each case, the percent of class owned reflects the number of shares of Common Stock outstanding as of April 29, 2022.

~~PROPOSAL 3~~

~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are seeking advisory stockholder approval of the compensation of our named executive officers as further described below under “Executive Compensation.” The stockholder vote is an advisory vote only and is not binding on the Company or the Board. Although the vote is non-binding, the Board values the opinion of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers. Unless the Board modifies its policy on the frequency of future advisory votes on executive compensation, the next such vote will occur at the 2020 annual meeting of stockholders.

Our executive compensation system is designed to promote the Company’s financial and operational success by (i) attracting, motivating and assisting in the retention of highly qualified and talented executives, including our named executive officers, who will enable us to perform better than our competitors and drive long-term stockholder value; and (ii) reinforcing desired financial business results to our executives, including our named executive officers, and motivating them to make decisions that produce such results. We believe that our executive compensation system appropriately links pay to both the Company’s and the executive’s performance and is well aligned with the long-term interests of our stockholders. The Board does not allocate a fixed percentage to any specific component of compensation, but works with management to design an overall compensation structure that best serves its goals and appropriately motivates our executive officers to provide outstanding service to the Company. We believe that our executive compensation objectives have resulted in executive compensation decisions that have appropriately incentivized (without undue risk) the achievement of financial goals that have benefited our Company and our stockholders and are expected to drive long-term stockholder value over time. As described in detail in the “Compensation Discussion and Analysis” section below, the Company is externally operated by the Operator (as defined in “Related Person Transactions—Transactions with Related Persons—Asset Management and Other Fees to Related Parties”), an affiliate of CIM REIT and CIM Group, L.P., pursuant to an Investment Management Agreement (the “Investment Management Agreement”) between the Operator and CIM Urban Partners L.P. (“CIM Urban”), a principal subsidiary of the Company. In addition, CIM Service Provider, LLC (the “Administrator”), a subsidiary of CIM Group, provides certain administrative services to the Company and its subsidiaries pursuant to a Master Services Agreement (the “Master Services Agreement”). Charles E. Garner II, the Company’s former Chief Executive Officer, and David Thompson, the Company’s current Chief Executive Officer and former Chief Financial Officer (from March 2014 to March 2019), are employed by an affiliate of the Operator and the Administrator and their compensation is determined by, and paid to them directly by, such affiliate. The Company did not pay Mr. Garner or Mr. Thompson any compensation in 2018. Therefore, their compensation is not discussed in the “Compensation Discussion and Analysis” section below.

~~We are asking stockholders to vote on the following advisory resolution:~~

Resolved, that the stockholders approve, on a non-binding advisory basis, the compensation of Jan F. Salit, the Company’s only named executive officer being compensated by the Company, as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement.

~~Vote Required~~

~~The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve the proposal.~~

~~The Board recommends a vote “FOR” the approval of the advisory resolution on CIM Commercial’s executive compensation for the year ended December 31, 2018, as disclosed in this proxy statement.~~

CORPORATE GOVERNANCE

Company Leadership Structure; Board Role in Risk Oversight

Leadership Structure. The Board does not have a formal policy regarding the leadership structure of the Company and whether the roles of chairman and chief executive officer should be separated, but instead believes that these matters should be determined based on a number of different factors and circumstances, including the Company’s position, history, size, culture, stockholder base, board size and board composition, and that, as a result, the appropriate structure may change from time to time as circumstances warrant. From October 26, 2012 until March 11, 2014, Mr. Salit served as our Chief Executive Officer and as our Chairman of the Board. On March 11, 2014, following the closing of the merger (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of July 8, 2013, by and among PMC Commercial Trust, CIM REIT, and their respective merger subsidiaries, we separatedCurrently, the roles of Chairman of the Board and ~~principal executive officer.~~Chief Executive Officer of the Company are separated. Our ~~principal executive officer is Mr. Thompson and our~~ Chairman of the Board is Mr. ~~Ressler.~~

Ressler and our Chief Executive Officer is Mr. Thompson.

Risk Oversight. The Company is exposed to a variety of risks. The entire Board regularly assesses major risks facing the Company and reviews options for their mitigation. The Board may appoint a committee to address a specific risk or to oversee the Company’s response to a specific risk. In particular, the Audit Committee of the Board oversees the Company’s policies with respect to risk assessment and risk oversight and oversees risk with respect to financial reporting matters. The Board also relies on management to bring significant matters to its attention.

The Board believes that the Company’s current leadership structure, including the independent Audit Committee oversight function and the open access of the Board to the Company’s executive officers and senior management as the Board determines is appropriate, supports the oversight role of the Board in the Company’s risk management.

Statement on Corporate Governance

~~The Company is dedicated to establishing and maintaining high standards of corporate governance.~~

~~Notable features of our current corporate governance structure include the following:~~

· ~~our Board is not staggered, which means each of our directors is subject to re-election annually;~~

· ~~we have separated the roles of Chairman of the Board and principal executive officer;~~

· ~~a majority of our directors meet the criteria for independence of The Nasdaq Stock Market LLC;~~

· ~~we opted out of the Maryland Control Share Acquisition Act (which provides certain takeover defenses);~~

· ~~we provide an annual advisory vote on executive compensation;~~

· ~~we do not have a stockholder rights plan; and~~

· ~~our audit committee is comprised solely of independent directors.~~

Governance Principles. The Board has adopted a set of Governance Principles that provides a framework for the governance of the Company. The Company’s Governance Principles may be found on the Company’s website at https://shareholders.cimcommercial.com/corporate-overview/corporate-governance in the section entitled “Governance Documents.”

Contacting the Board. The Board welcomes your questions and comments. If you would like to communicate directly with the Board, or if you have a concern related to the Company’s business ethics or conduct, financial statements, accounting practices or internal controls, then you may submit your correspondence to the Secretary of the Company, at 17950 Preston Road, Suite 600, Dallas, Texas 75252, or you may call the Ethics Hotline at 1-800-292-4496. All communications will be forwarded to the Audit ~~Committee.~~

Committee, which in turn may forward certain communications to the entire Board in its discretion.

Code of Ethics. The Board has adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of the Company, the Operator (as defined below) and the Administrator (as defined below), including the Company’s principal executive officer and principal financial and accounting officer (the “Code of Ethics”).

If the Board amends any provisions of the Code of Ethics that applies to the Company’s principal executive officer or ~~senior financial officers~~any other executive officer of the Company or grants a waiver in favor of any such persons, the Company intends to satisfy its disclosure requirements by disclosing the amendment or waiver in a Current Report on a Form 8-K filed with the SEC within four business days following such amendment or waiver.

The Company’s Code of Business Conduct and Ethics may be found on the Company’s website at https://shareholders.cimcommercial.com/corporate-overview/corporate-governance in the section entitled ~~“Shareholders—Corporate Overview—Corporate~~“Corporate Governance—Governance Documents.”

~~Independence of Directors~~

As a result of and immediately following the Merger, Urban II, an affiliate of CIM REIT, acquired a 97.8% ownership interest in the Company. Currently, Urban II beneficially owns shares of Common Stock that represent, together with shares held by other affiliates of CIM Group and the Company’s executive officers and directors, 90.9% of the total voting power of the Company. As a result of this ownership level, CIM Commercial is a “controlled company” exempt from certain rules of The Nasdaq Stock Market LLC requiring, among other things, a board of directors with a majority of independent directors.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2018 describes a program by the Company to unlock embedded value in its portfolio and improve trading liquidity of the Common Stock. If that program is completed, the Company will no longer be a “controlled company” within the meaning of the rules of Nasdaq. As a result, among other things, the Company will be required to comply with the requirement that a majority of its directors be independent within the meaning of the Nasdaq rules within 12 months from the date on which it ceases to be a “controlled company.”

The Board undertook a review of the independence of the current members of the Board. In making independence determinations, the Board observes all criteria for independence established by the SEC and The Nasdaq Stock Market LLC. During this review, the Board considered transactions and relationships between each director or any member of his or her immediate family and the Company, including (if applicable) those reported under “Related Person Transactions.” The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. As a result of this review, the Board affirmatively determined that Messrs. Bech, Cresci, Golay and, commencing on March 12, 2019, Eppich (following his retirement from CIM Group, L.P.) meet the aforementioned criteria for “independence.”

Meetings of the Board

The Board held a total of nine meetings during the year ended December 31, ~~2018.~~2021. Each ~~incumbent~~ director attended at least 75 percent of the aggregate number of Board meetings and the meetings of committees on which he or she served during ~~2018.~~2021. Directors are encouraged to attend ~~in person~~ the annual meeting of stockholders of the Company. All but one member of our Board attended our ~~2018~~2021 annual meeting of stockholders.

Independent Director Meetings

The independent directors have at least one regularly scheduled meeting or executive session per year without the presence of other directors and management. Any independent director can request that an additional executive session be scheduled.

Committees of the Board

The Board has the following standing committees: an audit ~~committee. Currently, the Board is not required to have (and does not have)~~committee, a compensation committee orand a nominating and corporate governance committee, based on its status as a “controlled company.” However, as described in “—Independence of Directors” of this proxy statement, the Company has commenced a program to unlock embedded value in its portfolio and improve trading liquidity of the Common Stock. If that program is completed, the Company will no longer be a “controlled company.” As a result, to the extent the program is completed, the Company will be required to establish a nominating committee of the Board and a compensation committee of the Board having (i) one independent committee member at the time at which it ceases to be a controlled company, (ii) a majority of independent committee members within 90 days of the date on which it ceases to be a controlled company and (iii) all independent committee members within one year of the date on which it ceases to be a controlled company.

committee.

Audit Committee. The Company has a standing Audit Committee that oversees the accounting and financial reporting processes as well as legal, compliance and risk management matters. ~~The~~In 2021, the Audit Committee ~~consists~~consisted of Mr. ~~Cresci~~Eppich (chairman), Mr. Bech and Mr. Golay. Mr. Golay retired from the Board on May 2, 2022; the Board appointed Marcie Edwards to the Audit Committee following Mr. Golay’s retirement. The Audit Committee is comprised entirely of directors who meet the independence and financial literacy requirements of ~~The~~ Nasdaq ~~Stock Market LLC, as well as the standards established under the~~

~~Sarbanes-Oxley Act of 2002.~~and applicable SEC rules. See “—Independence of Directors.” In addition, the Board has determined that Mr. ~~Cresci~~Eppich qualifies as an “audit committee financial expert” as defined in SEC rules.

The Audit Committee’s responsibilities include providing assistance to the Board in fulfilling its responsibilities with respect to oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, performance and independence, and the performance of the Company’s internal audit function, if any. In accordance with its Audit Committee Charter, the Audit Committee is directly responsible for the appointment and oversight of the independent registered public accounting firm, who reports directly to the Committee, approval of the engagement fee of the independent registered public accounting firm and pre-approval of the audit services and any permitted non-audit services ~~they~~it may provide to the Company. In addition, the Audit Committee reviews the scope of audits as well as the annual audit plan and evaluates matters relating to the audit and internal controls of the Company. The Audit Committee holds separate executive sessions, outside the presence of executive management, with the Company’s independent registered public accounting firm.

~~The~~

During 2021, the Audit Committee held ~~five meetings during the fiscal year ended December 31, 2018.~~

four meetings.

The charter for the Audit Committee may be found on the Company’s website at https://shareholders.cimcommercial.com/corporate-overview/corporate-governance in the section entitled ~~“Shareholders—Corporate Overview—Corporate~~“Corporate Governance—Committee Charters.”

~~Director Nomination Procedures~~Compensation Committee

~~Currently,~~. Our Compensation Committee consisted of two of our independent directors in 2021: Messrs. Golay, who served as chairman, and Bech. Mr. Golay retired from the ~~Company does not have~~Board on May 2, 2022; the Board appointed Elaine Wong to the Compensation Committee following Mr. Golay’s retirement and Mr. Bech to be the Chair of the Compensation Committee. Our Board has adopted a ~~nominating~~charter for the Compensation Committee that sets forth its specific functions, powers, duties and responsibilities. Among other things, the Compensation Committee charter calls upon the Compensation Committee to:

•In consultation with senior management, establish the Company’s general compensation philosophy and oversee the development, implementation and administration of compensation plans, policies and programs, if any;

•Oversee compliance of all compensation-related disclosure requirements, including producing an annual Compensation Committee Report for inclusion in the Company’s proxy statement in accordance with applicable SEC rules and regulations; and

•Review and make recommendations to the Board regarding any changes in compensation for directors.

During 2021, the Compensation Committee held two meetings.

The charter for the Compensation Committee may be found on the Company’s website at https://shareholders.cimcommercial.com/corporate-overview/corporate-governance in the section entitled “Corporate Governance—Committee Charters.”

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is comprised of two of our independent directors: Messrs. Bech, who serves as chairman, and Eppich. The Nominating and Corporate Governance Committee was formed to establish and implement our corporate governance ~~committee. The Board believes that it is appropriate~~practices and to nominate individuals for CIM Commercial not to have such a committee because of CIM Commercial’s status as a “controlled company.” The entire Board participates in the consideration of nominees for director. However, as described in “—Independence of Directors” of this proxy statement, the Company has commenced a program to unlock embedded value in its portfolio and improve trading liquidity of the Common Stock. If that program is completed, the Company will no longer be a “controlled company.” As a result,election to the ~~extent~~Board. Our Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by our Board. Among other things, the ~~program is completed,~~committee charter calls upon the ~~Company will be required to establish a nominating committee~~Nominating and Corporate Governance Committee to: (i) periodically review the size and composition of the Board and ~~a compensation committee of~~recommend to the Board ~~having (i) one independent committee member at~~such modifications to its size and/or composition as are determined by the ~~time at which it ceases~~Nominating and Corporate Governance Committee to be ~~a controlled company,~~necessary or desirable; (ii) ~~a majority~~recommend to the Board the director nominees for the next annual meeting of ~~independent committee members within 90 days of the date on which it ceases to be a controlled company~~stockholders; and (iii) ~~all independent committee members within one year of the date on which it ceases to be a controlled company.~~

~~The Board will consider nominees for director suggested by stockholders in written submissions~~develop and recommend to the Board a set of corporate governance principles applicable to the Company.

During 2021, the Nominating and Corporate Governance Committee held two meetings.

The charter for the Nominating and Corporate Governance Committee may be found on the Company’s ~~Secretary~~website at https://shareholders.cimcommercial.com/corporate-overview/corporate-governance in ~~compliance with~~ the ~~nomination procedures set forth below.~~

section entitled “Corporate Governance—Committee Charters.”

Director Nomination Procedures

Director Qualifications. The ~~Board has policies establishing certain desired attributes of the Board as a whole. Each~~Nominating and Corporate Governance Committee believes that each member of the Board must possess high personal and professional ethics, integrity and values, and be committed to representing the ~~long-term~~long term interests of the stockholders, as well as an inquisitive mind, an objective perspective, practical wisdom and mature judgment. In addition, directors must be willing to devote sufficient time ~~carrying~~to carry out their duties and responsibilities effectively. The ~~Board does not have a formal policy with regard~~Nominating and Corporate Governance Committee is committed to ~~the consideration of~~ diversity ~~in identifying director nominees. However,~~on the Board, values diversity and believes the Board should reflect an appropriate diversity of viewpoints, background, experience, ethnicity, gender, culture and other demographics.

Identifying and Evaluating Nominees. The ~~Board~~Nominating and Corporate Governance Committee may consider those factors it deems appropriate in evaluating director candidates as outlined above. The skills and personality of each director should fit with those of the other directors in building a Board that is effective, collegial and responsive to the needs of the Company. The ~~Board considers~~Nominating and Corporate Governance Committee may consider candidates for the Board from any reasonable source, including current board members, stockholders, professional search firms or other persons. The ~~Board~~Nominating and Corporate Governance Committee does not evaluate candidates differently based on who has made the recommendation. The ~~Board~~Nominating and Corporate Governance Committee may hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating ~~candidates.~~

candidates; however, no such consultant or search firm was engaged in the year ended December 31, 2021.

Stockholder Nominees. The ~~Board~~Nominating and Corporate Governance Committee will consider properly submitted stockholder nominees for election to the Board and will apply the same evaluation criteria in considering such nominees as it would to persons nominated under any other circumstances. Any stockholder nominations proposed for consideration by the ~~Board~~Nominating and Corporate Governance Committee should include the nominee’s name and sufficient biographical information to demonstrate that the nominee meets the qualification requirements for board service as set forth under “—Director Qualifications.” The nominee’s written consent to the nomination should also be included with the nomination submission, which should be sent in accordance with the provisions of our bylaws and addressed to: ~~CIM Commercial Trust Corporation,~~Mr. Nathan De Backer, Secretary of the Company, 17950 Preston Road, Suite 600, Dallas, Texas ~~75252, Attn: Secretary.~~

75252.

Additional information regarding submitting stockholder proposals is set forth in our bylaws. Stockholders may request a copy of our bylaws from the Company’s Secretary at ~~CIM Commercial~~Mr. Nathan DeBacker, Secretary of the Company, Creative Media & Community Trust Corporation, 17950 Preston Road, Suite 600, Dallas, Texas ~~75252, Attn: Secretary.~~

75252.

Director Nominees

Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors of the Company and the names of other public companies in which such persons hold or have held directorships during the past five years.

~~Name~~

~~Age~~

~~Position~~

~~Douglas Bech~~

Name

Age

~~Director (independent)~~

Position

~~Robert Cresci~~

Douglas Bech

Director (independent)

~~Kelly Eppich~~

Marcie Edwards

Director ~~(independent as of March 12, 2019)~~

(independent)

~~Frank Golay, Jr.~~

Kelly Eppich

Director (independent)

Shaul Kuba

Director

Richard Ressler

Director and Chairman of the Board

~~Avi~~Avraham Shemesh

Director

Elaine Wong

Director (independent)

Douglas Bech has served as a director of the Company since March 2014, and since 1997 as founder and Chief Executive Officer of Raintree Resorts International, ~~and its predecessors since August 1997. Raintree owns and operates upscale~~a private enterprise engaged in vacation ownership ~~resorts~~and resort operations in Mexico, the United States and Canada. Prior to founding Raintree, Mr. Bech practiced securities and corporate finance law from 1970 ~~until~~to 1997. Mr. Bech also ~~has~~ served as a director of j2J2 Global, ~~since~~Inc. from November ~~2000. From~~2000 to October 2021 and from August 1988 through November 2000, he served as a director of eFax.com, a company j2J2 Global, Inc. acquired in November 2000. In October 2021 Mr. Bech was appointed non-executive chairman of the Board of directors of Consensus Cloud Solutions, Inc., a company which was spun off to the J2 (now renamed Ziff-Davis) shareholders.Mr. Bech also ~~serves~~served as ~~lead~~presiding independent director of HollyFrontier Corporation ~~which was the result of a merger of Frontier Oil Corporation and Holly Corporation in~~from July 2011 ~~and~~until May 2021, when Mr. Bech retired from its board of directors.Mr. Bech had previously served as a director of Frontier Oil Corporation ~~since 1993.~~from 1993 until its merger with

Holly Corporation in July 2011. Mr. Bech also served, from 2014 until February 1, 2016, as an independent trust manager of Moody National REIT II, Inc., a registered, ~~non-traded~~non traded real estate investment trust that acquires ~~only~~ limited service hotels in the United States. Mr. Bech’s previous work as a securities and corporate finance lawyer, as a director of other diverse public companies, and his ~~current~~ experience as a chief executive officer of a ~~private~~multi-national enterprise ~~engaged in marketing, management and consumer finance in three different countries,~~ provides expertise on corporate governance, legal matters and finance, as well as a general business management perspective to the Board.

~~Robert Cresci~~

Marcie Edwards has served as a director of the Company since ~~March~~her appointment by our Board on February 11, 2021. Ms. Edwards served as the General Manager of the Los Angeles Department of Water and Power (LADWP) from 2014 to 2017. In that capacity, she managed a city agency with an annual budget of more than $6 billion and approximately 10,000 employees. As part of her role at LADWP, she served as a member of the Board of the Water and Power Employees’ Retirement Plan, overseeing more than $12 billion in investments. Prior to her tenure at LADWP, Ms. Edwards was the City Manager of the City of Anaheim from 2013 to 2014, overseeing an annual budget of more than $1 billion with approximately 3,000 employees, including a fire department, a police department, and a public utility company. From 2000 to 2012, Ms. Edwards was the Utility General Manager of Anaheim Public Utilities and, prior to 2000, Ms. Edwards spent almost 25 years with LADWP in a variety of positions. From 2019 to 2021, she was Chair to the California Wildfire Safety Advisory Board as a gubernational appointee. Since 2019, Ms. Edwards has been a ~~Managing director~~board member of ~~Pecks Management Partners Ltd., an investment management firm,~~S&C Electric Company in Chicago (and a member of the Audit Committee since ~~1990. He currently serves~~2021). In 2019, Ms. Edwards was invited to serve on the ~~boards of j2 Global, OFS Capital Corporation, Hancock Park Corporate Income, Inc. and Presbia PLC. Mr. Cresci previously~~Southern California Gas Company’s Advisory Safety Council. Further, since December 2018, Ms. Edwards has served on the ~~board~~Board of ~~Continucare Corporation until 2011,~~ the ~~board~~Boys & Girls Club of ~~Sepracor, Inc. until 2009 and~~Santa Clarita Valley. Ms. Edwards has a Master in Public Administration degree from the ~~board~~University of ~~Luminex Corporation until 2019. Mr. Cresci’s~~LaVerne. Ms. Edwards’ extensive ~~knowledge~~experience in the public administration provides the Board with a strong resource on a variety of investment management and accounting from his experience with Pecks Management Partners and his experience serving on other public company boards of directors provides expertise regarding investment strategies, accounting issues and public companyimportant strategic matters.

Kelly Eppich has served as a director of the Company since March 2014. Mr. Eppich was a Principal, Investments of CIM Group, ~~L.P~~L.P. until his retirement in February 2019. While Mr. Eppich was at CIM Group, L.P., he served on ~~CIM Group, L.P.’s~~its Investment Committee and Credit Committee. Prior to joining CIM Group, L.P. in 2002, Mr. Eppich served as the Chief Financial Officer of Decurion Corporation/Pacific Theatres. In that capacity, he was responsible for all areas of finance, accounting, treasury, risk management and information systems development of Decurion Corporation/Pacific Theatres. From 1989 to 2000, he was Vice President Finance / Controller and then Vice President of Business Development, Finance and Administration for the International Recreation Enterprises Division of Warner Brothers. Prior to joining Warner Brothers, Mr. Eppich served as an Assistant Vice President and Assistant Corporate Controller for Maxicare Health Plans, Inc. ~~(1986—~~(1986–1989) and worked for Ernst & Young ~~(1979—~~(1979–1986). Mr. Eppich received a B.S. degree in Finance with an emphasis in Accounting from Weber State University. Mr. Eppich has ~~in-depth~~in depth knowledge of ~~CIM Urban’s~~the business and operations of CIM Urban Partners, L.P. (“CIM Urban”) and has significant experience in the preparation and analysis of financial statements, strategic planning and financial management.

Frank Golay, Jr. has served as a director of the Company since March 2014 and has been associated with Sullivan & Cromwell LLP since September 1977. From 1977 to 1985 he was an associate located in the firm’s New York and London offices. From 1985 to 1988 he was a partner in the firm’s New York office, and from 1988 to 2008 he served as partner in Sullivan & Cromwell LLP’s Los Angeles office. Mr. Golay retired at the end of 2008. Afterwards, he was of counsel to the firm. But in 2016, wishing more completely to retire from the practice of law, Mr. Golay became a senior counsel to Sullivan

& Cromwell LLP, and changed his state bar memberships to retired/inactive. Prior to his retirement, Mr. Golay’s practice included numerous securities offerings, including real estate investment trust (“REIT”) offerings, merger and acquisition transactions and general corporate advice. He represented both issuers and underwriters, and companies and their financial advisors. Mr. Golay’s clients included Orchard Capital Corporation, j2 Global and CIM Group, L.P. Mr. Golay’s extensive legal experience in the securities, mergers and acquisitions, and general corporate fields provides the Board with a strong resource on a variety of important strategic matters.

Shaul Kuba has served as a director of the Company since March 2014. Mr. Kuba, Co-Founder and a Principal of CIM Group, L.P., has been an active real asset owner and operator for over 2630 years. Since co-founding CIM Group, L.P. in 1994, Mr. Kuba has been an integral part of building CIM Group, L.P.’s platforms. As a Principal and Head of CIM Group, L.P.’s Development Group, he is actively involved in the development, redevelopment and repositioning of CIM Group, L.P.’s real estate ~~assets including notable projects such as 432 Park Avenue in New York City.~~assets. Additionally, Mr. Kuba is instrumental in sourcing new opportunities and establishing and maintaining relationships with national and regional retailers, hospitality brands and restaurateurs. He serves on CIM Group, L.P.’s Investment and Real Asset Management Committees and provides guidance on the diverse opportunities across CIM’s platforms. He also serves as an officer of various affiliates of CIM. Prior to CIM Group, L.P., Mr. Kuba was involved in a number of successful entrepreneurial real estate activities including co-founding Dekel Development, ~~which developed~~ a ~~variety~~developer of commercial and ~~residential~~multifamily properties in Los Angeles. Mr. Kuba has ~~in-depth~~in depth knowledge of CIM Urban’s business and operations and has significant experience with the real estate development process and sourcing new transactions as a result of his experience with CIM Group, L.P., including as Co-Founder thereof.

Richard Ressler has served as a director and chairman of the Company since March 2014. Mr. Ressler is the founder and President of Orchard Capital Corporation (“Orchard Capital”), a firm through which Mr. Ressler oversees companies in which Orchard Capital or its affiliates invest. Through his affiliation with Orchard Capital, Mr. Ressler serves in various senior capacities with, among others, CIM Group, L.P. (together with its controlled affiliates, “CIM”), a ~~vertically-integrated~~community-focused real estate and infrastructure owner, operator, lender and ~~operator of real assets,~~developer, Orchard First Source Asset Management, LLC (together with its controlled affiliates, “OFSAM”), which provides personnel staffing to OFS Capital Management, LLC, a ~~full-service provider of capital~~registered investment adviser focusing primarily on investments in middle market and ~~leveraged finance solutions to U.S. corporations,~~broadly syndicated US loans, debt and equity positions in collateralized loan obligations and other structured credit investments, OFS CLO Management, LLC, a registered investment adviser focusing primarily on investments in broadly syndicated US loans, and OCV Management, LLC (“OCV”), an investor, owner and operator of technology companies. Mr. Ressler also serves as a board member for various public and private companies in which Orchard Capital or its affiliates invest, including as chairman of Ziff Davis, Inc. (Nasdaq: ZD) (f/k/a j2 Global, Inc. ~~(NASDAQ “JCOM”~~) ~~and director of Presbia PLC (NASDAQ “LENS”).~~ Mr. Ressler served as ~~Chairman and CEO~~Chief Executive Officer of ~~JCOM~~Ziff Davis from 1997 to 2000 and ~~through an agreement with Orchard Capital, currently serves~~has served as its non-executive ~~Chairman.~~Chairman since 1997 (Mr. Ressler will retire from the board of directors of Ziff Davis, Inc. in May 2022). In addition,

he has also served as the Chief Executive Officer and President and as a director of CIM Real Estate Finance Trust, Inc. (“CMFT”), a non-listed REIT operated by an affiliate of CIM that invests in net lease core real estate assets as well as real estate loans and other credit investments, since February 2018, and has served as the Chairman of its board of directors since August 2018. Mr. Ressler ~~has~~served as the Chief Executive Officer, President and a director of CIM Income NAV, Inc. (“CIM Income NAV”) from February 2018 to December 2021 and as the Chairman of the board of directors of CIM Income NAV and a member of nominating and corporate governance committee from August 2018 to December 2021 until CIM Income NAV’s merger with and into CMFT in December 2021. Mr. Ressler served as the Chief Executive Officer and President and as a director of Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) from February 2018 and as the chairman of its board of directors from August 2018 until CCIT III’s merger with and into CMFT in December 2020. Mr. Ressler also served as a director of ~~LENS since~~Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) from January ~~2015~~2019 until CCIT II’s merger with Griffin Realty Trust, Inc. (formerly known as Griffin Capital Essential Asset REIT, Inc.) (“GRT”) in March 2021 and as ~~chairman~~a director of ~~CMCT since 2014. In addition, Mr. Ressler serves in the positions set forth below for CCO Group, LLC~~Cole Credit Property Trust V (“~~CCO Group”~~CCPT V”)~~, an affiliate of CIM Group and certain other programs sponsored by CCO Group.~~ from January 2019 until October 2019.

Mr. Ressler co-founded CIM Group, L.P. in 1994 and ~~through~~serves as the executive chairman of CIM and as an ~~agreement with Orchard Capital, chairs its Executive, Investment, Allocation and Real Asset Management Committees and serves on its Credit Committee.~~officer of various affiliates of CIM. Mr. Ressler co-founded the predecessor of OFSAM in 2001 and ~~through an agreement with Orchard Capital,~~ chairs its executive committee. Mr. Ressler co-founded OCV in 2016 and ~~through an agreement with Orchard Capital,~~ chairs its executive committee. Prior to founding Orchard Capital, from 1988 until 1994, Mr. Ressler served as Vice Chairman of Brooke Group Limited, the predecessor of Vector Group, Ltd. ~~(NYSE “VGR”)~~(NYSE: VGR) and served in various executive capacities at ~~VGR~~such entity and its subsidiaries. Prior to ~~VGR,~~Vector Group, Ltd., Mr. Ressler was with Drexel Burnham Lambert, Inc., where he focused on merger and acquisition transactions and the financing needs of middle-market companies. Mr. Ressler began his career in 1983 with Cravath, Swaine and Moore LLP, working on public offerings, private placements, and merger and acquisition transactions. Mr. Ressler holds a B.A. degree from Brown University, and J.D. and M.B.A. degrees from Columbia University. Mr. Ressler has ~~in-depth~~in depth knowledge of CIM Urban’s business and operations and has extensive experience with, and knowledge of, business management and finance as a result of his experience with CIM, including as Co-Founder thereof.

~~Entity~~

~~Position(s)~~

~~Dates~~

Cole Credit Property Trust IV, Inc. (“CCPT IV”); Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”); and CIM Income NAV, Inc. (f/k/a Cole Real Estate Income Strategy (Daily NAV), Inc.) (“CIM Income NAV”)

~~Chief executive officer, president and director~~

~~Chairman of the board~~

~~February 2018 — Present~~

~~August 2018 — Present~~

~~Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) and Cole Credit Property Trust V, Inc. (“CCPT V”)~~

~~Director~~

~~January 2019 — Present~~

Cole Corporate Income Management III, LLC (“CCI III Management”); Cole REIT Management IV, LLC (“CCPT IV Management”); Cole Corporate Income Management II, LLC (“CCI II Management”); Cole REIT Management V, LLC (“CCPT V Management”); CIM Income NAV Management, LLC (f/k/a Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC) (“CIM Income NAV Management”); CCO Group; and CREI Advisors, LLC (“CREI Advisors”)

~~Vice President~~

~~February 2018— Present~~

~~Avi~~Avraham Shemesh has served as a director of the Company since March 2014. Mr. Shemesh, Co-Founder and a Principal of CIM Group, L.P., has been an active real asset owner and operator for over 2630 years. Since co-founding CIM Group, L.P. in 1994, Mr. Shemesh has been instrumental in building CIM Group, L.P.’s real estate, infrastructure and debt platforms. He serves on CIM Group, L.P.’s Investment and Real Asset Management Committees as well as the ICCS, providing guidance on the diverse opportunities available across CIM’s various platforms. ~~Additionally,~~ Mr. Shemesh is responsible for CIM’s long-time relationships with strategic institutions and oversees teams essential to acquisitions, portfolio management and internal and external communication. He serves as an officer of various affiliates of CIM. In addition, Mr. Shemesh ~~serves in the positions set forth below for CCO Group, an affiliate~~has served as a director of CMFT since March 2019. He served as a director of CIM ~~Group~~Income NAV from January 2019 to December 2021. He also served as the Chief Executive Officer and ~~certain other programs sponsored by CCO Group.~~President and as a director of CCIT II from February 2018, and as Chairman of the board of directors of CCIT II from August 2018 until CCIT II’s merger with GRT in March 2021. Until the mergers of such entities with and into CMFT in December 2020, he served as the Chief Executive Officer and as a director of CCPT V beginning in March 2018, as Chairman of the board of directors of CCPT V beginning in August 2018, and as a director of CCIT III beginning in January 2019. Prior to CIM Group, L.P., Mr. Shemesh was involved in a number of successful entrepreneurial real estate activities, including co-founding Dekel Development, ~~which developed~~ a ~~variety~~developer of commercial and ~~residential~~multifamily properties in Los Angeles. Mr. Shemesh has ~~in-depth~~in depth knowledge of CIM Urban’s business and operations and has significant experience with the real estate operating process and strategic planning as a result of his experience with CIM Group, L.P., including as Co-Founder thereof.

Elaine Wong has served as a director of the Company since May 2022. Ms. Wong was a Principal at CIM Group, L.P. and served as its Head of Marketing & Communications from May 2018 until her retirement from CIM at the end of June 2021. Ms. Wong was a member of CIM’s Investment Committee from February 2015 to June 2021. From February 2015 to April 2018, Ms. Wong served as CIM’s Global Head of Partner & Co-Investor Relations. She served at CIM from February 2012 to January 2015 as 1st Vice President, Global Head of Fundraising and Investor Relations, from February 2010 to January 2012 as Vice President, Fundraising & Investor Relations, and from April 2007 to January 2010 as Associate, Investor Relations. She was also a director of CMFT from October 2019 to December 2021, a director of CIM Income NAV from October 2019 until its merger with CMFT in December 2021, a director of CCPT V from October 2019 until its merger with CMFT in December 2020 and a director of CCIT II from October 2019 until its merger with GRT in March 2021. Prior to joining CIM, Ms. Wong served from May 2005 to March 2007 as an Associate at Perry Capital, LLC, and from July 2001 to April 2005 as an Analyst, and then Associate in the Equities Division, Financial and Strategic Management, of Goldman Sachs & Co. Ms. Wong received her Bachelor of Science degree in Accounting and Finance from New York University, Leonard N. Stern School of Business. Ms. Wong was selected to serve as a director because of her experience and expertise in investor relations, marketing and communications strategy, and fundraising, all of which are expected to bring valuable insight to the Board.

Board Diversity Matrix


Board Diversity Matrix (As of May 2, 2022)
Total Number of Directors	7
Part I: Gender Identity
	Female	Male
Directors	2	5
Part II: Demographic Background
White	1	5
Asian (other than South Asian)	1

Director Compensation

The Company uses a combination of cash and share based compensation to attract and retain qualified candidates to serve on the Board. In setting compensation for the Company’s independent directors of the Board, the Compensation Committee considers, among other things, the substantial time commitment on the part of the directors in fulfilling their duties as well as the skill level it requires of directors. In addition, all directors of the Board are reimbursed by the Company for their expenses related to attending meetings of the Board and its committees.

The cash component of each independent director’s compensation is set forth according to the following schedule:

~~Entity~~	~~Position(s)~~	~~Dates~~
~~CCIT II~~ Annual board retainer			~~Chief executive officer, president and director~~ $	55,000	~~February 2018 — Present~~
Annual audit committee chair retainer			$	20,000
	~~Chairman of the board of directors~~	~~August 2018 — Present~~
~~CIM Income NAV and CCIT III~~	~~Director~~	~~January 2019 — Present~~
~~CCPT IV~~	~~Director~~	~~March 2019 — Present~~
~~CCPT V~~	~~Chief executive officer, president and director~~	~~March 2018 — Present~~
	~~Chairman of the board of directors and a member of the nominating and corporate governance committee~~	~~August 2018 — Present~~
~~CCI II Management; CCI III Management; CCPT IV Management; CCPT V Management; CIM Income NAV Management; CCO Group; and CREI Advisors~~	~~President and treasurer~~	~~February 2018 — Present~~

The annual board retainer and the annual audit committee chairman retainer are payable quarterly in advance. No separate retainer is paid for an independent director’s serving as chair of the Compensation Committee or the Nominating and Corporate Governance Committee.

The compensation arrangement for each independent director in 2022 is expected to be substantially the same as the annualized compensation arrangement for the independent directors in 2021, which is set forth in the table below:

Director Compensation in 2021

Name Fees Earned
or Paid in
Cash
Share
Awards (1)
Total
Douglas Bech $ 55,000 $ 54,998 $ 109,998
Frank Golay, Jr. (2)
$ 55,000 $ 54,998 $ 109,998
Kelly Eppich (3)
$ 72,685 $ 54,998 $ 127,683
Marcie Edwards (4)
$ 69,692 $ 54,998 $ 124,690

___________________

(1)Represents the grant date fair value of the restricted shares or share options, as the case may be, for purposes of ASC Topic 718, Compensation—Stock Compensation. Each of the independent directors received a grant of 5,083 restricted shares of Common Stock on May 5, 2021. The grant date fair value of the restricted shares is based on the per share closing price of our Common Stock on May 5, 2021, which was $10.82.

(2)Mr. Golay retired from the Board on May 2, 2022. The Board approved the vesting of the shares granted to Mr. Golay in 2021 on the date of his retirement.

(3)In February 2021, the Board appointed Mr. Eppich to the Audit Committee and as Chair of the Audit Committee.

(4)Ms. Edwards joined the Board in February 2021. Her cash compensation was higher than other members of the Board in 2021 because her compensation for the period from when she joined the Board to the end of the 2020-2021 board compensation cycle was entirely in cash.

Messrs. Kuba, Ressler and Shemesh did not receive any compensation (other than the reimbursement of expenses related to attending meetings of the Board and its committees) for their service as directors in the year ended December 31, 2021.

Executive Officers

Set forth below are the names of the persons who are our executive officers as of the date ~~of this proxy statement,~~hereof, their ages and their positions with the Company.

Each executive officer will serve until his successor is duly appointed, or until his earlier death, resignation or removal from office.

~~Name~~

~~Age~~

~~Position~~

Name

Age

Position

David Thompson

Chief Executive Officer

~~Jan F. Salit~~

~~President and Secretary~~

Nathan D. DeBacker

Chief Financial Officer

and Secretary

Jan F. Salit has been President and Secretary of the Company since March 2014. Mr. Salit serves on CIM Group, L.P.’s Credit Committee. Mr. Salit was Chief Executive Officer, Chairman of the Board and Secretary of PMC Commercial Trust from October 2012 to March 2014, Treasurer of PMC Commercial Trust from October 2008 to March 2014, Chief Operating Officer of PMC Commercial Trust from October 2008 to October 2012, Executive Vice President of PMC Commercial Trust from June 1993 to October 2012, and Chief Investment Officer and Assistant Secretary of PMC Commercial Trust from January 1994 to October 2012. He was also Executive Vice President of PMC Capital, Inc. (an affiliate of PMC Commercial Trust that merged into PMC Commercial Trust in February 2004) from May 1993 to February 2004 and Chief Investment Officer and Assistant Secretary of PMC Capital, Inc. from March 1994 to February 2004. From 1979 to 1992, Mr. Salit was employed by Glenfed Financial Corporation and its predecessor company Armco Financial Corporation, a commercial finance company, holding various positions, including Executive Vice President and Chief Financial Officer. Mr. Salit began his career in the Investment Department of Mutual Benefit Life from 1972 to 1979. In addition, he was an adjunct professor at Montclair State University and Fairleigh Dickenson University from 1976 to 1979. Mr. Salit received his B.A. degree from Michigan State University and his MBA degree from New York University.

Nathan D. DeBacker has been Chief Financial Officer of the Company since March ~~2019.~~2019 (and Secretary since March 2020). Mr. DeBacker has also been the Managing Director, Accounting & Reporting of CIM Group, L.P. since March 2021, served as Senior Vice President of Finance & Accounting of CIM Group, L.P. from February 2018 to March 2021 and served as the Chief Financial Officer of CCO Capital, LLC (“CCO Capital”), CIM’s FINRA registered broker-dealer, from February 2018 until December 2020. In addition, Mr. DeBacker ~~serves in the following positions for CCO Group, an affiliate~~has served as Chief Financial Officer of CIM ~~Group~~RACR since February 2019 and ~~certain other programs sponsored by CCO Group:~~as Chief Financial Officer and Treasurer of CMFT since August 2016 and as Principal Accounting Officer since April 2022. Mr. DeBacker served as the Chief Financial Officer and Treasurer of CIM Income NAV from August 2016 to December 2021 and of CCIT II from August 2016 until CCIT II’s merger with GRT in March 2021. He also served as Chief Financial Officer and Treasurer of each of CCPT V and CCIT III from August 2016 until such entities were merged with and into CMFT in December 2020.

From August 2016 to February 2018, Mr. DeBacker served as ~~senior vice president~~Senior Vice President and ~~chief financial officer,~~Chief Financial Officer, Cole REITs, of VEREIT, Inc. Mr. DeBacker was the principal at CFO Financial Services, LLC, a certified public accounting firm that provided accounting, payroll, tax, forecasting and planning, business valuation and investment advisory services to

*Mr. Thompson, the Chief Financial Officer of the Company from March 2014 to March 28, 2019, was promoted to the position of Chief Executive Officer of the Company on March 29, 2019. The Board of Directors of the Company and Charles E. Garner II mutually agreed to the resignation of Mr. Garner from his position as Chief Executive Officer of the Company effective as of March 29, 2019. Mr. Garner is expected to continue to support the quality and performance of the Company’s portfolio as Co-head of Investments at CIM.

The Company is externally operated by the Operator, an affiliate of CIM ~~REIT and CIM~~ Group, L.P. In addition, ~~the Administrator,~~CIM Service Provider, LLC (the “Administrator”), a subsidiary of CIM Group, provides certain administrative services to the Company and its subsidiaries. Mr. ~~Garner,~~Thompson, the ~~Company’s former~~ Chief Executive Officer, and Mr. ~~Thompson, the Company’s current Chief Executive Officer and former~~DeBacker, Chief Financial Officer ~~(from March 2014 to March 28, 2019),~~and Secretary, are employed by an affiliate of the Operator and the Administrator and their compensation is determined by, and paid to them directly by, such affiliate. The Company did not pay Mr. ~~Garner~~Thompson or Mr. ~~Thompson~~DeBacker any compensation in ~~2018.~~2021. Therefore, their compensation is not discussed in this Compensation Discussion and Analysis. Mr. Salit was jointly employed by the Company and CIM SBA Staffing, LLC (“CIM SBA”) during the fiscal year ended December 31, 2018. As discussed in “Related Person Transactions—Transactions with Related Persons,” his cash compensation was paid by CIM SBA, which in turn was partially reimbursed by the Company. Accordingly, his 2018 compensation is described in this Compensation Discussion and Analysis and accompanying tables.

~~(1)~~ ~~Represents the grant date fair value of the restricted shares or share options, as the case may be, for purposes of ASC Topic 718,~~ ~~Compensation—Stock Compensation~~. Each of the independent directors received a grant of 3,378 restricted shares of Common Stock on May 3, 2018, which shares will vest one year from the date of grant. The grant date fair value of the restricted shares is based on the per share closing price of our Common Stock on May 3, 2018, which was $14.80.

RELATED PERSON TRANSACTIONS

Transactions with Related Persons

Asset Management and Other Fees to Related Parties

CIM Urban and CIM Capital, LLC, an affiliate of CIM Group (“CIM Capital”), are parties to an Investment Management Agreement pursuant to which CIM Urban engaged CIM Capital to provide certain services to CIM Urban. CIM Capital has assigned its duties under the Investment Management Agreement to its four wholly-owned subsidiaries: CIM Capital Securities Management, LLC, a securities manager, CIM Capital RE Debt Management, LLC, a debt manager, CIM Capital Controlled Company Management, LLC, a controlled company manager, and CIM Capital Real Property Management, LLC, a real property manager. The “Operator” refers to CIM Capital and its four wholly-owned subsidiaries. The Company and its subsidiaries are parties to a Master Services Agreement with the Administrator pursuant to which the Administrator provides or arranges for other service providers to provide management and administration services to the Company and its subsidiaries.

On January 5, 2022, the Company and certain of its subsidiaries entered into a Fee Waiver (the “Fee Waiver”) with the Operator and the Administrator with respect to fees that are payable to them under the Investment Management Agreement and the Master Services Agreement, respectively. The Fee Waiver is effective retroactively to January 1, 2022 (the “Effective Date”). Pursuant to the Fee Waiver, the Administrator agrees to voluntarily waive any fees in excess of those set forth in the Fee Waiver, to the extent it would otherwise have been entitled to such additional compensation under the Master Service Agreement, and the Operator agrees to voluntarily waive any fees in excess of those set forth in the Fee Waiver, to the extent it would otherwise have been entitled to such additional compensation under the Investment Management Agreement. Under the Agreement, the fees payable to the Operator pursuant to the Investment Management Agreement and the Administrator pursuant to the Master Service Agreement consist of the following:

Base Fee: A base asset management fee (the “Base Fee”) is payable quarterly in arrears to the Operator in an amount equal to an annual rate of 1% (or 0.25% per quarter) of the average of the “Net Asset Value Attributable to Common Stockholders” as of the first and last day of the applicable quarter. Net Asset Value Attributable to Common stockholders is defined as (a) the sum of the Company’s (1) investments in real estate at fair value, (2) cash, (3) loans receivable at fair value and (4) the book value of the other assets of the Company, excluding deferred costs and net of other liabilities at book value, less (b) the Company’s (i) debt at face value, (ii) outstanding preferred stock at stated value, and (iii) non-controlling interests at book value; provided, that, non-controlling interests in any UPREIT operating partnership relating to the Company shall not be excluded. It is likely that the Company will seek to pay some or part of the Base Fee due to the Operator in 2022 in shares of Series A Preferred Stock.

2.Incentive Fee: A revised incentive fee (the “Revised Incentive Fee”) is payable quarterly in arrears to the Administrator with respect to the quarterly core funds from operations in excess of a quarterly threshold equal to 1.75% (i.e., 7.00% on an annualized basis) of the Company’s “Adjusted Common Equity” (as defined below) for such quarter (“Excess Core FFO”) as follows: (i) no Incentive Fee in any quarter in which the Excess Core FFO is $0; (ii) 100% of any Excess Core FFO up to an amount equal to the product of (x) the average of the Adjusted Common Equity as of the first and last day of the applicable quarter and (y) 0.4375%; and (iii) 20% of any Excess Core FFO thereafter. Revised Incentive Fees payable for any partial quarter will be appropriately prorated.

“Adjusted Common Equity” means Common Equity plus Excluded Depreciation and Amortization. “Common Equity” means Total Stockholders’ Equity minus Excluded Equity. “Total Stockholders’ Equity” means the amount reflected as total stockholders’ equity in accordance with GAAP on the consolidated balance sheet of the Company and its subsidiaries as of the last day of a given quarter. “Excluded Equity” means the sum of all preferred securities of the Company and its subsidiaries classified as permanent equity in accordance with GAAP on the consolidated balance sheet of the Company and its subsidiaries as of the last day of a given quarter. “Excluded Depreciation and Amortization” means, for a given quarter, the amount of all accumulated depreciation and amortization of (i) the Company and its subsidiaries and (ii) to the extent allocable to the Company and its subsidiaries, the unconsolidated affiliates, in each case as of the last day of such quarter that corresponds to the periodic depreciation and amortization expense calculated in each case in accordance with GAAP that is a permitted add back to net income calculated in accordance with GAAP when calculating funds from operations.

3.Capital Gains Fee: A capital gains fee (the “Capital Gains Fee”) is payable quarterly in arrears to the Administrator in an amount equal to (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses (in each case since the Effective Date), minus (ii) the aggregate capital gains fees paid since the Effective Date. Realized capital gains and realized capital losses are calculated by subtracting from the sales price of a property: (a) any costs incurred to sell such property, and (b) the current gross value of the property (meaning the property’s

original acquisition price plus any subsequent, non-reimbursed capital improvements thereon paid for by the Company).

Following the end of each quarter, the Administrator will deliver to the Company (i) a calculation of the cumulative fees earned by the Operator and the Administrator under the methodology prescribed by the Fee Waiver (the “Fee Waiver Methodology”) from the Effective Date through the end of such quarter and (ii) a calculation of the cumulative fees that would have been earned, in the absence of the Fee Waiver, by the Operator and the Administrator during such period under the Master Services Agreement and the Investment Management Agreement, without giving effect to the Fee Waiver (the “Pre-Fee Waiver Methodology”). If, in respect of any quarter, the aggregate fees that are payable under the Fee Waiver Methodology exceed the aggregate fees that would have been payable under the Pre-Fee Waiver Methodology for the equivalent period, such quarter is deemed an “Excess Quarter”. For any quarter following an Excess Quarter, the Company (upon the direction of the independent members of the Board) may, at its option and upon written notice to Administrator, elect to calculate all fees due to the Administrator and the Operator in accordance with the Pre-Fee Waiver Methodology from and after such Excess Quarter. Any election by the Company to adopt the Pre-Fee Waiver Methodology is irrevocable, and all fees due to the Administrator and the Operator from and after such election will be calculated in accordance with the Pre-Fee Waiver Methodology.

For the years ended December 31, 2021 and 2020, the Operator earned asset management fees of $9.0 million and $9.5 million, respectively. For the year ended December 31, 2020, we issued to the Operator 203,349 shares of our Common Stock, in lieu of cash payment of the asset management fee for the first quarter of 2020, and 287,199 shares of our Series A Preferred Stock, in lieu of cash payment of the asset management fee for the second, third and fourth quarters of 2020. The Company issued to the Operator 270,209 shares of Series A Preferred Stock in lieu of cash payment of the asset management fees incurred during the year ended December 31, 2021.

Affiliates of CIM Group (collectively, the “CIM Management Entities”) provide property management, leasing, and development services to CIM Urban. The CIM Management Entities earned property management fees, which are included in rental and other property operating expenses, totaling ~~$4,365,000~~$1.6 million and ~~$5,034,000~~$1.7 million for the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, respectively. CIM Urban also reimbursed the CIM Management Entities ~~$6,065,000~~$2.7 million and ~~$8,465,000~~$3.4 million during the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, respectively, for onsite management costs incurred on behalf of CIM Urban, which isare included in rental and other property operating expenses. The CIM Management Entities earned leasing commissions of ~~$1,548,000~~$162,000 and ~~$982,000~~$112,000 for the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, respectively, which were capitalized to deferred charges. In addition, the CIM Management Entities earned construction management fees of ~~$580,000~~$226,000 and ~~$1,654,000~~$344,000 for the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, respectively, which were capitalized to investments in real estate.

On March 11, 2014, CIM Commercial and its subsidiaries entered into the Master Services Agreement with the Administrator pursuant to which the Administrator agrees to provide or arrange for other service providers to provide management and administrative services to CIM Commercial and its subsidiaries.

Pursuant to the Master Services Agreement, we appointed an affiliate of CIM Group as the administrator of Urban Partners GP, LLC. Under the Master Services Agreement, ~~CIM Commercial pays~~for fiscal quarters prior to April 1, 2020,the Company paid a base service fee (the “Base Service Fee”) to the Administrator initially set at $1,000,000 per year (subject to an annual escalation by a specified inflation factor beginning on January 1, 2015), payable quarterly in arrears. For the year ended December 31, 2020, we issued to the Administrator 11,273 shares of Series A Preferred Stock in lieu of cash as payment of the Base Service Fee in respect of the first fiscal quarter. On May 11, 2020, the Master Services Agreement was amended to replace the Base Service Fee with an incentive fee (the “Prior Incentive Fee”) pursuant to which the Administrator was entitled to receive, on a quarterly basis, 15.00% of the Company’s quarterly core funds from operations in excess of a quarterly threshold equal to 1.75% (i.e., 7.00% on an annualized basis) of the Company’s average adjusted common stockholders’ equity (i.e., common stockholders’ equity plus accumulated depreciation and amortization) for such quarter. The amendment was effective as of April 1, 2020 and was further modified by the Fee Waiver described above. The Administrator did not earn any Prior Incentive Fee during the years ended December 31, ~~2018~~2021 and ~~2017, the Administrator earned a Base Service Fee of $1,079,000 and $1,060,000, respectively.~~ 2020.

In addition, pursuant to the terms of the Master Services Agreement, the Administrator may receive compensation and/or reimbursement for performing certain services for ~~CIM Commercial~~the Company and its subsidiaries that are not covered ~~under~~by the Base Service ~~Fee.~~Fee or the Prior Incentive Fee, as the case may be. During the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, such services performed by the Administrator and its affiliates included accounting, tax, reporting, internal audit, legal, compliance, risk management, IT, human resources, corporate communications, ~~and in 2019,~~ operational and on-going support in connection with the Company’s offering of Series A Preferred Stock. The Administrator’s compensation is based on the salaries and benefits of the employees of the Administrator and/or its affiliates who performed these services (allocated based on the percentage of time spent on the affairs of ~~CIM Commercial~~the Company and its subsidiaries). For the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, we expensed ~~$2,783,000~~$2.1 million and ~~$3,065,000,~~$2.2 million, respectively, for such services, which are included in asset management and other fees to related parties.

~~On March 11, 2014, CIM Commercial entered into~~

The Company is a ~~Registration Rights and Lockup Agreement with Urban II pursuant~~party to which Urban II is entitled to registration rights, subject to certain limitations, with respect to Common Stock it received in the Merger and the Common Stock issued upon conversion of the Preferred Shares it received in the Merger. Specifically, Urban II has eight demand registration rights (rights to require CIM Commercial to file a registration statement with the SEC). It also has certain piggyback and incidental registration rights. In accordance with such registration rights agreement, CIM Commercial filed a registration statement that was declared effective in May 2015. CIM Commercial bore the expenses incurred in connection with the filing of such registration statement in accordance with such registration rights agreement.

~~On January 1, 2015, CIM Commercial entered into~~ a Staffing and Reimbursement Agreement with CIM SBA Staffing, LLC, an affiliate of CIM Group, and our subsidiary, PMC Commercial Lending, LLC. The agreement provides that CIM SBA will provide personnel and resources to the Company and the Company will reimburse CIM SBA Staffing, LLC for the costs and expenses

of providing such personnel and resources. For the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, the Company incurred expenses related to services subject to reimbursement by the Company under the agreement of ~~$2,445,000~~$1.9 million and ~~$3,464,000,~~$3.5 million, respectively, included as ~~asset management and other fees~~expense reimbursements to related parties ~~for~~– lending segment costs included in continuing operations, $264,000 and $433,000, respectively, for corporate services, which are included in asset management and other fees to related parties, and $0 and $0, respectively, which are included in discontinued operations. In addition, for the years ended December 31, 2018 and 2017, the Company deferred personnel costs of $330,000 and $429,000, respectively, associated with services provided for originating loans.

In December 2015, CIM Urban and CIM Investment Advisors, LLC, an affiliate of CIM REIT and CIM Group, entered into an Investment Management Agreement, pursuant to which CIM Urban engaged CIM Investment Advisors, LLC to provide certain services to CIM Urban. CIM Investment Advisors, LLC changed its name to CIMsegment.

CCO Capital ~~LLC in December 2018 and, on January 1, 2019, assigned its duties under the Investment Management Agreement to its four wholly-~~

owned subsidiaries: CIM Capital Securities Management, LLC, a securities manager, CIM Capital RE Debt Management, LLC, a debt manager, CIM Capital Controlled Company Management, LLC, a controlled company manager, and CIM Capital Real Property Management, LLC, a real property manager. The “Operator” refers to CIM Investment Advisors, LLC from December 10, 2015 to December 31, 2018 and to CIM Capital, LLC and its four wholly-owned subsidiaries on and after January 1, 2019.

~~On May 10, 2018, the Company entered into the wholesaling agreement (the “Wholesaling Agreement”) with International Assets Advisors, LLC (“IAA”) and CCO Capital. IAA is~~became the exclusive dealer manager for the Company’s public offering of the Series A Preferred Units ~~(with each unit consisting~~effective as of ~~(i) one share of Series A Preferred Stock and (ii) one warrant to purchase 0.25 of a share of Common Stock).~~May 31, 2019. CCO Capital is a registered broker dealer and is under common control with the Operator and the Administrator. ~~Under~~The Company’s offering of the ~~Wholesaling~~Series A Preferred Units ended at the end of January 2020. On January 28, 2020, the Company entered into the Second Amended and Restated Dealer Manager Agreement, ~~among other things,~~pursuant to which CCO Capital ~~in its capacity~~acts as the ~~wholesaler~~exclusive dealer manager for the Company’s public offering of its Series A Preferred Stock and Series D Preferred Stock. Thereunder, the Company agreed to compensate CCO Capital, as the dealer manager for the offering, ~~assists IAA with the sale~~as follows: (1) an upfront dealer manager fee of ~~Series A Preferred Units. In exchange for CCO Capital’s services under the Wholesaling Agreement, IAA pays CCO Capital a fee equal~~up to ~~2.75%~~1.25% of the selling price of each share of Preferred Stock sold, (2) selling commissions of up to 5.50% of the selling price of each share of Series A Preferred ~~Unit for~~Stock sold (with no selling commissions payable in respect of shares of Series D Preferred Stock sold) and (3) a trailing dealer manager fee that accrues daily in an amount equal to 1/365th of 0.25% per annum of the selling price of each share of Preferred Stock sold. CCO Capital, in its sole discretion, may reallow to another broker-dealer authorized by it to sell shares in the offering a portion of the upfront dealer manager fee earned by it in respect of shares sold by such broker-dealer.

On April 9, 2020, the Company entered into Amendment No. 1 to the Second Amended and Restated Dealer Manager Agreement, pursuant to which ~~a sale is completed, reduced by any applicable~~the selling commissions were increased from up to 5.50% to up to 7.00% of the selling price of each share of Series A Preferred Stock sold thereafter. The Company has been informed that CCO Capital generally reallows 100% of the selling commissions on sales of Series A Preferred Stock and generally reallows substantially all of the upfront dealer manager fee ~~reallowances~~on sales of Series A Preferred Stock and Series D Preferred Stock, to participating broker-dealers.

On September 22, 2021, the Company entered into Amendment No. 2 to the Second Amended and Restated Dealer Manager Agreement, pursuant to which the upfront dealer manager fee payable to ~~soliciting dealers pursuant~~the Dealer Manager was changed to separate soliciting dealer agreements between IAA and soliciting dealers. The foregoing fee is reduced, and may be exceeded, by a fixed monthly payment by CCO Capital to IAA for IAA’s services in connection with periodic closings and settlements for the offering. As of December 31, 2018, $200,000 was included in deferred costs for CCO capital fees.

~~Equity Transactions~~

~~On May 16, 2016, the Company commenced a cash tender offer to purchase~~ up to ~~10,000,000 shares of Common Stock at a price of $21.00 per share. In connection~~3.00% and the trailing dealer manager fee with ~~the tender offer, the Company repurchased, canceled and retired 10,000,000 shares of Common Stock for an aggregate purchase price of $210,000,000, excluding fees and expenses related~~respect to the ~~tender offer, which were $301,000. Based on the actual total number~~sale of ~~shares tendered, Urban II received $208,140,000 of the aggregate purchase price paid.~~

On September 14, 2016, the Company repurchased, in a privately negotiated transaction, canceled and retired, 3,628,116 shares of Common Stock from Urban II. The aggregate purchase price was $79,819,000, or $22.00 per share.

On June 12, 2017, we repurchased, in a privately negotiated transaction, canceled and retired 26,181,818 shares of Common Stock from Urban II. The aggregate purchase price was $576,000,000, or $22.00 per share.

On December 18, 2017, we repurchased, in a privately negotiated transaction, canceled and retired 14,090,909 shares of Common Stock from Urban II. The aggregate purchase price was $310,000,000, or $22.00 per share.

~~On November 21, 2016, Charles E. Garner II, the Company’s former Chief Executive Officer, purchased 20,000~~ shares of Series A Preferred Stock sold in the Offering on or after September 9, 2021 was eliminated

In connection with the offering of the Series A Units, Series A Preferred Stock and Series D Preferred Stock, at ~~$25.00 per share.~~

December 31, 2021 and 2020, $2.0 million and $1.5 million, respectively, was included in deferred costs as reimbursable expenses incurred pursuant to the Master Services Agreement and the then applicable dealer manager agreement with CCO Capital, of which $143,000 and $668,000, respectively, was included in due to related parties. CCO Capital incurred non-issuance specific costs of $106,000 and $99,000 for the year ended December 31, 2021 and 2020, respectively.

At December 31, 2021 and 2020, upfront dealer manager and trailing dealer manager fees of $638,000 and $493,000, respectively, were included in due to related parties. CCO Capital earned upfront dealer manager and trailing dealer manager fees of $690,000 and $1.1 million for the year ended December 31, 2021 and 2020, respectively.

Other

On October 1, 2015, an affiliate of CIM Group entered into a 5-year lease renewal with respect to a property owned by the Company, which ~~lease~~ was ~~amended to a month-to-month term~~terminated in ~~February 2019.~~October 2020. For ~~each of~~ the ~~years~~year ended December 31, ~~2018~~2021 and ~~2017,~~2020, the Company recorded rental and other property income related to this tenant of ~~$108,000.~~

$0 and $87,000, respectively.

On May 15, 2019, CIM Group entered into an approximately eleven-year lease for approximately 32,000 rentable square feet with respect to a property owned by the Company. The lease was amended on August 7, 2019 to reduce the rentable square feet to approximately 30,000 rentable square feet. For each of the years ended December ~~29, 2016,~~31, 2021 and 2020, the Company ~~sold its commercial real estate lending subsidiary, which was classified as held for sale~~recorded rental and ~~had a carrying value~~other property income related to this tenant of $27,587,000, which was equal to management’s estimate of fair value, to a fund operated by an affiliate of CIM Group. The Company did not recognize any gain or loss in connection with the transaction. Management’s estimate of fair value was determined with assistance from an independent third party valuation firm.

$1.5 million.

Review, Approval and Ratification of Transactions with Related Persons

The Board has adopted a written related person transaction policy. Under the policy, a “Related Person Transaction” includes certain transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant, and in which a related person had, has or will have a direct or indirect material interest.

A “Related Person” is:

Any person who was in any of the following categories during the applicable period:

·•a director or nominee for director;

·•any executive officer; or

•any immediate family member of a director or executive officer, or of any nominee for director, which means any child, stepchild, parent, stepparent, spouse, sibling, ~~mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,~~mother in law, father in law, son in law, daughter in law, brother in law, or ~~sister-in-law~~sister in law of the director, executive officer, or nominee for director and any person (other than a tenant or employee) sharing the household of such security holder.

Any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed:

·•any person who is known to the Company to be the beneficial owner of more than 5% of our shares; and

·•any immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, ~~mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,~~mother in law, father in law, son in law, daughter in law, brother in law, or ~~sister-in-law~~sister in law of such security holder and any person (other than a tenant or employee) sharing the household of such security holder.

A person who has a position or relationship within a firm, corporation or other entity that engages in a transaction with the Company will not be deemed to have an “indirect material interest” within the meaning of “Related Person Transaction” when:

The interest arises only:

·•from such person’s position as a director of another corporation or organization that is a party to the transaction; or

·•from the direct or indirect ownership by such person and all other persons specified in the definition of “Related Person” in the aggregate of less than 10% equity interest in another person (other than a partnership) which is a party to the transaction; or

·•from both such position and ownership; or

·•from such person’s position as a limited partner in a partnership in which the person and all other persons specified in the definition of “Related Person” have an interest of less than 10%, and the person is not a general partner of and does not hold another position in the partnership.

Each of the Company’s executive officers is encouraged to help identify any potential Related Person Transaction.

If a new Related Person Transaction is identified, it will initially be brought to the attention of the Chief Financial Officer, who will then prepare a recommendation to the Board and/or a committee thereof regarding whether the proposed transaction is reasonable and fair to the Company.

A committee comprised solely of independent directors, who are also independent of the Related Person Transaction in question, will determine whether to approve a Related Person Transaction. In general, the committee will only approve or ratify a Related Person Transaction if it determines, among other things, that the Related Person Transaction is reasonable and fair to the Company.

Independence of Directors

Under the corporate governance standards of Nasdaq, a majority of the members of the Board must be independent. In making independence determinations, the Board observes all criteria for independence established by the SEC and Nasdaq. As part of such review, the Board considers transactions and relationships between each director or any member of his or her immediate family and the Company, including (if applicable) those reported under “Related Person Transactions.” The purpose of such review is to determine whether any such relationships or transactions are inconsistent with a determination that a director is independent. Based on the foregoing, the Board has determined that each of Messrs. Bech and Eppich and Ms. Edwards are independent directors. Mr. Golay retired from the Board on May 2, 2022; on the same day, the Board appointed Elaine Wong to the Board. The Board concluded that Mr. Golay remained an independent director until his retirement and that Ms. Wong is an independent director.

SECTION ~~16(a)~~16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of holdings and transactions in our securities with the SEC. Executive officers, directors and any person who beneficially owns 10% or more of the shares of any class of our equity securities are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file with the SEC.

Based solely upon a review of these reports, and upon representations from certain of such persons, we believe that all SEC ~~filing~~ownership reporting requirements applicable to our directors, executive officers and beneficial owners of more than 10% of our Common Stock were satisfied on a timely basis during and with respect to the fiscal year ended December 31, ~~2018.~~

2021.

INDEPENDENT ~~REGISTERED~~ PUBLIC ACCOUNTING FIRM

~~BDO~~

Deloitte was appointed to serve as our independent registered public accounting firm for the fiscal year ~~ending~~ended December 31, ~~2018.~~2021. Although ratification of the appointment of ~~BDO~~Deloitte by our stockholders is not required, the Board is submitting the selection of ~~BDO~~Deloitte to our stockholders for ratification as a matter of good corporate governance. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm.

We expect representatives of ~~BDO~~Deloitte to be ~~present~~ at the virtual Annual Meeting, and they will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions by stockholders.

Principal Accounting Firm Fees

Aggregate fees for services rendered to the Company for the years ended December 31, ~~2018~~2021 and ~~2017~~2020 by the Company’s principal accounting firm for such years, Deloitte and BDO USA, LLP (“BDO”), respectively, were as follows:

2018

2017

Audit Fees(1)

$
1,104,895

$
1,145,902

Audit-Related Fees

—

—

Tax Fees

—

—

All Other Fees

—

—

Total

$
1,104,895

$
1,145,902


	Year Ended December 31,
Type of Service	2021		2020
Audit fees (1)(2)	$	693,645	$	746,094
Audit-related fees	—		—
Tax fees	165,985		150,845
All other fees	—		—
Total	$	859,630	$	896,939

___________________

(1)Audit fees consisted of professional services performed in connection with (i) the audit of the Company’s annual financial statements and internal control over financial reporting, (ii) the statutory audits of the financial statements of two ~~and three~~ subsidiaries ~~respectively,~~ of the Company in ~~2018~~2021 and ~~2017, respectively,~~2020, (iii) the review of financial statements included in its quarterly reports on Form 10-Q, (iv) procedures related to consents and assistance with and review of documents filed with the SEC, (v) other services related to (and necessary for) the audit of the Company’s financial statements and (vi) agreed-upon-procedures in 2021 and 2020 in connection with a securitization completed by a subsidiary of the Company in 2018.

~~Pre-Approval~~(2)$418,600 of the 2020 audit fees were billed by Deloitte and $307,494 of the 2020 audit fees were billed by BDO.

Pre‑Approval Policies

The Audit Committee’s charter requires review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by our outside auditors. The Audit Committee pre-approved all audit services provided by our outside auditors during fiscal years ~~2018~~2021 and ~~2017~~2020 and the fees paid for such services. The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Committee at its next scheduled meeting.

OTHER MATTERS

Management does not intend to present any business at the Annual Meeting not mentioned in this proxy statement, and at the time of preparation of this proxy statement knows of no other business to be presented. If any other matters are properly brought before the Annual Meeting, the appointed proxies will vote all proxies on such matters in their discretion.

STOCKHOLDER PROPOSALS FOR THE ~~2020~~2023 ANNUAL MEETING

The deadline for submission of stockholder proposals in our proxy statement and form of proxy for the annual meeting of stockholders of the Company to be held in ~~2020~~2023 (the ~~“2020~~“2023 Annual Meeting”), calculated in accordance with Rule ~~14a-8~~14a‑8 under the Exchange Act (“Rule 14a-8”), is ~~December 13, 2019.~~

January 2, 2023. Any such proposal must also comply with the other requirements of Rule 14a-8.

Under our current ~~Bylaws,~~bylaws, a stockholder is only eligible to submit a stockholder proposal, including a proposal for the nomination of one or more directors, outside the processes of Rule ~~14a-8~~14a‑8 if the stockholder is (1) a stockholder of record both at the time of giving notice and at the time of the ~~2020~~2023 Annual Meeting, (2) is entitled to vote at the ~~2019~~2022 Annual Meeting, and (3) satisfies the requirements in our ~~Bylaws~~current bylaws with respect to such proposal. ~~The~~Our current bylaws require that such stockholder ~~also must~~ provide timely notice ~~in proper written form~~ of the proposal or nomination, including all of the information required by our current bylaws, to the Company, addressed to ~~Mr. Jan F. Salit,~~ Secretary of the Company, 17950 Preston Road, Suite 600, Dallas, Texas 75252. To be timely under our current ~~Bylaws,~~bylaws, we generally must receive advance notice of the proposal no earlier than ~~November 13, 2019~~December 3, 2022 and no later than 5:00 p.m., Eastern Time, on ~~December~~January 13, ~~2019.~~

2023. However, in the event that the 2023 Annual Meeting is held before May 31, 2023 or after July 30, 2023, advance notice will be timely if received by the Company no earlier than 150 days prior to the date of the 2023 Annual Meeting and not later than 5:00 p.m., Eastern Time, on the later of (a) 120 days prior to the date of the 2023 Annual Meeting and (b) the tenth day following the day on which we first made a public announcement of the date of the 2023 Annual Meeting. In addition to satisfying the deadlines in the advance notice provisions of the Company’s bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Exchange Act Rule 14a-19 no later than May 1, 2023.

AVAILABILITY OF DOCUMENTS

We have provided, without charge, ~~a copy of the annual report to stockholders for fiscal year 2018, which includes a copy of the Form 10-K as filed with the SEC (excluding exhibits),~~ to each person being solicited by this proxy ~~statement.~~statement, a copy of this proxy statement and the Annual Report on Form 10‑K for the year ended December 31, 2021, including the consolidated financial statements contained therein (excluding exhibits thereto). Upon the written request by any person being solicited by this proxy statement, we will provide ~~without charge~~upon the payment of a ~~printed or e-mailed copy~~reasonable fee as we may specify to cover our expenses copies of ~~this proxy statement,~~ the ~~proxy card and/or~~exhibits to the Annual Report on Form ~~10-K as filed with the SEC (excluding exhibits, for which a reasonable charge shall be imposed) relating to the 2018 Annual Meeting.~~10‑K. All requests should be directed to the Company’s Shareholder Relations Department by writing to 17950 Preston Road, Suite 600, Dallas, Texas 75252 or e-mailing shareholders@cimcommercial.com. ~~Any such request must be received no later than April 21, 2019 in order to facilitate timely delivery.~~

REDUCE DUPLICATE MAILINGS

The SEC has adopted rules that permit companies and intermediaries (for example, brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. A number of brokers with account holders who are stockholders of the Company “household” the Company’s proxy materials in this manner. If you ~~have received notice from your broker that it will be householding communications to your address, householding will continue until you~~ are ~~notified otherwise or until you revoke your consent. If, at any time, you~~an affected stockholder and no longer wish to participate in householding, ~~and would prefer to receive a separate proxy statement or annual statement,~~ or if you ~~currently receive~~are receiving multiple copies of the proxy statement ~~at your address~~or the Notice and ~~would like~~wish to ~~request householding of your communications,~~receive only one, please ~~follow the instructions described below and~~ notify your broker, ~~or the Company’s transfer agent~~if your shares are held in ~~writing~~a brokerage account, or ~~by telephone.~~

~~Stockholders of record should contact~~ our transfer agent, American Stock Transfer and Trust, ~~at:~~

at 6201 15th Avenue,

Brooklyn, NY 11219

or (800) ~~937-5449~~

~~Stockholders who hold their shares in “street name” should contact their broker.~~

937‑5449, if you are the record holder of your shares.

Additionally, we will deliver promptly to any affected stockholder an additional copy of the proxy statement, annual report and/or Notice of Internet Availability of Proxy Materials, as applicable, upon a written or oral request made to the Shareholder Relations Department of the Company at 17950 Preston Road, Suite 600, Dallas, Texas 75252 or (972) 349-3200.



~~Check the appropriate box:~~
o	Preliminary Proxy Statement
o		Confidential, ~~for~~For Use of the Commission Only (as ~~permitted~~Permitted by Rule 14a-6(e)(2))
x		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material ~~under~~Pursuant to §240.14a-12



~~CIM Commercial Trust Corporation~~
~~(Name of Registrant as Specified In Its Charter)~~


~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

~~Payment of Filing Fee (Check the appropriate box):~~
x	No fee required.
o			Fee computed on table below per Exchange Act Rules 14a-6(i)~~(1)~~(4) and 0-11.
(1)				~~(1)~~	Title of each class of securities to which transaction applies:
(2)
	~~(2)~~		Aggregate number of securities to which transaction applies:
(3)
	~~(3)~~		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
	~~(4)~~		Proposed maximum aggregate value of transaction:
(5)
	~~(5)~~		Total fee paid:
o
o	Fee paid previously with preliminary materials.
o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)				~~(1)~~	Amount Previously Paid:
(2)
	~~(2)~~	Form, Schedule or Registration Statement No.:
(3)					Filing Party:
(4)				~~(3)~~	~~Filing Party:~~

	~~(4)~~	Date Filed:

	~~Sincerely,~~
			Sincerely,
			~~David Thompson~~
			David Thompson
			Chief Executive Officer

~~Entity~~	~~Position(s)~~	~~Dates~~
~~CCIT II; CCIT III; CCPT IV; CCPT V; and CIM Income NAV~~	~~Chief financial officer and treasurer~~	~~August 2016 — Present~~

~~CIM Real Assets & Credit Fund~~	~~Chief financial officer~~	~~February 2019 — Present~~
~~CCI II Management; CCI III Management; CCPT IV Management; CCPT V Management; CIM Income NAV Management; CCO Group; and CREI Advisors~~	~~Vice president~~	~~February 2018 — Present~~
~~CCO Capital, LLC (“CCO Capital”)~~	~~Vice president~~	~~December 2018 — March 2019~~

	~~Chief financial officer~~	~~February 2018 — December 2018~~ ~~March 2019 — Present~~

Name	Year	Unused Vacation Pay		Tax Qualified 401(k) Plan			Automobile Allowance		Other			Total
Jan F. Salit	2018	$	21,635	$	26,290	(1)	$	6,600	$	—		$	54,525
	2017	21,635		26,542		(1)	6,600		—			54,777
	2016	21,635		25,801		(1)	6,600		252,774		(2)	306,810


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			3
SECURITY OWNERSHIP OF THE COMPANY’S BOARD OF DIRECTORS AND EXECUTIVE OFFICERS AND CURRENT BENEFICIAL OWNERS			7
PROPOSAL 1: ELECTION OF DIRECTORS			9
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			10


CORPORATE GOVERNANCE			11
AUDIT COMMITTEE REPORT			18
EXECUTIVE COMPENSATION			19
RELATED PERSON TRANSACTIONS			22
DELINQUENT SECTION 16(a) REPORTS			26
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26
OTHER MATTERS			27
STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING			27
AVAILABILITY OF DOCUMENTS			27
REDUCE DUPLICATE MAILINGS			27
WHERE YOU CAN FIND MORE INFORMATION			27

	Common Stock				Series A Preferred Stock		Series L Preferred Stock
Name of Beneficial Owner(1)	No. of Shares		Percent of Class		No. of Shares	Percent of Class	No. of Shares	Percent of Class

David Thompson	—		—		—	—	—	—
Jan F. Salit	52,601	(2)	*		—	—	—	—
Nathan D. DeBacker	—		—		—	—	—	—
Richard Ressler	39,661,499	(3)	90.56	%	—	—	—	—
Avi Shemesh	39,646,453	(3)	90.53	%	—	—	—	—
Shaul Kuba	39,646,453	(3)	90.53	%	—	—	—	—
Kelly Eppich	5,163		*		—	—	—	—
Douglas Bech	18,965		*		—	—	—	—
Robert Cresci	14,206		*		—	—	—	—
Frank Golay, Jr.	13,965		*		—	—	—	—
Directors and Executive Officers as a group (10 persons)	39,797,625		90.87	%	—	—	—	—


	Common Stock			Series A Preferred Stock		Series D Preferred Stock		Series L Preferred Stock
Name of Beneficial Owner	No. of Shares		Percent of Class	No. of Shares	Percent of Class	No. of Shares	Percent of Class	No. of Shares	Percent of Class
David Thompson	25,000		*	—	—	—	—	—	—
Nathan DeBacker	6,000		*	—	—	—	—	—	—
Richard Ressler	9,403,869	(1)(2)	40.2%	568,681	6.8%	—	—	—	—
Avraham Shemesh	9,326,661	(1)(3)	39.9%	568,681	6.8%	—	—	—	—
Shaul Kuba	9,326,661	(1)(3)	39.9%	568,681	6.8%	—	—	—	—
Douglas Bech	35,704		*	—	—	—	—	—	—
Marcie Edwards	5,083		*	—	—	—	—	—	—
Kelly Eppich	46,504		*	—	—	—	—	—	—
Frank Golay, Jr. (4)	18,186		*	—	—	—	—	—	—
Directors and Executive Officers as a group (9 persons)	9,631,186		41.2%	—	—	—	—	—	—


	Common Stock				Series A Preferred Stock		Series D Preferred Stock		Series L Preferred Stock
Name and Address of Beneficial Owner	No. of Shares		Percent of Class		No. of Shares	Percent of Class	No. of Shares	Percent of Class	No. of Shares	Percent of Class
Richard Ressler (1)	9,403,869	(2)(3)	40.2	%	568,681	6.8%	—	—	—	—
Avraham Shemesh (1)	9,326,661	(2)(4)	39.9	%	568,681	6.8%	—	—	—	—
Shaul Kuba (1)	9,326,661	(2)(4)	39.9	%	568,681	6.8%	—	—	—	—
CIM CMCT MLP, LLC (1)	8,419,864		36.0	%	568,681	6.8%	—	—	—	—


Name	Fees Earned or Paid in Cash		Share Awards (1)		Total
Douglas Bech	$	55,000	$	54,998	$	109,998
Frank Golay, Jr. (2)	$	55,000	$	54,998	$	109,998
Kelly Eppich (3)	$	72,685	$	54,998	$	127,683
Marcie Edwards (4)	$	69,692	$	54,998	$	124,690

~~Name~~	~~Title~~
Charles E. Garner II* Name		Position
David Thompson		Chief Executive Officer
~~Jan F. Salit~~ Nathan D. DeBacker		~~President and Secretary~~
David Thompson*	Chief Financial Officer and Secretary

Name and Principal Position	Year	Salary		Bonus(2)		Stock Awards(3)(4)		All Other Compensation(5)		Total
Charles E. Garner II	2018	$	—	$	—	$	—	$	—	$	—
Chief Executive Officer*	2017	—		—		—		—		—
	2016	—		—		—		—		—
David Thompson	2018	—		—		—		—		—
Chief Financial Officer*	2017	—		—		—		—		—
	2016	—		—		—		—		—
Jan F. Salit (1)	2018	450,000		250,000		—		54,525		754,525
President and Secretary	2017	450,000		200,000		—		54,777		704,777
	2016	450,000		150,000		679,626		306,810		1,586,436


Name and Principal Position	Year	Salary		Bonus		Stock Awards		All Other Compensation		Total
David Thompson	2021	$	—	$	—	$	—	$	—	$	—
Chief Executive Officer*	2020	$	—	$	—	$	—	$	—	$	—
	2019	$	—	$	—	$	—	$	—	$	—
Nathan D. DeBacker	2021	$	—	$	—	$	—	$	—	$	—
Chief Financial Officer and Secretary*	2020	$	—	$	—	$	—	$	—	$	—
	2019	$	—	$	—	$	—	$	—	$	—

Annual board retainer		$	50,000
Annual audit committee chairman retainer		$	20,000


PROXY			PROXY

Name	Fees Earned or Paid in Cash		Share Awards(1)		Total
Robert Cresci	$	70,000	$	49,994	$	119,994
Douglas Bech	50,000		49,994		99,994
Frank Golay, Jr.	50,000		49,994		99,994

	2018		2017
Audit Fees(1)	$	1,104,895	$	1,145,902
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	—		—
Total	$	1,104,895	$	1,145,902

	~~BY ORDER OF THE BOARD OF DIRECTORS~~

	~~David Thompson~~
	~~Chief Executive Officer~~

	~~Dated: April 5, 2019~~

Filed by the Registrant

Filed by a Party other than the Registrant