TPG RE Finance Trust, Inc.

888 Seventh Avenue, 35th Floor

New York, New York 10106

NOTICE OF 20182022 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

The 20182022 Annual Meeting of Stockholders of TPG RE Finance Trust, Inc., a Maryland corporation (the “Company”), will be held on Tuesday, May 17, 2022 at 10:11:00 a.m., Eastern Time, on Wednesday, May 23, 2018, atTime. To support the Park Central Hotel, 870 Seventh Avenue, New York, New York 10019. health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/TRTX2022.

At the virtual Annual Meeting, stockholders will be asked to consider and vote on the following matters, each as more fully described in the accompanying proxy statement:

Holders of record of the Company’s common stock and Class A common stock as of the close of business on March 26, 2018,30, 2022, the date fixed by the Company’s board of directors as the record date for the virtual Annual Meeting, are the only stockholders entitled to notice of and to vote at the virtual Annual Meeting.

Your vote is important. Whether or not you expectplan to be present atattend the virtual Annual Meeting, you are requested to authorize a proxy to vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card if you requested paper copies of the Company’s proxy materials. Any person giving a proxy has the power to revoke it at any time prior to the virtual Annual Meeting and stockholders who are present at the virtual Annual Meeting may withdraw their proxies and vote in persononline at the virtual Annual Meeting.

By Order of the Board of Directors,

/s/ Deborah Ginsberg

Deborah Ginsberg

Secretary

April 11, 20186, 2022

TABLE OF CONTENTS

TPG RE Finance Trust, Inc.

888 Seventh Avenue, 35th Floor

New York, New York 10106

PROXY STATEMENT FOR
2018

2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 23, 201817, 2022

This proxy statement is being furnished by and on behalf of the board of directors of TPG RE Finance Trust, Inc., a Maryland corporation (the “Company,” “we,” “us” or “our”), in connection with the solicitation of proxies to be voted at the 20182022 Annual Meeting of Stockholders (the “Annual Meeting”). As used in this proxy statement, the following terms have the meanings set forth below:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING TO BE HELD ON MAY 23, 201817, 2022

We are furnishing the proxy materials for the Annual Meeting electronically using the Internet through the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”). The Notice and Access Card will be first mailed to stockholders of record on or aboutbefore April 13, 2018.7, 2022. Please visit the website www.proxyvote.com to view electronic versions of our proxy materials and our 20172021 annual report to stockholders, and to request electronic delivery of future proxy materials.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

In this section of the proxy statement, we answer some common questions regarding the Annual Meeting and the voting of shares at the Annual Meeting.

Where and when will the Annual Meeting be held?

The Annual Meeting will be held at 10:11:00 a.m., Eastern Time, on Wednesday,Tuesday, May 23, 2018, at17, 2022. The Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Park Central Hotel, 870 Seventh Avenue, New York, New York 10019.Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/TRTX2022.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

The United States Securities and Exchange Commission (the “SEC”) has approved “Notice and Access” rules relating to the delivery of proxy materials over the Internet. These rules permit us to furnish proxy

materials, including this proxy statement and our annual report, to our stockholders by providing access to such documents on

the Internet instead of mailing printed copies. Most stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice and Access Card, which will be mailed to our stockholders, provides instructions regarding how you may access and review all of the proxy materials on the Internet. The Notice and Access Card also instructs you as to how you may authorize a proxy to vote your shares via the Internet or by telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access Card.

Can I vote my shares by filling out and returning the Notice and Access Card?

No. The Notice and Access Card identifies the items to be voted on at the virtual Annual Meeting, but you cannot vote by marking the Notice and Access Card and returning it. The Notice and Access Card provides instructions on how to authorize a proxy to vote your shares via the Internet or by telephone or vote in person atduring the virtual Annual Meeting or to request a paper proxy card, which will contain instructions for authorizing a proxy by the Internet, by telephone or by returning a signed paper proxy card.

Why are you holding a virtual Annual Meeting?

To support the health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. During the live Q&A session of the virtual Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the virtual Annual Meeting, as time permits.

How do I vote my shares in person atduring the virtual Annual Meeting?

First, you must satisfy the requirements for admission to the Annual Meeting (see below). Then, if you are a stockholder of record as of the close of business on March 26, 2018 and prefer toYou may vote your shares atduring the virtual Annual Meeting you must bring proof of identification along withuntil such time as the chairman declares the polls closed by visiting www.virtualshareholdermeeting.com/TRTX2022 and following the instructions. You will need the 16-digit control number included in your proxy card, voting instruction form or Notice and Access Card or other proof of stock ownership. You may vote shares held in “street name” at the Annual Meeting only if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.Card.

Even if you plan to attend the live webcast of the Annual Meeting, and vote in person, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

Do I need a ticket to be admitted to the Annual Meeting?

You will need your proof of identification along with either your Notice and Access Card or other proof of stock ownership to enter thevirtual Annual Meeting. If your shares are held beneficiallyWe will provide a physical location to view the webcast if requested by a stockholder in writing by contacting the nameSecretary at TPG RE Finance Trust, Inc., 888 Seventh Avenue, 35th Floor, New York, New York 10106. Please note that no members of a bank, brokermanagement or other holderour board of record and you wish todirectors will be admitted to attendin attendance at the Annual Meeting, you must present proof of your stock ownership, such as a bank or brokerage account statement.physical location.

Do I also need to present identification to be admitted to the Annual Meeting?

Yes, all stockholders must present a form of personal identification in order to be admitted to the Annual Meeting.

NO CAMERAS, RECORDING EQUIPMENT, ELECTRONIC DEVICES, LARGE BAGS, BRIEFCASES OR PACKAGES WILL BE PERMITTED AT THE ANNUAL MEETING.

What am I voting on?

There are fourthree proposals scheduled to be considered and voted on at the virtual Annual Meeting. At the virtual Annual Meeting, stockholders are being asked to consider and vote on:

Proposal 4: A proposal to approve, on a non-binding, advisory basis, the frequency of future non-binding, advisory votes on the compensation of the Company’s named executive officers.

instructions printed on the paper proxy card to authorize a proxy to vote via the Internet, by telephone or by completing and returning the paper proxy card by mail. The individuals named and designated as proxies will vote your shares as you instruct.

If you submit a signed proxy without indicating your vote on any matter, the designated proxies will vote to elect all seveneight nominees as directors, to approve the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018,2022 and to approve, on a non-binding, advisory basis, the compensation of our named executive officers and to recommend “every year” as the frequency of future Say-on-Pay proposals.officers.

How can I authorize a proxy to vote my shares over the Internet or by telephone?

To authorize a proxy to vote your shares electronically via the Internet, go to www.proxyvote.com and follow the instructions. Please have your Notice and Access Card in hand when accessing the website, as it contains a 16-digit control number required to authorize a proxy to vote your shares.

If you have access to a touch-tone telephone, you may authorize a proxy to vote your shares by dialing ((800) 690800) 690-6903-6903 and following the recorded instructions. You will need the 16-digit control number included on your Notice and Access Card in order to authorize a proxy to vote your shares by telephone.

If you requested a paper copy of our proxy materials, in order to authorize a proxy to vote your shares by telephone or over the Internet, you must either call the toll-free number reflected on the paper proxy card or go to www.proxyvote.com and follow the instructions. Please have your paper proxy card in hand when calling the toll-free number or accessing the website, as it contains a 16-digit control number required to authorize a proxy to vote your shares.

You can authorize a proxy to vote your shares via the Internet or by telephone at any time prior to 11:59 p.m., Eastern Time, on May 22, 2018,16, 2022, the day before the virtual Annual Meeting.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice and Access Card or proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.

What if other matters come up at the virtual Annual Meeting?

At the date this proxy statement went to press, we did not know of any matters to be properly presented at the virtual Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the virtual Annual Meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have authorized a proxy to vote your shares, the persons named in the proxy card will have the discretion to vote on those matters for you.

Can I revoke my proxy after I authorize a proxy to vote my shares?

Yes. You can revoke your proxy either by:

PROPOSAL 1 — ELECTIONELECTION OF DIRECTORS

ThereAs of the date of this proxy statement, there are currently seven members of the board of directors.directors and one vacant seat. On January 28, 2022, we announced that the board of directors had appointed Doug Bouquard to serve as our chief executive officer and elected him as a director, in each case effective as of April 25, 2022. On March 16, 2018,18, 2022, the board of directors, upon the recommendation of its nominating and corporate governance committee, unanimously nominated the seven directors listed below as well as Mr. Bouquard for re-electionelection to the board of directors at the virtual Annual Meeting. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy card as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our board of directors, unless the board of directors alternatively acts to reduce the size of the board of directors or maintain a vacancy on the board of directors in accordance with our bylaws. The board of directors has no reason to believe that any such nominees will be unable or unwilling to serve.

Nominees for Election as Directors

The names, ages as of April 1, 20182022 and existing positions with us of the nominees are as follows:

The name, principal occupation for the last five years, selected biographical information and the period of service as our director of each of the nominees are set forth below.

Avi Banyasz has served as our chairman of the board since December 2014. Mr. Banyasz is a partner of TPG and the co-head of TPG Real Estate, TPG’s real estate investment platform. Prior to joining TPG in 2011, Mr. Banyasz served as a managing principal and a member of the investment committee of Westbrook Partners, a real estate private equity firm, where he worked for 13 years. Prior to joining Westbrook Partners, Mr. Banyasz worked at Bear Stearns & Co. Mr. Banyasz received a B.S. in Economics and Finance,Bachelor of Commerce, with High Distinction, from the University of Toronto. Mr. Banyasz serves on the Boards of Directors of Enlivant (formerly, Assisted Living Concepts, Inc.), of which he is Chairman, M West Properties, Evergreen Industrial Properties, LLC, and Strategic Office Partners.Partners and Cinespace. Mr. Banyasz’s extensive experience in real estate investment allows Mr. Banyasz to provide valuable insight to us and our board of directors, including with respect to our investing activities, which leads to our conclusion that Mr. Banyasz should serve on our board of directors.

Greta GuggenheimDoug Bouquard has served as one of our directors since February 2016 andbeen appointed to serve as our chief executive officer and president since January 2016. Ms. Guggenheim is also a partner of TPG and TPG Real Estate and our Manager and the chair of our Manager’s investment committee. Ms. Guggenheim is a co-founder of Ladder Capital Corp. (NYSE: LADR) (“Ladder”) and was president of Ladder from its formation in October 2008 through June 2012 and was appointed chief investment officer in June 2012. Prior to forming Ladder, Ms. Guggenheim servedelected as a managing director and head of origination at Dillon Read Capital Management (“DRCM”), a wholly-owned subsidiary of UBS AG, from June 2006 to June 2007. Before joining DRCM, Ms. Guggenheim served as a managing director, in originations at UBS from May 2002 to June 2006.each case effective as of April 25, 2022. Prior to joining UBS, Ms. Guggenheim served asTPG in 2022, Mr. Bouquard was a managing director at Bear Stearns & Co. from October 2000 to April 2002Managing Director and previously worked in real estate investment banking andresponsible for U.S. Commercial Real Estate Debt within the Global Markets Division of Goldman Sachs. His responsibilities included oversight for commercial real estate lending at Credit Suissedebt origination and Credit Suisse First Boston from 1986 to 1999. Ms. Guggenheim has a total of 31 years of experience in commercialother real estate finance. Ms. Guggenheimsecurities issuances. Prior to this role, Mr. Bouquard was responsible for various mortgage lending and trading businesses at Goldman Sachs, which he joined in 2004. Mr. Bouquard earned a B.A. in Economics and Spanish Literaturedegree from Swarthmore College and an M.B.A. from The Wharton School of the University of Pennsylvania. Ms. Guggenheim’sColgate University. Mr. Bouquard’s leadership vision, skills, as well as his deep knowledge of our business and experience in commercial real estate financedebt origination, securities issuance and mortgage lending and trading lead to our conclusion that Ms. GuggenheimMr. Bouquard should serve on our board of directors.

Julie Hong Clayton is a nominee to our board of our directors since December 2014. Mr. Davisdirectors. Ms. Clayton is the founder and the co-heada partner of TPG Real Estate. He is basedand head of the firm’s equity capital markets business. Since joining TPG in San Francisco and is a member of TPG’s management committee. From 2000 to 2009, Mr. Davis led TPG’s North American buyout group, encompassing investments2013, Ms. Clayton has driven more than 230 equity transactions raising over $80 billion in all non-technology industry

sectors.gross proceeds globally. Prior to joining TPG, Ms. Clayton served as a director at Bank of America Merrill Lynch, in 2000, Mr. Davis was president and chief operating officer of Colony Capital, LLC, a private international real estate investment firm in Los Angeles (“Colony”), which he co-founded in 1991. Colony’s wholly owned affiliate, Colony Advisors, Inc., acted as asset manager with respect to essentially all of Colony’s loan and property investments. Prior to the formation of Colony, Mr. Davis was a principal of RMB Realty, Inc., the real estate investment vehicle of Robert M. Bass. Prior to his affiliation with RMB Realty, Inc., he worked at Goldman Sachs & Co. LLC in New York and with Trammell Crow Company in Dallas and Los Angeles. Mr. Davis earnedequity capital markets division. Ms. Clayton received a B.A. in Economics, from Stanford University and an M.B.A.cum laude, from Harvard Business School, where he was a Baker Scholar, a John L. Loeb Fellow, and a Wolfe Award recipient. Mr. DavisUniversity. Ms. Clayton serves on the Boardsboard of DirectorsDelinea and has previously served on the boards of Caesars Entertainment Operating Company (NASDAQ: CZR), Catellus Development Corporation, Assisted Living Concepts, Inc. (Enlivant), Arlington Business Parks GP Limited,Univision Communications, TPG Pace Tech Opportunities Corp, and Arlington LP (UK) Limited. He is alsoTPG Pace Solutions Corp. Ms. Clayton was recommended to the nominating and corporate governance committee as a long-time director (and past Chairman)candidate by our Manager, and then nominated by our board of Los Angeles Team Mentoring, Inc. (a charitable mentoring organization); is a trusteedirectors upon the recommendation of the Los Angeles County Museum of Art (LACMA);nominating and is on the Board of Overseers of the Huntington Library, Art Collections,corporate governance committee. Ms. Clayton’s extensive capital markets and Botanical Gardens. Mr. Davis’s substantial real estate loan and property investmentdirectorship experience leadership role with TPG Real Estate and deep knowledge and relationships in the real estate sector leadleads to our conclusion that Mr. DavisMs. Clayton should serve on our board of directors.

Michael Gillmore has served as one of our directors since July 2017. Mr. Gillmore was an audit partner at Ernst & Young LLP (“EY”) and retired on June 30, 2017 after 39 years at EY. Mr. Gillmore served in various leadership positions in EY’s real estate practice during his career, including from 2004 to 2016 as Market SegmentSector Leader for Real Estate, Hospitality & Construction for the Pacific Southwest Region and the West Region. Mr. Gillmore has served as the lead partner for numerous public and private companies operating in multiple subsectors of the real estate industry. Mr. Gillmore has extensive experience interacting with boards of directors and audit committees. Mr. Gillmore received a B.S. in Business Administration and Accounting from California State University, Fullerton. Mr. Gillmore served on the Advisory Board of the Lusk Real Estate Center at the University of Southern California until September 2017 and currently serves on the Board of Directors of the California Hospital Medical Center Foundation.Foundation until September 2018. Mr. Gillmore is a full member of the Urban Land Institute, the National Association of Real Estate Investment Trusts and the National AssociateAssociation of Corporate Directors (“NACD”) and was recently recognized as anin July 2019 became a member of the Board of Directors of the NACD Governance Fellow.Pacific Southwest chapter. In November 2021, Mr. Gillmore became NACD Directorship Certified (NACD.DC). The NACD Directorship Certification^® program is designed to equip directors with the foundation of knowledge sought by boards to effectively contribute in the boardroom. NACD Directorship Certified directors pass a foundational exam developed by experienced directors and, via continuing recertification requirements, commit to continuing education on governance and emerging issues impacting the businesses they serve. Mr. Gillmore’s comprehensive knowledge of accounting and financial disclosure, extensive audit experience and interactions with the boards of directors and audit committees of multiple companies in the real estate industryand other industries lead to our conclusion that Mr. Gillmore should serve on our board of directors.

Wendy Silverstein Todd Schusterhas served as one of our directors since July 2017.2020. Mr. Schuster is the founder and head of Rivrock Group, a stakeholder in a registered investment adviser that manages a market neutral strategy on behalf of a separate account and additionally oversees investments in a diversified and varied portfolio of stocks, bonds, real estate and other investments. From May 2012 to September 2015, Mr. Schuster served in various capacities with Ares Management (NYSE: ARES), an alternative manager with more than $200 billion of assets currently under management. From May 2012 through May 2013, Mr. Schuster served as an independent board member and audit committee member of Ares Commercial Real Estate (NYSE: ACRE), a publicly held commercial mortgage real estate investment trust (“REIT”) externally managed by ARES. In June 2013, Mr. Schuster joined ARES as a Senior Partner and Global Head of Real Estate Credit Investments and remained until September 2015. Concurrently, while at ARES, Mr. Schuster was named Chief Executive Officer of ACRE and remained on the board of ACRE during that time. Additionally, during his tenure at ARES, Mr. Schuster raised and invested the company’s first private vehicle in the commercial real estate credit space and restructured the Real Estate Credit group resulting in a meaningful enhancement of the group’s efficiency and quality controls. Mr. Schuster also served on the ARES twelve-member Executive Committee, as well as on the Investment Committee for all ARES-sponsored real estate debt and equity vehicles in the US and Europe/UK. Prior to joining ARES, Mr. Schuster was the Founder, Chief Executive Officer and a Principal of CW Financial Services from its inception in 1992 until 2009. During this time, Mr. Schuster built and led CW Financial Services which was comprised of 400 employees throughout three subsidiaries: CWCapital, its Fannie Mae and Freddie Mac licensed mortgage banking company; CWCapital Investments, a registered investment advisor with approximately $10 billion of assets under management; and CWCapital Asset Management, one of the nation’s largest special servicers and named on CMBS pools, CDOs, CLOs and investment funds with more than $175 billion of

underlying collateral. Prior to founding CW Financial Services, Mr. Schuster served in a variety of positions within the commercial mortgage finance units of Salomon Brothers and Bankers Trust, each in New York City. Mr. Schuster graduated with a B.A. from Tufts University. PE Holder, L.L.C. (“PE Holder”), an affiliate of Starwood Capital Group Global II, L.P., designated Mr. Schuster for appointment to our board of directors subject to the terms and conditions set forth in the Investment Agreement, dated as of May 28, 2020, by and between the Company and PE Holder. Mr. Schuster’s management experience with both public and private real estate investment companies, deep knowledge and relationships in the real estate sector and extensive capital markets experience lead to our conclusion that Mr. Schuster should serve on our board of directors.

Wendy Silverstein has served as one of our directors since July 2017. Ms. Silverstein is currentlyCo-Founder of Silver Eagle Advisory Group, a real estate workout and restructuring firm. Ms. Silverstein previously served as Chief Investment Officer of WeWork from August 2018 to September 2019. She served as President and Chief Executive Officer of New York REIT, Inc. (NYSE: NYRT) (“NYRT”). As Chief Executive Officer offrom March 2017 to July 2018. Prior to NYRT, Ms. Silverstein is leading the winding up and liquidation of NYRT pursuant to a stockholder approved plan of liquidation. Previously, Ms. Silverstein served as Executive Vice President and Co-Head of Acquisitions and Capital Markets for Vornado Realty Trust (NYSE: VNO) (“Vornado”), an owner of commercial real estate in the United States, from 1998 to 2015. During her tenure at Vornado, Ms. Silverstein oversaw Vornado’s debt and equity financings and was responsible for a variety of real estate as well as corporate acquisitions. Ms. Silverstein was a member of the Investment Committee for Vornado’s private equity fund, Vornado Capital Partners, L.P. On behalf of Vornado, she has served on the Board of Directors of Toys R Us, Inc. sincefrom its leveraged buyout in 2005 until January 2019 and previously served on the Board of LNR Property, LLC, a loan special servicer. Prior to joining Vornado in 1998, Ms. Silverstein spent 12 years at Citicorp. From 1990 to 1998, she was with Citicorp Real Estate in the Corporate Debt Restructuring Group, which she headed from 1994 to 1998. During this time, she led the negotiation and restructuring of debt and equity transactions involving companies in the airline, hospitality, retail, office and residential real estate industries. She served on the Board of Directors of Shuttle, Inc. (d/b/a US Air Shuttle) from 1992 to 1997, and Alexander’s, Inc. (NYSE: ALX) from 1992 to 1995.1995 and NYRT from February 2017 to July 2018. From 1986 to 1990, she was with the Leveraged Capital Group at Citibank, N.A., providing sponsor financing for leveraged buyouts. Ms. Silverstein currently serves on the boardsboard of Toys R Us, Inc., Alexander’s, Inc. and NYRT. Ms. Silverstein has served as an independent advisor to Trinity Church regarding theirits real estate portfolio and is an active member of the Board of Beit Ruth, an educational and therapeutic village for at risk teenage girls in Israel. Ms. Silverstein earned her B.S. in Economics,economics, magna cum laude, from The Wharton School of the University of Pennsylvania and an M.B.A. with distinction from The Wharton Graduate School of Business Administration. She is also a Certified Public Accountant. Ms. Silverstein’s management experience with multiple real estate investment trusts (“REITs”),REITs, deep knowledge and relationships in the real estate sector and extensive capital markets experience lead to our conclusion that Ms. Silverstein should serve on our board of directors.

Bradley Smithhas served as one of our directors since July 2017. Mr. Smith has been a private investor since June 2015. From February 2002 to May 2015, Mr. Smith served as head of Real Estate and Lodging Equity Capital Markets at Bank of America Merrill Lynch. During his tenure at Bank of America Merrill Lynch, Mr. Smith was responsible for the structuring, marketing and pricing of initial public offerings and other public equity offerings for companies in the real estate, lodging, gaming and real estate finance industries. While at Bank of America Merrill Lynch, Mr. Smith was the lead equity advisor on more than three hundred equity offerings, which raised in excess of $100 billion. Mr. Smith began his career at Lehman Brothers in 1989 and worked there prior to joining Bank of America Merrill Lynch in 2000. Mr. Smith served in a variety of investment banking and equity capital markets positions both in New York and in London while at Lehman Brothers, including acting as the co-head of U.S. Equity syndicate. Mr. Smith graduatedearned his B.S. in finance, magna cum laude, from The Wharton School of the University of Pennsylvania with a B.S. in finance.Pennsylvania. Mr. Smith’s deep knowledge and relationships in the real estate sector, including over 15 years of experience working with companies in the real estate finance sector, and extensive capital markets experience lead to our conclusion that Mr. Smith should serve on our board of directors.

Gregory White has served as one of our directors since July 2017. Since January 2003, Mr. White has served as a Managing Director and Chief Executive Officer of Prima Capital Advisors LLC (“Prima”), an investment advisory firm that specializes in commercial mortgage investments. At Prima, Mr. White’s responsibilities

include loan origination, structuring securitizations and the development and maintenance of client relationships. Prima is the successor entity to Conning Asset Management, which purchased Schroder Mortgage Associates, LP (“Schroder”) in 1998. Mr. White founded Schroder in 1992. Prior to forming Schroder, Mr. White was a Managing Director at Salomon Brothers Inc (“Salomon”) and co-head of the firm’s real estate finance, sales and advisory businesses. While at Salomon, Mr. White was responsible for the origination, negotiation and closing of real estate financings, joint ventures and property sales, as well as commercial mortgage securitizations and assisting with the development of the rating process for commercial mortgages. Prior to his work at Salomon, Mr. White was an Assistant Treasurer in the Real Estate Finance Department of the Chase Manhattan Bank. Mr. White holds a B.S. in Civil Engineering from Tufts University and earned an M.B.A. in Finance and Real Estate from The Wharton Graduate School of Business Administration.Administration, University of Pennsylvania. Mr. White previously was a director of New Plan Excel Realty Trust (NYSE: NXL) and Acadia Realty Trust (NYSE: AKR), two NYSE-listed REITs that specialized in retail real estate. Mr. White is a member of the Pension Real Estate Association and the Commercial Real Estate Finance Council. He serves on the Board of Advisors of Tufts University’s College of Engineering as well as the University’s Entrepreneurial Leadership Program.Engineering. Mr. White is a former Adjunct Professor of Real Estate Finance at New York University. Mr. White’s extensive experience in commercial real estate loan originations and financings allows Mr. White to provide valuable insight to us and our board of directors, including with respect to our investing activities, which leads to our conclusion that Mr. White should serve on our board of directors.

Voting Recommendation

Our board of directors unanimously recommends that you vote “for” the election of each of the director nominees named above.

CORPORATE GOVERNANCE

The Board of Directors; Committees

Our business is managed by our Manager, subject to the oversight and direction of our board of directors. OurAs of the date of this proxy statement, our board of directors has seven members and is currentlyone vacant seat, comprised of Mr. Banyasz, Ms. Guggenheim, Mr.Kelvin Davis, Mr. Gillmore, Mr. Schuster, Ms. Silverstein, Mr. Smith and Mr. White. On January 28, 2022, we announced that the board of directors had appointed Doug Bouquard to serve as our chief executive officer and elected him as a director, in each case effective as of April 25, 2022.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our officers, directors and employees (if any), and to all of the officers and employees of our Manager and any of its affiliates who provide services to us. Our code of business conduct and ethics is designed to comply with SEC regulations and NYSE listing standards relating to codes of conduct and ethics. Our code of business conduct and ethics is available on our website, www.tpgrefinance.com, under the “Investor Relations” tab by selecting “Governance Documents.”

Any waiver of the code of business conduct and ethics may be made only by our nominating and corporate governance committee and will be promptly disclosed as required by law or stock exchange regulations. Any modifications to the code of business conduct and ethics will be reflected on our website.

Corporate Governance Guidelines

We have also adopted corporate governance guidelines to advance the functioning of our board of directors and its committees and to set forth our board of directors’ expectations as to how it and its committees should perform its and their respective functions. Our corporate governance guidelines are available on our website, www.tpgrefinance.com, under the “Investor Relations” tab by selecting “Governance Documents.”

Director Independence

Under our corporate governance guidelines and NYSE rules, the board of directors must be comprised of at least a majority of directors who qualify as “independent” directors. A director is not independent unless the board of directors affirmatively determines that he or she does not have a “material relationship” with us. In addition, the director must meet the bright-line test for independence set forth by the NYSE rules. Our corporate governance guidelines also require all members of the audit committee, the compensation committee and the nominating and corporate governance committee to be “independent” directors. Based upon its review, the board of directors has affirmatively determined that each of Mr. Gillmore, Mr. Schuster, Ms. Silverstein, Mr. Smith and Mr. White is independent under all applicable criteria for independence set forth in the listing standards of the NYSE, including with respect to committee service.

Board of DirectorsDirectors Composition

The board of directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow it to satisfy its oversight responsibilities effectively. In that regard, the nominating and corporate governance committee is responsible for recommending candidates for all directorships to be filled by the board of directors or by the stockholders at an annual or special meeting. In identifying candidates, the nominating and corporate governance committee will review each candidate’s experience, integrity, competence, diversity, skills and dedication in the context of the needs of the board of directors, assess whether the candidate’s qualifications meet the minimum criteria contained in the corporate governance guidelines and recommend that the board of directors select those nominees whose attributes the nominating and corporate governance committee believes would be most beneficial to us. In

identifying candidates for membership on the board of directors, the nominating and corporate governance committee takes into account (i) minimum individual qualifications, such as personal integrity and moral character, willingness to apply sound business judgment, industry knowledge or experience and an ability to work collegially with the other members of the board of directors and (ii) all other factors it considers appropriate. While our corporate governance guidelines do not contain an express diversity policy, we believe that a board of directors with the right set of skills and backgrounds provides the most effective oversight over the Company and its strategies. Accordingly, we seek diversity of thought and perspective in the board room, and we believe this comes from a mix of gender, geographic location, cultural background, skill set, tenure and experience.

Our board of directors currently has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The current written charters for each of the audit committee, compensation committee and nominating and corporate governance committee are available on our website, www.tpgrefinance.com, under the “Investor Relations” tab by selecting “Governance Documents.”

Audit Committee

The audit committee is currently comprised of Mr. Gillmore, Ms. Silverstein, Mr. Smith and Mr. White,, with Mr. Gillmore serving as the committee’s chairperson. All audit committee members meet the independence criteria and have the qualifications set forth in the listing standards of the NYSE and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our board of directors has determined that Mr. Gillmore qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K under the Exchange Act, and that Mr. Gillmore has accounting and related financial management expertise within the meaning of the listing standards of the NYSE. Item 407(d)(5) of Regulation S-K under the Exchange Act provides that the designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. Our audit committee, pursuant to its written charter, among other matters, oversees:

Our audit committee is also responsible for engaging our independent registered public accounting firm, reviewing with our independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by our independent registered public accounting firm, reviewing the independence of our independent registered public accounting firm, considering the range of audit and non-audit fees earned by our independent registered public accounting firm and reviewing the adequacy of our internal accounting controls.

Our board of directors has adopted procedures for the submission of complaints or concerns regarding financial statement disclosures, accounting, internal accounting controls or auditing matters in accordance with Rule 10A-3 under the Exchange Act. The audit committee is responsible for administering the foregoing procedures and for reviewing and addressing any complaints submitted pursuant to its complaint procedures for accounting and other matters, as well as any whistleblower complaints subject to Section 21F of the Exchange Act.

CompensationCompensation Committee

The compensation committee is currently comprised of Mr. Gillmore, Mr. Schuster, Ms. Silverstein, Mr. Smith and Mr. White, with Ms. Silverstein serving as the committee’s chairperson. All compensation committee members meet the independence criteria set forth in the listing standards of the NYSE.

We are externally managed by our Manager pursuant to our management agreement with our Manager, or theour Management Agreement, and as of the date hereof we have no employees. Our executive officers have not received any cash compensation from us or any of our subsidiaries for serving as executive officers. However, we are required by our Management Agreement to reimburse our Manager for the allocable share of the compensation (including, without limitation, annual base salary, bonus, any related tax withholdings, and employee benefits) paid to Mr. Foley, our chief financial officer, who dedicates a substantial portion of his time to us, based on the percentage of his time spent managing our affairs. To the extent that we become responsible for paying the compensation and/or any other employee benefits of our executive officers and senior management, the compensation committee oversees such compensation, including plans and programs relating to incentive compensation, equity-based awards and other benefits and perquisites, and administers any such plans or programs as required by the terms thereof.

Our compensation committee, pursuant to its written charter, among other matters:

The compensation committee shall havehas the resources and authority appropriate to discharge its duties and responsibilities, including the sole authority to retain, on terms it deems appropriate, legal counsel and other experts, consultants or advisers as it deems appropriate, without obtaining the approval of our board of directors or management. The compensation committee shall havealso has the sole authority to select and retain a compensation consultant to assist in the evaluation of compensation, if any, of our chief executive officer or other executives.

The compensation committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the committee composed of two or more of its members for any purpose that it deems appropriate. In particular, the committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the compensation committee who are (i) “Non-Employee“Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act, as in effect from time to time, and (ii) “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code, as in effect from time to time.

Compensation Committee Interlocks and Insider Participation

The compensation committee is currently comprised of Mr. Gillmore, Mr. Schuster, Ms. Silverstein, Mr. Smith and Mr. White, none of whom is, or has ever been,, an officer or employee of the Company or any of

its affiliates, and none of whom has any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Exchange Act. None

of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our board of directors or our compensation committee during the fiscal year ended December 31, 2017.2021.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is currently comprised of Mr. Gillmore, Mr. Schuster, Ms. Silverstein, Mr. Smith and Mr. Smith,White, with Mr. Smith serving as the committee’s chairperson. All nominating and corporate governance committee members meet the independence criteria set forth in the listing standards of the NYSE.

Our nominating and corporate governance committee, pursuant to its written charter, among other matters:

More specifically, the nominating and corporate governance committee is responsible for reviewing, on an annual basis, the requisite skills and characteristics of individual members of the board of directors, as well as the composition of the board as a whole, in the context of our needs. The nominating and corporate governance committee will recommend prospective candidates to the board of directors for nomination at each annual meeting of stockholders, or any special meeting of the stockholders at which directors are to be elected. The nominating and corporate governance committee will review all nominees for director, including those recommended by stockholders, in accordance with criteria established by the nominating and corporate governance committee and the requirements and qualifications contained in our corporate governance guidelines and will recommend that the board of directors nominate or elect those nominees whose attributes it believes would be most beneficial to us. This review involves an assessment of the personal qualities and characteristics, accomplishments and business reputation of director candidates. The nominating and corporate governance committee will assess candidates’ qualifications based on the following minimum criteria, which may be modified from time to time by the nominating and corporate governance committee:

Meetings

Directors are expected to attend board meetings and meetings of the committees on which they serve, to spend the time needed and to meet as frequently as necessary, in order to properly discharge their

responsibilities. Our board of directors conducts itsand committees conduct their business through formal and informal meetings, of the board of directors,as well as actions taken by written or electronic consent in lieu of meetings and by actions of its committees.meetings. During the fiscal year ended December 31, 2017,2021, (i) the board of directors held two meetings. During the fiscal year 2017, (i)ten formal meetings, (ii) the audit committee held twofour formal meetings, (ii)(iii) the compensation committee held twosix formal meetings, and (iii)(iv) the nominating and corporate governance

committee did not meet.held three formal meetings. Each director attended at least 75% of the combined number of meetings of the board of directors and meetings of committees on which he or she served during the period in 20172021 in which he or she served as a director or member of such committee, as applicable.

We do not have a formal policy regarding attendance by directors at our annual meeting of stockholders but invite and encourage all directors to attend. We make every effort to schedule our annual meeting of stockholders at a time and date to permit attendance by directors, taking into account the directors’ schedules and the timing requirements of applicable law. All of our seven directors then in office attended our last annual meeting of stockholders, which was held on May 18, 2021.

Executive Sessions

In accordance with applicable NYSE listing requirements, our non-management directors periodically hold executive sessions at which management is not present. Our corporate governance guidelines provide that the chairperson of the nominating and corporate governance committee, or if he or she is not present, any non-management independent director, shall serve as chairperson for any executive session.

Board Leadership Structure and Role in Risk Oversight

Our board of directors benefits from the service of three members of the board who also serve in leadership and risk oversight roles at TPG Real Estate and TPG: Mr. Banyasz, our chairman of the board,who is a partner ofat TPG and, the co-head oftogether with Mr. Davis, heads TPG Real Estate;Estate. We expect our board of directors will also benefit from the service of Mr. Bouquard, once appointed on April 25, 2022, as he brings a wealth of commercial real estate debt investment and leadership experience to our board of directors. Additionally, we expect our board of directors will also benefit from Ms. Guggenheim, one of our directors and our chief executive officer and president,Clayton’s service as a director, if elected, as she is also a partner ofat TPG and TPG Real Estatebrings deep knowledge and extensive capital markets experience to our Manager and the chairboard of our Manager’s investment committee; and Mr. Davis, one of our directors, is the founder and the co-head of TPG Real Estate. directors.

We believe separating the chairman of the board of directors and the chief executive officer positions is appropriate as it helps the board of directors meet its responsibilities of overseeing management and setting our strategic direction as well as fostering the long-term value of the Company. Mr. Banyasz does not qualify as an independent director under the applicable criteria for independence set forth in the listing standards of the NYSE. However, the board of directors has designated Mr. Smith, one of our independent directors, to serve as our lead independent director. The lead independent director serves as the liaison between management and the independent directors. The lead independent director’s duties include facilitating communication with the board of directors and presiding over regularly conducted executive sessions of the independent directors. It is the role of the lead independent director to review matters such as board meeting agendas, meeting schedule sufficiency and, where appropriate, other information provided to the directors; however, all directors are encouraged to, and in fact do, consult with management on each of the above topics. The lead independent director and each of the other directors communicate regularly with the chairman of the board of directors and our principal executive officer regarding appropriate agenda topics and other matters related to the board of directors.

Our Board’s Role in Risk Oversight

As with every business, we confront and must manage various risks, including financial and economic risks, related to the performance of our portfolio and how our investments have been financed. Pursuant to our charter and bylaws and the Maryland General Corporation Law, our business and affairs are managed under the direction of our board of directors. Our Manager, subject to the oversight of our board of directors, is responsible for the

day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for establishing broad corporate policies for our overall performance and for the direction and oversight of our risk management. Members of our board of directors keep informed of our business by participating in meetings of our board of directors and its committees, by reviewing analyses, reports and other materials provided to them, and by and through discussions with our Managerexecutive officers and other TPG personnel provided to us through our executive officers.Manager. In particular, we believe that our board of directors benefits from the valuable insights to developments in our industry provided by Mr. Banyasz Ms. Guggenheim and Mr. Davis as a result of theirhis active involvement at TPG Real Estate and TPG.TPG, Inc.

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly, with support from our audit committee, our compensation committee and our nominating and corporate governance committee, each of which addresses risks specific to its area of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our Manager takes, or is required to take, to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and corporate governance committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing reputational harm and illegal or improper liability-creating conduct.

With respect to cybersecurity risk oversight, our audit committee receives periodic reports and/or updates from management on the primary cybersecurity risks facing us and our Manager and the measures we and our Manager are taking to mitigate such risks. In addition to such periodic reports, our audit committee also periodically meets with TPG’s information technology staff for a discussion of updates around emerging risks and TPG’s procedures and defenses.

Our board of directors reviewed with the compensation committee its compensation policies and practices applicable to our Manager that could affect our assessment of risk and risk management. Following such review, our board of directors determined that our compensation policies and practices, pursuant to which we pay no cash compensation to officers and employees of our Manager or affiliates of our Manager since they are compensated by our Manager or its affiliates, do not create risks that are reasonably likely to have a material adverse effect on us.

Our board of directors also considered that while we may grant our officers, our Manager and affiliates of our Manager’s employees equity awards, such grants align their interests with our interests and do not create risks that are reasonably likely to have a material adverse effect on us.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our officers, directors and employees (if any), and to all of the officers and employees of the Manager and any of its affiliates who provide services to us. Our code of business conduct and ethics is designed to comply with SEC regulations and NYSE listing standards relating to codes of conduct and ethics. Our code of business conduct and ethics is available on our website, www.tpgrefinance.com, under the “Investor Relations” tab by selecting “Governance Documents.”

Any waiver of the code of business conduct and ethics may be made only by our nominating and corporate governance committee and will be promptly disclosed as required by law or stock exchange regulations. Any modifications to the code of business conduct and ethics will be reflected on our website.

Corporate Governance Guidelines

We have also adopted corporate governance guidelines to advance the functioning of our board of directors and its committees and to set forth our board of directors’ expectations as to how it and its committees should perform its and their respective functions. Our corporate governance guidelines are available on our website, www.tpgrefinance.com, under the “Investor Relations” tab by selecting “Governance Documents.”

Stockholder Nominations and Communications Policy

Our board of directors has adopted policies with respect to the consideration of candidates recommended by stockholders for election as directors and stockholder and interested party communications with the board of directors.

Stockholders may recommend director nominees for consideration by the nominating and corporate governance committee by submitting the names and the following supporting information to our secretary at: Secretary, Stockholder Nominations, TPG RE Finance Trust, Inc., 888 Seventh Avenue, 35th Floor, New York, New York 10106. The submission should include all information relating to the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

The submissions should include a current resume and curriculum vitae of the candidate and a statement describing the candidate’s qualifications and contact information for personal and professional references. The submission should also include the name and address of the stockholder who is submitting the nominee, the number of shares that are owned of record or beneficially by the submitting stockholder and a description of any substantial interest, direct or indirect of such stockholder and the candidate in the Company or any affiliate thereof. Director nominees may be nominated by our stockholders in accordance with our bylaws and in accordance with the advance notice requirements contained in our bylaws. See “Stockholder Proposals For the 20192023 Annual Meeting” for more information regarding the advance notice requirements contained in our bylaws.

Stockholders and other interested parties may communicate directly with our board of directors or the non-management directors. Any interested parties, including stockholders of the Company, desiring to communicate with the chairman of our board of directors, the other non-management directors or an individual director regarding the Company may directly contact such directors by delivering such correspondence to the Company at the following: TPG RE Finance Trust, Inc. 888 Seventh Avenue, 35th Floor, New York, New York 10106, Attention: Secretary. The sender should indicate in the address whether it is intended for the entire board of directors, the non-management directors as a group or an individual director. Each communication intended for the board of directors or non-management directors received by the secretary will be forwarded to the intended recipients in accordance with the existing instructions.

Director Stock Ownership Guidelines

Our directors are encouraged to own shares of our common stock in order to better align their personal interests with the interests of our stockholders. In furtherance of this objective, our directors’ stock ownership guidelines require each director to own at least $200,000 in shares of our common stock within five years of the later of March 5, 2019 and the date such director is first elected to our board of directors and thereafter so long as such person continues to serve as a director. Shares of common stock granted in respect of annual director fees are counted toward achieving these stock ownership guidelines.

Anti-Hedging Policy

Our board of directors has adopted a policy prohibiting all of the directors, officers, employees, agents, advisors and consultants, and certain “related persons” (as defined in the policy) of such persons of (i) the Company and its subsidiaries and affiliates, (ii) our Manager, and (iii) any affiliates of our Manager from engaging in hedging or monetization transactions and other speculative transactions involving the Company’s securities.

Under the policy, a covered person may not, directly or indirectly, engage in any kind of hedging or monetization transaction against future declines in the market value of any equity-based securities of the Company that could reduce or limit such person’s economic risk with respect to holdings, ownership or interest in or to the Company’s common stock or other securities of the Company, including without limitation outstanding stock options, restricted stock or other compensation awards the value of which are derived from, referenced to or based on the value or market price of the Company’s common stock or other securities of the Company. Pursuant to the policy, a “short sale,” or sale of securities that the seller does not own at the time of sale or, if owned, that will not be delivered within 20 days of the sale, is an example of a prohibited hedging transaction. Prohibited transactions under the policy also include the purchase by a covered person of financial instruments, including, without limitation, prepaid variable forward contracts, equity swaps, collars, puts, calls, exchange funds, or other derivative securities that are designed to hedge or offset a decrease in market value of equity securities of the Company. The policy does not, however, restrict holding, exercising, or settling awards such as options, restricted stock, restricted stock units, deferred stock units, or other derivative securities granted under the Company’s equity incentive plans.

Persons who violate our anti-hedging policy may be subject to disciplinary action by the Company, our Manager or one of their respective affiliates, as applicable. Such disciplinary action may include, but is not limited to, termination of employment and/or restrictions on future participation in incentive plans.

Stockholder Engagement

We believe that regular, transparent stockholder engagement is essential to our long-term success. In 2021, we continued our practice of engaging with stockholders to understand their perspectives on corporate governance, executive compensation, sustainability and other matters. We made presentations at financial and industry conferences, met with financial analysts and investment firms, held in-person and virtual meetings with institutional stockholders and responded to inquiries from our stockholders.

Since our last annual meeting in May 2021, we have engaged with most of our largest stockholders. The majority of our management team participated in these discussions. We believe that all of these stockholders understood that we are an externally managed company and as such our named executive officers are not employed by us, but instead are employed by TPG. In addition, they understood that, except for discretionary grants under our equity incentive plan, we do not determine the compensation received by any of our named executive officers, we do not pay any of the compensation of our executive officers and we only reimburse our Manager or its affiliates for our allocable share of the compensation (including, without limitation, annual base salary, bonus, any related tax withholdings, and employee benefits) paid to our chief financial officer, who dedicates a substantial portion of his time to us, based on the percentage of his time spent managing our affairs. None of the stockholders we contacted expressed any disagreement or objection with our compensation or corporate governance practices.

Environmental, Social and Governance Action

We are a commercial real estate finance company externally managed by our Manager and sponsored by TPG. As an externally managed company, our day-to-day operations are managed by our Manager and our executive officers under the oversight of our board of directors. Our executive officers are TPG Real Estate professionals who are employed by affiliates of our Manager. Accordingly, many of the corporate responsibility initiatives undertaken by TPG impact our business and the commercial decisions made on our behalf by employees of affiliates of our Manager.

TPG has a longstanding commitment to fostering strong ESG performance as a firm and in its investment practices. TPG first adopted its Global ESG Performance Policy in 2012, became a signatory to the UN Principles of Responsible Investment (“PRI”) in 2013 (and has since achieved A+/A+ ratings in strategy and governance from PRI), and is a supporter of the Sustainability Accounting Standards Board (SASB). Each year, each of TPG and TRTX actively seek out ways to continue to strengthen and deepen the integration of ESG performance into their respective businesses and investment practices in various ways.

TPG has established an impact assessment and ESG performance arm called Y Analytics. The mission of Y Analytics is to increase the amount and effectiveness of capital allocation for the greater good. In support of this mission, Y Analytics seeks to understand and improve the environmental and social impacts of deployed capital and provides leadership and support to our investment professionals on ESG topics throughout the lifecycle of our investments.

Environmental

With respect to our real estate debt investments, a key part of our Manager’s due diligence process is a review of environmental considerations associated with the underlying collateral. Our Manager obtains a Phase I environmental assessment for each asset, and to the extent any issue is identified, will perform any required

follow-up and/or remediation prior to closing a loan investment. In addition, our Manager’s due diligence process may include:

Each underlying property is visited by a senior member of our Manager’s investment team, to the extent reasonably practicable, to physically inspect the asset, conduct an assessment of the foregoing factors and confirm the required scope of work, if any remediation is required.

As a commercial real estate finance company, we believe that we can play an important role in providing capital to facilitate the energy transition in the real estate industry. We regularly attend investor conferencesmay proceed with closing a loan investment even if our Manager’s due diligence reveals environmental considerations with the underlying collateral that require remediation. In such an event, we would adopt and hold meetingsimplement a remediation plan and callsrigorously monitor compliance with stockholders, potential investorsthe plan throughout the lifecycle of our investment. We believe that these types of investments provide us with the opportunity to provide capital to individual property owners and analysts. Wesponsors that intend to make their buildings and projects more sustainable.

Social

Talent Acquisition, Development and Retention

As of December 31, 2021, TPG had 1,013 full-time employees including over 320 investment and operations professionals, 421 non-investment and fundraising professionals, and 163 support staff, located in 12 offices across Asia, Australia, Europe and North America. TPG seeks to attract candidates from different backgrounds and skill sets and strives to emphasize diversity in its hiring and retention considerations.

TPG believes that its culture, the breadth of TPG’s platforms and TPG’s reputation for strong investment performance helps TPG attract, develop and retain the best talent in TPG’s sectors. TPG continuously strives to enhance its internal processes to improve employee engagement, productivity and efficiency. Recognizing that feedback is a critical component to driving employee career growth and development, as well as overall engagement, TPG has developed a robust feedback cycle, which includes training opportunities for all employees to address the best ways to both provide and receive feedback. In addition to a 360 annual review process, TPG’s performance management system facilitates employee goal setting and encourages feedback throughout the year, including upward feedback from employees on the effectiveness of their managers. TPG performs thorough discussions on career advancement and development and provides opportunities for TPG’s employees to participate in external professional development opportunities.

Compensation and Benefits

TPG provides a comprehensive compensation, benefits and total rewards platform to support its employees’ well-being and reflect the performance of TPG as a whole and each individual’s contributions. Compensation is generally comprised of a base salary, or hourly rate, and a discretionary annual cash bonus that is determined based on a number of performance considerations. TPG’s benefit coverage also includes, without limitation, robust health insurance, primary and secondary caregiver leave, phased back to work, fertility coverage and back-up child care.

TPG has enhanced these benefits to make TPG a place where women, working families and LGBTQ+ employees have madethe resources they need to build a concerted effortlong-term career. TPG offers gender-neutral parental leave, and TPG’s health insurance benefits cover same-sex and opposite-sex domestic partners and transgender health care. For five consecutive years, TPG has received a perfect score of 100 on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index, the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality.

Education and Engagement

In furtherance of TPG’s goal of developing an inclusive workforce, over the past few years, TPG has held firm-wide unconscious bias training, anti-harassment training and radical candor training. TPG has also launched “Talks@TPG,” which are talks hosted by TPG’s senior leadership that focus on critical diversity, equity and inclusion topics as well as topics such as mental health, work-life balance and building resiliency. TPG employees are encouraged to engage with our stockholders both during and outside the proxy seasonsupport one another through TPG’s affinity groups, which include Asian, Black, Hispanic, LGBTQ+, Veterans and Women groups that were formed to cultivate and retain a diverse, equitable and inclusive workforce.

Corporate Social Responsibility

TPG is committing to investing in orderlocal communities and engaging TPG employees and other stakeholders in making a meaningful impact, whether through charitable donations or volunteer time. TPG hosts a wide range of volunteering opportunities and other philanthropic endeavors, including serving meals at local shelters, mentoring local students, coordinating delivery of care packages to haveU.S. troops and athletic events in support of local charities. Additionally, TPG participates in corporate sponsorships and partnerships and offers a better understandingdonation matching program.

Governance

For a detailed description of their perspectives on our Company, including matters of corporate governance and executive compensation, as well as our strategies and performance. This dialogue has helped informpolicies, please see the board’s decision-making and ensures our interests remain well-aligned with those of our stockholders.description elsewhere in this “Corporate Governance” section.

Executive OfficersEXECUTIVE OFFICERS

The following sets forth the positions, ages as of April 1, 2018 and selected biographical information for our executive officers foras of April 1, 2022. On January 28, 2022, we announced that the fiscal year ended December 31, 2017. Ms. Guggenheim’sboard of directors had appointed Doug Bouquard as our chief executive officer and elected him as a director, in each case effective as of April 25, 2022. Mr. Bouquard’s biographical information is provided in the section of this Proxy Statement entitled “Proposal 1 — 1—Election of Directors.”

attorney in the New York office of Cravath, Swaine & Moore LLP, where he practiced in the areas of mergers and acquisitions, leveraged finance, and securities. Mr. Coleman graduated summa cum laude from Wake Forest University with a B.A. in Economics and was elected to Phi Beta Kappa. He earned a J.D. from Yale Law School, where he served as an editor of the Yale Law Journal and as the editor-in-chief of the Yale Journal on Regulation.

Robert R. Foleyhas served as our chief financial and risk officer since August 2015. Mr. Foley has also served as a business unit partner of TPG Real Estate since January 2019, and as a managing director of TPG and a member of our Manager’s investment committee since August 2015. Mr. Foley joined TPG Real Estate and our company in August 2015 from TPG Sixth Street Partners, where from April 2013 until August 2015 he directed credit-based investment activity in U.S. commercial real estate for TPG’sthis $60 billion assets under management special situations and credit investment platform from September 2014 to August 2015.formerly affiliated with TPG. Mr. Foley is an experienced commercial real estate principal investor and business builder, with more than 3034 years of commercial real estate financeindustry experience. Mr. Foley was a co-founder, chief financial officer, and later chief operating officer of Gramercy Capital Corp. (NYSE: GPT), formerly a publicly-traded REIT with debt and net lease investments throughout the U.S. which was acquired by affiliates of Blackstone Real Estate Partners VIII, LP in October 2018. Prior to his tenure with Gramercy Capital Corp., Mr. Foley was co-head of high yield commercial real estate debt investing for Goldman Sachs & Co.’s special situations group, and led the domestic commercial real estate capital markets business at Bankers Trust Company (since merged with Deutsche Bank). He began his career with Touche Ross & Co. in its San Francisco office. Until recently, Mr. Foley serves on the Executive Committee, and previously served on the Board of Governors, and Executive Committee of the Commercial Real Estate Finance Council and chaired its governmental policy committee.Council. He is a full member of the Urban Land Institute and co-chair of one of its product councils, the Zell-LurieStanford Real Estate Center, the Samuel Zell and Robert Lurie Real Estate Center at The Wharton School of the University of Pennsylvania, the Stanford Real Estate Center, and the Real Estate Lenders Association. He earned B.A. degrees in Economics and Political Science from Stanford University, an M.B.A. from The Wharton School of the University of Pennsylvania, and is a certified public accountant (inactive(inactive) in California).California.

Peter Smith has served as our vice president since November 2016.2016 and as our chief investment officer since January 2020. Mr. Smith has also served as a business unit partner of TPG Real Estate since January 2019 and a managing director of TPG and a member of our Manager’s investment committee since November 2016. Mr. Smith has more than 2530 years of commercial real estate debt financing experience, including transitional loans, mezzanine loans, long-term fixed rate loans, loan portfolio acquisitions, and workouts and restructurings. Prior to joining TPG in November 2016, Mr. Smith was a managing director at Ladder focusing on loan originations. Mr. Smith’s prior experience includes senior positions with Ladder Capital, Credit Suisse, UBS, Credit Suisse First Boston and Heller Financial. Mr. Smith is a graduate of the University of Michigan from which he earned a B.B.A. in Accounting.

Deborah Ginsberg has served as our secretary and vice president and secretary since November 2016 and as our general counsel since January 1, 2018. Ms. Ginsberg has also served as a business unit partner of TPG Real Estate since January 2022 and a managing director of TPG and a member of our Manager’s investment committee since May 2016. Prior to joining TPG in May 2016, she was a principal with Blackstone Real Estate Debt Strategies, an affiliate of the Blackstone Group L.P., in New York and London from December 2012 to March 2016. While at Blackstone, she was responsible for legal structuring, due diligence, loan closing processes, and documentation for all real estate debt investments for the firm’s private equity funds and mortgage REIT. Prior to Blackstone, Ms. Ginsberg was a director at CT Investment Management Co., LLC, a commercial real estate investment manager that was wholly-owned by Capital Trust, Inc. (NYSE: CT) which was acquired by Blackstone in December 2012, where she was responsible for all legal aspects of structuring, closing,

and asset management ofmanaging the firm’s real estate debt investments. Before joining Capital Trust, Inc. in 2006, Ms. Ginsberg practiced law in the real estate group at Sidley Austin LLP. Ms. Ginsberg received a B.S. from Cornell University and a J.D., cum laude, from the Benjamin N. Cardozo School of Law. Ms. Ginsberg is a membercurrently serves on the Board of Governors of the Commercial Real Estate Finance Council and is a member of the WX New York Women Executives in Real Estate and ispreviously served on the Board of Directors of the NY Private Equity Network—Network — Real Estate.

Matthew ColemanBrandon Fox has served as our vice presidentchief accounting officer since February 2016.January 2022. Mr. ColemanFox has been a principal with TPG since June 2021. From December 2019 to June 2021, Mr. Fox was the head of corporate accounting

for Oaktree Capital Management, L.P. (NYSE: OAK-PA; OAK-PB), where he was responsible for management company accounting, assets under management, accounting policy and financial reporting requirements of the firm. From July 2018 to December 2019, Mr. Fox was a Senior Director in TPG’s Business Unit Finance department, and from May 2017 to July 2018 Mr. Fox was a Director in TPG’s Financial Reporting & Accounting Policy department. From December 2007 to May 2017, Mr. Fox served in various accounting, financial planning and analysis, and capital markets related roles at Healthpeak Properties, Inc. (NYSE: PEAK) (formerly HCP, Inc.). Mr. Fox received an MBA with concentrations in corporate finance and strategy from the University of Chicago Booth School of Business and BS degrees in accountancy and information systems from California State University Long Beach. He is a partner of TPG and TPG Real Estate and the chief operating officer of TPG Real Estate and is basedCertified Public Accountant (inactive) licensed in San Francisco. Before joining TPG in 2012, Mr. Coleman was the general counsel of the real estate private equity group at D. E. Shaw & Co., L.P. From 2000 through 2005, Mr. Coleman was an attorney in the New York office of Cravath, Swaine & Moore LLP, where he practiced in the areas of mergers and acquisitions, leveraged finance, and securities. Mr. Coleman graduated summa cum laude from Wake Forest University with a B.A. in Economics and was elected to Phi Beta Kappa. He earned a J.D. from Yale Law School, where he served as an editor of the Yale Law Journal and as the editor-in-chief of the Yale Journal on Regulation. Mr. Coleman currently serves on the Boards of Directors of AV Homes, Inc. (NASDAQ: AVHI) and Bluegrass Senior Living.California.

EXECUTIVE COMPENSATIONCOMPENSATION

Compensation Discussion and Analysis

Overview

The following individuals were our named executive officers as offor the year ended December 31, 2017:2021:

None of our named executive officers are employees of the Company. We do not have any employees, and we are managed by our Manager, TPG RE Finance Trust Management, L.P., pursuant to our Management Agreement. Our Manager is an affiliate of TPG Real Estate. Our named executive officers are TPG Real Estate professionals who are employed by affiliates of our Manager. TPG makes our named executive officers available to our Manager, and our Manager provides them to us pursuant to our Management Agreement. Because our Management Agreement provides that our Manager is responsible for managing our affairs, our executive officers do not receive cash compensation from us or any of our subsidiaries for serving as our executive officers. Instead, we pay our Manager a base management fee equal to the greater of $250,000 per annum and 1.50% per annum of our “equity,” as such term is defined in our Management Agreement. Our Manager may also be entitled to certain incentive compensation, in an amount determined pursuant to our Management Agreement and based on our “core earnings” and “equity,” as such terms are defined in our Management Agreement. No portion of the base management fee or any incentive compensation paid to our Manager is specifically allocated to compensation paid by our Manager or its affiliates to our named executive officers. For further details regarding the payments to our Manager, see “Certain Relationships and Related Person Transactions.”

We do not have agreements with any of our executive officers regarding their cash compensation, nor do we make any decisions regarding their cash compensation, employee benefits, or other types of compensation paid to the executives by our Manager and its affiliates. Additionally, our Management Agreement does not require that our named executive officers devote a specific percentage of their time to our business. Notwithstanding the foregoing, we are required by our Management Agreement to reimburse our Manager for the allocable share of the compensation (including, without limitation, annual base salary, bonus, any related tax withholdings, and employee benefits) paid to Mr. Foley, our chief financial and risk officer, who dedicates a substantial portion of his time to us, based on the percentage of his time spent managing our affairs.

TPG’s compensation program for our named executive officers is principally comprised of the following elements of compensation, which compensate the named executive officers not only for their service to our business, but also to other interests of our Manager: (a) a fixed annual base salary, (b) an annual cash bonus payment tied to the performance of the named executive officer and the applicable business functions for which the named executive officer is primarily responsible (c) certain awards based on shares of our Class A common stock that our Manager acquired from us prior to the completion of our initial public offering and granted to our named executive officers in part as compensation for services provided to us, and (d)(c) participation in various employee benefit plans and programs. For context of our named executive officers’ compensation, we estimate that the aggregate cash compensation paid by TPG to our named executive officers that may reasonably be associated with their management of us for the year ended December 31, 2021 totaled approximately $8.9 million. This aggregate amount represents approximately 41% of the $20.8 million of base management fees incurred by us to our Manager for the year ended December 31, 2021. No incentive fees were incurred by us to our Manager for the year ended December 31, 2021. Of thisthe aggregate cash compensation paid by TPG to our named executive officers in 2021 that was reasonably associated with their management of our company, approximately 29% is allocated to19%

represents fixed pay (e.g., base salary and benefits)salary) and approximately 71% is allocated to81% represents variable or incentive pay (e.g., annual cash bonus and equity awards)bonus). Our Manager did not utilize any fixed performance metrics to determine the amount of variable compensation payable to our named executive officers in 2017,2021, but rather considered a range of various factors, including but not limited to, the performance of the named executive officers, the performance of the applicable business functions for which the

named executive officers are primarily responsible, the performance of our common stock, market conditions, growth in our business and the credit quality of our loan investment portfolio, and the completion of our initial public offering in 2017.  portfolio.

Equity-Based Compensation

In the discretion of our compensation committee, we may also grant equity-based awards pursuant to our 2017 Equity Incentive Plan (the “2017 Equity Incentive Plan”) to our and our affiliates’ directors, officers, employees (if any) and consultants, and the members, officers, directors, employees and consultants of our Manager or its affiliates. Our 2017 Equity Incentive Plan provides for the grant of equity-based awards relating to our common stock, including options to purchase shares of common stock, stock appreciation rights, common stock, restricted stock, restricted stock units, performance awards, substitute awards and other equity-based awards (including LTIP Units (as defined in the 2017 Equity Incentive Plan)) to our and our affiliates’ directors, officers, employees (if any) and consultants, and the members, officers, directors, employees and consultants of our Manager or its affiliates, as well as to our Manager, other entities that provide services to us and our affiliates, and the employees of such entities. These awards are intended to align the recipients’ interests with those of our stockholders. Our compensation committee, in consultation with our compensation consultant, FTI Consulting, Inc.,FPL Advisory Group, determines the types and amounts of any equity-based compensation awards to be granted to our named executive officers under our 2017 Equity Incentive Plan. This determination is based on a number of factors, including but not limited to, the financial performance of the Company during the previous fiscal year, risk management policies of the Company, progress towards achieving the Company’s strategic goals, growth in assets, the performance of our common stock, the performance of each named executive officer, and market conditions. In December 2017, following our initial public offering,2021, our compensation committee made grants of restricted stock units to certain of our named executive officers pursuant to our 2017 Equity Incentive Plan, which generally vest ratably in four annual installments beginning on June 30, 2018;2022; this decision was based on the process and factors described above, but was also informed by discussions with human capital experts from TPG. These grants are described in more detail below under “Compensation Discussion and Analysis“Executive Compensation – Grants of Plan-Based Awards for 2017.2021.”

Say-on-Pay Vote and Say-on-Frequency

The awards described inAt our 2021 annual meeting of stockholders (the “2021 Annual Meeting”), we provided our stockholders with the immediately preceding paragraph were granted by us and not by our Manager, which may, in its discretion, grantopportunity to TPG employees separate awards basedapprove, on sharesa non-binding, advisory basis, the compensation of our Class A common stock thatnamed executive officers, as disclosed in our Manager acquired from us priorproxy statement for the 2021 Annual Meeting. More than 97.5% of the votes cast at the 2021 Annual Meeting voted to approve our executive compensation. Our compensation committee reviewed the completionresults of our initial public offering.  Awards based on sharesthis advisory say-on-pay vote and considered it in making grants of our Class A common stock made by our Managerequity-based compensation awards to our named executive officers are subjectin 2021.

At our 2018 annual meeting of stockholders (the “2018 Annual Meeting”), we provided our stockholders with the opportunity to vesting and are not made pursuant to our 2017 Equity Incentive Plan. Our compensation committee does not review or approve our Manager’s awards basedindicate whether we should hold an advisory vote on shares of our Class A common stock, but is informed by the Manager of their awards and does consider such awards when making grants of equity-based awards pursuant to our 2017 Equity Incentive Plan.  TPG determines the amounts of any awards based on shares of our Class A common stock held by our Manager to our named executive officers and other recipients. In December 2017, our Manager made grants of restricted shares of our Class A common stock pursuant to its own equity incentive plan to certain TPG personnel, including our named executive officers, inofficers’ compensation every one, two, or three years. Based on the following amounts and which vest ratably in four annual installments beginning on June 30, 2018:  Ms. Guggenheim (20,576), Mr. Foley (12,860), Mr. Smith (7,716), Ms. Ginsberg (7,716), and Mr. Coleman (5,144). These awards were grantedpreference expressed by our Managerstockholders, as well as other factors, our board of directors decided to compensate theconduct an advisory vote on executive officers for their services to our Manager and its affiliates, including services that benefited the Company in connection with our initial public offering. We are not responsible for reimbursing our Manager for any costs associated with its grants of awards based on shares of our Class A common stock held by our Manager to our executive officers or any other employees of our Manager or its affiliates.compensation annually.

Summary CompensationCompensation Table

The following table sets forth the compensation paid to or accrued by those named executive officers for whom we are able to quantify such compensation for services the named executive officer rendered to us during the fiscal years presented.

or upon a change of control. However, pursuant to the restricted stock unit award agreements that the Company entered into with certain of our named executive officers in 2017,2019 and 2018 (as amended), upon a qualifying termination of employment, the holder of the restricted stock unit award will either become 100% vested or be allowed to continue to vest in such award throughout the original vesting schedule (depending on the nature of the termination), subject to the named executive officer’s compliance with certain restrictive covenants. More specifically, pursuant to the 2019 and 2018 award agreements, if the executive’s termination is under circumstances characterizing him or her as a “Type I Leaver” (which is defined as a termination (i) due to the executive’s death, disability, or qualifying retirement or (ii) by our Manager or its affiliates for any reason other than for “cause,” a breach of restrictive covenants, or as a result of a “constructive departure”), the executive will be permitted to continue to vest in the shares of restricted stock units granted by us pursuant to our 2017 Equity Incentive Plan, subject to the executive’s compliance with certain confidentiality, non-solicitation, non-competition, and other restrictive covenants.

covenants, except in the case of the executive’s death or disability occurring during his or her employment or following retirement, in which case vesting will be immediately accelerated. In 2020, we entered into new restricted stock unit award agreements with certain of our named executive officers that narrowed the scope of a qualifying termination such that if the awardee incurs a disability or upon the cessation of the awardee’s services as a result of awardee’s death, the restricted stock unit award will become 100% vested immediately. Assuming that a qualifying termination had occurred on December 31, 2021, the value for each of our named executive officers of the number of the restricted stock units granted by us pursuant to our 2017 Equity Incentive Plan that would be eligible for the accelerated or continued vesting described in this paragraph is the value reported above in the “Outstanding Equity Awards at 2021 Fiscal Year End” table.

For purposes of the foregoing, “cause” means (i) an indictment of a felony or other crime involving moral

turpitude; (ii) a material breach of any employment agreement, offer letter, or similar agreement governing the executive’s services with our Manager or its affiliates, (iii) a material failure to perform the duties reasonably assigned to the executive (other than as a result of death or disability), (iv) any misconduct, fraud, embezzlement, theft or misappropriation, or (v) gross negligence in connection with the executive’s services. A “constructive departure” occurs when there is a material and sustained dereliction of duties or other egregious conduct that would customarily result in a termination of services.

“Disability” means an individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or be expected to last for a continuous period of not less than 12 months. An executive will be eligible for “retirement” after reaching age 65 with at least five years of service.

As of December 31, 2017,2021, the number of shares of restricted stock units granted by us pursuant to our 2017 Equity Incentive Plan that are subject to these provisions is as follows: Ms. Guggenheim (12,860)(92,699), Mr. Coleman (166,702), Mr. Foley (11,831)(90,831), Mr. Smith (22,119)(148,313), and Ms. Ginsberg (5,916), and Mr. Coleman (0)(46,971).

We are not obligated to make any payments or accelerate vesting of any outstanding equity-based compensation awards upon a change in control.

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of Matt Coleman, our president, to the median annual total compensation of other employees providing services to us. As disclosed in the “Compensation Discussion and Analysis” section above, Mr. Coleman did not receive any direct cash compensation from us or our Manager allocated solely for services as our president, and we did not reimburse our Manager or any of its affiliates for the compensation paid to Mr. Coleman. Because we did not pay or provide reimbursement of any direct compensation provided to Mr. Coleman, nor to all other employees providing services to us, we are unable to calculate and provide a ratio of the median employee’s annual total compensation to the total annual compensation of Mr. Coleman.

DIRECTOR COMPENSATION

2021 Director Compensation

Our director compensation program during the fiscal year ended December 31, 2021 consisted of an annual base director’s fee of $125,000 for each of our non-management directors. These annual base director’s fees were paid half in cash and half in equity-based awards under our 2017 Equity Incentive Plan. In addition, each non-management director who chaired the audit, compensation, and nominating and corporate governance committees received an additional annual cash payment of $15,000, $10,000 and $10,000, respectively. Members of the audit, compensation, and nominating and corporate governance committees also received an additional annual cash payment of $10,000, $5,000 and $2,500, respectively. We also reimbursed all members of our board of directors for their travel expenses incurred in connection with their attendance at full board and committee meetings. Our directors are also eligible to receive equity-based awards under our 2017 Equity Incentive Plan. Our lead independent director also received an additional annual cash payment of $10,000.

The following table reflects information concerning the compensation of our directors earned during the last completed fiscal year ended December 31, 2021. Directors who are also officers of the Company do not receive any additional compensation for their services on our board of directors.

Fees Earned or Paid in Cash

The amounts reflected in the “Fees Earned or Paid in Cash” column of the 2021 Director Compensation Table include annual cash retainer fees, and if applicable, committee fees, all as described above. Dollar amounts are comprised as follows:

Stock Awards

With respect to Mr. Gillmore, Mr. Schuster, Ms. Silverstein, Mr. Smith and Mr. White, the amounts reflected in the “Stock Awards” column of the 2021 Director Compensation Table are the aggregate grant date fair value of deferred stock units granted to such directors during 2021 and calculated pursuant to FASB ASC Topic 718, disregarding any potential forfeitures. See “Note 2 — Summary of Significant Accounting Policies” and “Note 14 — Share-Based Incentive Plan” to the consolidated financial statements in our 2021 Annual Report on Form 10-K filed with the SEC on February 23, 2022 for additional details regarding assumptions underlying the value of these awards.

These grants were 100% vested on the grant date, but are subject to the restrictions set forth in the award agreements for the deferred stock units. Subject to the terms of the award agreements, the shares of common stock underlying the deferred stock units will be delivered to each of these directors on the date of such director’s “Separation from Service” (as defined in the award agreements). As of December 31, 2021, each of these directors held 23,549 outstanding deferred stock units, which includes dividends paid in the form of 4,156 additional deferred stock units (other than Mr. Schuster, who held 3,244 outstanding deferred stock units). The dividends paid in the form of additional deferred stock units are not included in the deferred stock unit award values reflected in the “Stock Awards” column of the 2021 Director Compensation Table.

The 2021 deferred stock unit grants were as follows:

Mr. Banyasz and Mr. Davis did not receive any equity-based compensation for their service on our Board. However, as of December 31, 2021, each of these directors held 10,288 outstanding restricted stock units granted to such directors during 2021 (37,138 total outstanding restricted stock units granted during 2019, 2020, and 2021 in the aggregate) to compensate Messrs. Banyasz and Davis for services benefitting the Company, which are subject to vesting ratably in four annual installments (three annual installments for the restricted stock units granted in 2020) on each June 30 following the date of grant.

Mr. Banyasz and Mr. Davis also held restricted shares of our common stock awarded directly from our Manager, the vesting of which was accelerated in 2021. As a result, all unvested restricted shares of our common stock awarded directly from our Manager held by Mr. Banyasz and Mr. Davis became fully vested in 2021.

Change to Director Compensation Program

In the first quarter of 2022, the compensation committee undertook a review of our director compensation program for non-management directors in comparison to our peer group. Based on this review, and after consulting with FPL Advisory Group, an independent compensation consultant, the compensation committee recommended, and the Board subsequently unanimously approved, an increase in the total annual base director’s fee for each non-management director from $125,000 to $175,000, effective as of March 7, 2022. Also effective in 2022, with respect to new DSU awards, dividends that accrue on the shares that are subject to outstanding DSUs are to be paid concurrently with cash dividends paid to stockholders. The other elements of our director compensation program have not been changed.

Equity Compensation Plan InformationEQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of December 31, 2017,2021, relating to our equity compensation plans pursuant to which shares of our common stock or other equity-based awards may be granted from time to time:

DIRECTOR COMPENSATION

Our director compensation program consists of an annual base director’s fee of $125,000 for each of our non-management directors. These annual base director’s fees are payable half in cash and half in equity-based awards under our 2017 Equity Incentive Plan. In addition, each non-management director who chairs the audit, compensation, and nominating and corporate governance committees receives an additional annual cash payment of $15,000, $10,000 and $10,000, respectively. Members of the audit, compensation, and nominating and corporate governance committees also receive an additional annual cash payment of $10,000, $5,000 and $2,500, respectively. We also reimburse all members of our board of directors for their travel expenses incurred in connection with their attendance at full board and committee meetings. Our non-management directors are also eligible to receive equity-based awards under our 2017 Equity Incentive Plan.

The following table reflects information concerning the compensation of our non-management directors earned during the last completed fiscal year ended December 31, 2017.   Directors who are also officers of the Company do not receive any additional compensation for their services on our board of directors.

2017 Director Compensation

SECTION 16(A)SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, certain executive officers and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC.

Based solely on our review of Forms 3, 4 and 5 and amendments thereto available to us and other information obtained from our directors, executive officers and certain 10% stockholders or otherwise available to us, we believe that, with respect to the fiscal year ended December 31, 2017, no director, executive officer or beneficial owner of more than 10% of our common stock failed to file on a timely basis a report required pursuant to Section 16(a) of the Exchange Act.

Security Ownership of Certain Beneficial Owners and ManagementOWNERS AND MANAGEMENT

As of March 26, 2018,30, 2022, there were a total of 59,020,61377,183,892 shares of our common stock issued and outstanding and 1,154,547 shares of our Class A common stock issued and outstanding. The following table sets forth, as of March 26, 2018,30, 2022, certain information with respect to the beneficial ownership of our stock, by:

Such information (other than with respect to our directors and executive officers) is based on a review of statements filed with the SEC pursuant to Sections 13(d), 13(f), 13(g) and 13(g)16 of the Exchange Act with respect to our stock. Except as noted below, the shares beneficially owned are shares of our common stock and the address for all beneficial owners in the table below is 888 Seventh Avenue, 35th Floor, New York, NY 10106.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Certain Relationships and Related Person Transactions

Agreements Relating to Our Formation Transaction