UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549










FORM 10-K/A

Amendment No. 1










| | x | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2014



or



| |  ̈ | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the
transition period from          to         .



Commission File No. 1-32248










GRAMERCY PROPERTY TRUST INC.

(Exact name of registrant as specified in
its charter)










|Maryland                        | 06-1722127         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)



|                                                    
|----------------------------------------------------
|521 Fifth Avenue, 30th Floor, New York, NY 10175    
|(Address of principal executive offices) (Zip Code) 
|                                                    
|(212) 297-1000                                      
|(Registrant’s telephone number, including area code)








Securities registered pursuant to Section 12(b)
of the Act:



|Title of Each Class               |  | Name of Each Exchange on Which Registered
|--------------------------------- |  | -----------------------------------------
|Common Stock, $0.001 Par Value    |  | New York Stock Exchange                  
|Series B Cumulative Redeemable    |  |                                          
|Preferred Stock, $0.001 Par Value |  | New York Stock Exchange                  



Securities registered pursuant to Section 12(g)
of the Act: None








Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YesxNo ̈



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ̈ | Accelerated filerx                            | Non-accelerated filer ̈ | Smaller reporting company ̈
|------------------------ | --------------------------------------------- | ---------------------- | --------------------------
|                         |                                               |                        |                           
|                         | (Do
not check if a smaller reporting company)



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ̈Nox



As of February 27,
2015, there were 188,016,355 shares of the Registrant’s common stock outstanding. The aggregate market value of common stock
held by non-affiliates of the registrant (115,121,819 shares) at June 30, 2014, was $696,487,005. The aggregate market value was
calculated by using the closing price of the common stock as of that date on the New York Stock Exchange, which was $6.05 per share.








DOCUMENTS INCORPORATED BY REFERENCE

None.















EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A
(this “Form 10-K/A”) amends the Annual Report on Form 10-K for the year ended December 31, 2014 of Gramercy
Property Trust Inc. filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2015
(the “Original Form 10-K”). This Form 10-K/A is being filed to include certain information that was to be incorporated by
reference from our definitive proxy statement (pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”)) for our 2015 Annual Meeting of Stockholders (the “2015 Proxy
Statement”). This Form 10-K/A hereby amends and restates in their entirety Items 10 through 14 of Part III of the
Original Form 10-K as well as the cover page to remove the statement that information is being incorporated by reference from
the 2015 Proxy Statement.



Except as otherwise expressly noted herein
and the filing of related certifications, this Form 10-K/A does not amend any other information set forth in the Original Form
10-K, and we have not updated disclosures contained therein to reflect any events that occurred at a date subsequent to the date
of the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and our other
filings with the SEC.



Unless the context requires otherwise, all
references to “Gramercy,” “our Company,” “we,” “our” and “us” mean
Gramercy Property Trust Inc., a Maryland corporation, and one or more of its subsidiaries, including GPT Property Trust LP (our
“Operating Partnership”).













GRAMERCY PROPERTY TRUST INC.

FORM 10-K/A





TABLE OF CONTENTS



|10-K/A PART AND ITEM NO. | Page                                                                                          
|------------------------ | ----------------------------------------------------------------------------------------------
|                         |                                                                                               
|PART III                 |                                                                                               
|                         |                                                                                               
|ITEM 10.                 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                        
|                         |                                                                                               
|ITEM 11.                 | EXECUTIVE COMPENSATION                                                                        
|                         |                                                                                               
|ITEM 12.                 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|                         |                                                                                               
|ITEM 13.                 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                     
|                         |                                                                                               
|ITEM 14.                 | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                        
|                         |                                                                                               
|PART IV                  |                                                                                               
|                         |                                                                                               
|ITEM 15.                 | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                       















Part III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 
|-------- | ------------------------------------------------------ | 



The following table and biographical descriptions
set forth certain information with respect to the nominees for election as directors at the 2015 annual meeting of common stockholders,
based upon information furnished by each director. Following biographical information for the director nominees, we have provided
information regarding the specific experience, qualifications, attributes, or skills that have led us to determine that he should
serve as a director on our Board of Directors.



|Name               |  | Age |  | Director Since
|------------------ |  | --- |  | --------------
|Nominee Directors  |  |     |  |               
|Allan J. Baum      |  | 59  |  | 2004          
|Gordon F. DuGan    |  | 48  |  | 2012          
|Thomas D. Eckert   |  | 67  |  | —             
|Gregory F. Hughes  |  | 52  |  | 2012          
|Jeffrey E. Kelter  |  | 60  |  | 2004          
|Charles S. Laven   |  | 63  |  | 2004          
|William H. Lenehan |  | 38  |  | 2012          



Nominees for Election



Allan J. Baum. Mr. Baum has
served as one of our directors since August 2004. Mr. Baum previously served as our Lead Independent Director from June 2012 until
January 2014 and as Chairman of a special committee of our Board, and currently serves as a member of our Audit and Compensation
Committees. Mr. Baum retired from Credit Suisse First Boston (“CSFB”) in 2002, where he was a Managing Director and
head of the structured finance unit for commercial mortgage-backed securities. Prior to his ten years with CSFB, Mr. Baum served
as a Vice President in the Real Estate Investment Bank of Citicorp, and held positions in the tax-exempt housing finance and taxable
mortgage finance areas of Merrill Lynch, Pierce, Fenner & Smith Incorporated. Mr. Baum also currently serves as a director
of Community Development Trust, a for-profit, mission-oriented real estate investment trust. He previously served as Vice President
of the Commercial Mortgage Securities Association. In addition, Mr. Baum served as a director for National Consumer Cooperative
Bank, a cooperative financial institution which primarily provides financial services to eligible cooperative enterprises, and
also served on its audit committee. Mr. Baum received a B.A. degree in Government/Urban Studies from Dartmouth College in 1978
and an M.B.A. in Finance from Columbia University Graduate School of Business in 1983. Mr. Baum’s qualifications to serve
on our Board include his executive experience at CSFB and Citicorp, his relevant experience serving on the boards and audit committees
for a real estate investment trust and a financial institution and his extensive experience of over 20 years in commercial real
estate investment banking.



Gordon F. DuGan. Mr. DuGan
has been our Chief Executive Officer and served as one of our directors since July 2012. Mr. DuGan has over 20 years
of senior management experience in the real estate industry. From June 2011 to June 2012, he served as Global Head of Equity Real
Estate for a wholly-owned subsidiary of Annaly Capital Management (NYSE: NLY), a mortgage REIT. From June 2010 to June 2011, Mr. DuGan
served as Managing Partner of Northcliffe Asset Management (“Northcliffe”), which managed net leased commercial real
estate on behalf of private investors. From May 2004 to July 2010, he was Chief Executive Officer of W. P. Carey & Co. LLC
(NYSE: WPC) (“W. P. Carey”), a global investment firm with approximately $12.5 billion of assets under management,
and considered to be one of the leading providers of net leased financing for corporate properties. Prior to that, Mr. DuGan
served in various capacities with W.P. Carey, including as a director, as President and as Head of Investments. Mr. DuGan
is a member of the Advisory Boards of India 2020 Limited, a private equity firm investing in India, and of the Innocence Project.
Mr. DuGan received his B.S. degree in Economics from the Wharton School at the University of Pennsylvania. Mr. DuGan’s
qualifications to serve on our Board include his extensive leadership skills, executive experience, and his prior board experience.



Thomas D. Eckert. Mr. Eckert
is a new director nominee. Mr. Eckert served as Chairman, and previously from 1997 to 2011 served as President and Chief Executive
Officer, of Capital Automotive Real Estate Services, Inc. (“Capital Automotive”), a privately owned real estate company
that owns and manages net-leased real estate for automotive retailers. Mr. Eckert was one of Capital Automotive’s founders
and led its IPO in February 1998. Mr. Eckert also served as a trustee of Capital Automotive from its founding until December
2006, when it was taken private. From 1983 to 1997, Mr. Eckert was employed by Pulte Home Corporation, a U.S. homebuilder, serving
most recently as President of Pulte’s Mid-Atlantic region. Prior to working at Pulte, Mr. Eckert spent over seven years with
the public accounting firm Arthur Andersen LLP. Mr. Eckert is currently a member of three public company boards, including (i)
Chesapeake Lodging Trust (NYSE: CLT), an owner of luxury hotels, where he serves as the chairman of the audit committee and as
a member of the compensation committee; (ii) DuPont Fabros Technology (NYSE: DFT), an owner, developer and manager of wholesale
data centers, where he serves as chairman of the compensation committee and as a member of the audit committee; and (iii) NVR,
Inc. (NYSE: NVR), one of the largest homebuilders in the USA, where he serves as chairman of the compensation committee. From April
2012 until April 2015, he also served as a trustee of The College Foundation of the University of Virginia. In addition, Mr. Eckert
served as Chairman of the Board of The Munder Funds, a $10 billion mutual fund group, until its recent acquisition by Victory Capital
Holdings, Inc. in October 2014, and served as a trustee of The Victory Funds, a $20 billion mutual fund group, until February 2015.
Mr. Eckert received his bachelor’s degree in Business Administration from the University of Michigan in 1970. Mr. Eckert’s
qualifications to serve on our Board include his extensive experience in the real estate industry, including as a chief executive
officer of a publicly traded REIT. Mr. Eckert was recommended for nomination by our Chief Executive Officer as well as a non-executive
director.





1







Gregory F. Hughes. Mr. Hughes
has served as one of our directors since December 2012. He is Chairman of our Audit Committee and a member of our Nominating and
Corporate Governance Committee. Mr. Hughes served as our Chief Credit Officer from 2004 to 2008. From November 2010 to present,
Mr. Hughes has been a Principal for Roscommon Capital Limited Partnership, a financial advisory and investment firm. He served
as Chief Financial Officer of SL Green Realty Corp. (“SL Green) from 2004 to 2010 and as its Chief Operating Officer from
2007 to 2010. Prior to joining SL Green, Mr. Hughes was Managing Director and Chief Financial Officer of the private equity
real estate group at JP Morgan Partners. Before that, Mr. Hughes was a Partner and Chief Financial Officer of Fortress Investment
Group, an investment and asset management firm. Prior to that, he served as Chief Financial Officer of Wellsford Residential Property
Trust and Wellsford Real Properties. Prior to that, Mr. Hughes worked at Kenneth Leventhal & Co., a public accounting
firm specializing in real estate and financial services. Mr. Hughes received a B.S. degree in Accounting from the University
of Maryland. Mr. Hughes’ qualifications to serve on our Board include his extensive experience serving as an officer
for various public companies and his financial and accounting skills.



Jeffrey E. Kelter. Mr. Kelter
has served as one of our directors since August 2004. He is Chairman of our Compensation Committee and a member of our Investment
Committee. Mr. Kelter is a Founding Partner and Chief Executive Officer of KTR Capital Partners (“KTR”), a private
industrial real estate investment company, and serves on KTR’s Investment Committee.Prior to founding KTR, Mr. Kelter
was President, Chief Executive Officer, and a trustee of Keystone Property Trust (“Keystone”), an industrial REIT.
Mr. Kelter founded Keystone’s predecessor, Penn Square Properties, Inc., in 1982 and took the company public in 1997.
Since February 2014, Mr. Kelter has served on the Board of Directors of Starwood Waypoint Residential Trust (NYSE: SWAY), a single-family
rental homes real estate investment trust. He is also a trustee of The Urban Land Institute, Cold Spring Harbor Laboratory, Westminster
School and Trinity College, where he received a B.A. in Urban Studies. Mr. Kelter’s qualifications to serve on our Board
include his experience as a commercial real estate executive and his prior board experience.



Charles S. Laven. Mr. Laven
has served as one of our directors since August 2004. He is the Chairman of our Nominating and Corporate Governance Committee and
a member of our Audit and Compensation Committees. Since July 2003, Mr. Laven has been the President of Forsyth Street Advisors LLC,
a private real estate finance and consulting company based in New York. Previously, Mr. Laven was a partner of Hamilton, Rabinovitz, &
Alschuler, Inc., a financial, policy and management consulting firm. He also served as principal of Caine Gressel Midgley
Slater Incorporated and Charles Laven and Associates. Mr. Laven serves as chairman of the Urban Homesteading Assistance Board
and as a director for Citizens Housing and Planning Council. Mr. Laven holds a B.S. degree in Architectural Design from the
Massachusetts Institute of Technology. Mr. Laven was a Loeb Fellow in Advanced Environmental Affairs at the Harvard University
School of Design. Mr. Laven is an Adjunct Professor of Real Estate at Columbia University’s Graduate School of Architecture
Planning and Preservation and has been a member of the faculty of Columbia University since 1981. Mr. Laven’s qualifications
to serve on our Board include his leadership skills, extensive experience as a real estate professional and his prior board experience
at various companies and organizations.



William H. Lenehan. Mr. Lenehan
has served as one of our directors since January 2012. He is Chairman of our Investment Committee and a member of our Nominating
and Corporate Governance Committee. From June 2012 to August 2014, Mr. Lenehan served as a special advisor to the Board of Directors
of Evoq Properties Inc. (OTC US: EVOQ), a real estate development company. From June 2011 to December 2011, Mr. Lenehan
was the Interim Chief Executive Officer of Granite REIT (formerly MI Developments, Inc.) (NYSE: GRP.U), a Canadian based real
estate investment trust, and served as a member of that company’s Board of Directors and its Strategic Review Committee.
From August 2001 to February 2011, Mr. Lenehan was an investment professional at Farallon Capital Management, L.L.C. Mr. Lenehan
has served on the Board of Directors of Stratus Properties Inc. (NASDAQ: STRS), a real estate development company, since May
2012 and on the Board of Directors of Darden Restaurants, Inc. (NYSE: DRI), an owner and operator of restaurants, since October
2014. Mr. Lenehan has a B.A. in economics and classics from Claremont McKenna College. Mr. Lenehan’s qualifications
to serve on our Board include his extensive real estate investment and management experience and public company director experience.



Biographical Information Regarding Executive
Officers Who Are Not Directors



Benjamin P. Harris.Mr. Harris
has been our President since August 2012, and served as our Chief Investment Officer from July 2012 until August 2012. Mr. Harris
served as the Head of U.S. Net Lease Investments for a wholly-owned subsidiary of Annaly Capital Management from June 2011 to June
2012 and has over 15 years of experience sourcing, underwriting and closing net leased and sale leaseback transactions. Mr. Harris
served as the Head of U.S. Investments of Northcliffe from October 2010 to June 2011 and as Head of U.S. Investments of W. P. Carey
from September 2005 to October 2010. Mr. Harris previously served in various capacities at W.P. Carey from 1998 through 2010. Mr.
Harris graduated from the University of King’s College and Dalhousie University in Canada. He is a CFA charter holder and
a member of the New York Society of Securities Analysts. Mr. Harris is 40 years old.





2







Jon W. Clark. Mr. Clark
has been our Chief Financial Officer and Treasurer since April 2009. He has also been our Chief Accounting Officer since March
2009. Prior to his election as our Chief Accounting Officer, Mr. Clark served as our Vice President and Controller from June
2007 until March 2009. Previously, Mr. Clark was a Director at BlackRock Financial Management where he managed the accounting
and finance department for real estate debt products. During that time, Mr. Clark also served as Assistant Treasurer at Anthracite
Capital, Inc., which was a publicly traded mortgage REIT that specialized in subordinate commercial mortgage-backed securities.
Prior to joining BlackRock Financial Management, Mr. Clark was a Vice President at Cornerstone Properties, Inc. (acquired
by Equity Office Properties in 2000) where he established its internal audit department. Mr. Clark is a Certified Public Accountant
and obtained his public accountancy experience as a manager in the national real estate practices of Arthur Andersen LLP and
BDO Seidman LLP. Mr. Clark holds a B.B.A. degree in Accountancy from Western Michigan University. Mr. Clark is 46 years
old.



Edward J. Matey Jr.Mr. Matey
has been our Executive Vice President and General Counsel since April 2009 and our Secretary since April 2013. From April 2008
until April 2009, Mr. Matey served as Senior Vice President and General Counsel of our Realty Division. Mr. Matey was
Executive Vice President and General Counsel of American Financial Realty Trust from September 2002 until April 2008, when we acquired
that company. Prior to that, he was a real estate attorney at Morgan, Lewis & Bockius LLP where he served as a partner
from October 1991 to September 2002 and an associate from November 1986 to October 1991. Mr. Matey received his B.S. from
Saint Joseph’s University and his J.D. from Villanova University School of Law. Mr. Matey is 61 years old.



Our Board of Directors and Its Committees



Our Board of Directors currently consists
of six members, although our common stockholders are being asked to elect seven directors at our annual meeting. Each of our directors
serves for a term that lasts until the next annual meeting of common stockholders and until their successor, if any, is duly elected
or appointed and qualifies. Each of our directors are subject to annual election by holders of our common stock.



Our Board of Directors has affirmatively
determined that Messrs. Allan J. Baum, Jeffrey E. Kelter, Gregory F. Hughes, Charles S. Laven and William H. Lenenhan, representing
five of its six members, are independent of our management, as such term is defined by the rules of the NYSE and the SEC. If Mr.
Thomas D. Eckert, our new director nominee, is elected at our annual meeting, he will be our sixth independent director. In determining
director independence, our Board of Directors considers all relevant facts and circumstances, the NYSE listing standards, as well
as our director independence criteria. Under the NYSE listing standards, no director qualifies as independent unless our Board
of Directors affirmatively determines that the director has no material relationship with us, either directly or as a partner,
stockholder or officer of an organization that has a relationship with us. No arrangement or understanding exists between any director
or executive officer and any other person or persons pursuant to which any director or executive officer was, or is, to be selected
as a director or nominee.



Our Board of Directors held nine meetings
during fiscal year 2014. During fiscal year 2014, each of the directors then serving on our Board of Directors attended 100% aggregate
of (i) the total number of meetings of our Board of Directors while they were on our Board of Directors and (ii) the total number
of meetings of the committees of our Board of Directors on which directors served. In addition, our directors also met several
times in strategic sessions to discuss our overall strategic business plan. The non-executive directors also regularly hold executive
sessions in which our management does not participate. For a discussion of the leadership structure of our Board of Directors and
its role in risk oversight, see “Corporate Governance Matters” in this report.



Audit Committee. We have
a standing Audit Committee, consisting of Messrs. Hughes (Chairman), Baum and Laven, each of whom is “independent”
within the meaning of the rules of the NYSE and the SEC and each of whom meet the financial literacy standard required by the rules
of the NYSE. Our Board of Directors has determined that Mr. Gregory F. Hughes is an “audit committee financial expert”
as defined in rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002, as amended. Our Audit Committee is responsible
for, among other things, engaging our independent registered public accounting firm, reviewing with the independent registered
public accounting firm the plans and results of their audit engagement, approving professional services to be provided by the independent
registered public accounting firm, reviewing the independence of the auditors, considering the range of audit and non-audit fees,
reviewing the adequacy of our internal controls, accounting and reporting practices and assessing the quality and integrity of
our consolidated financial statements. The function of our Audit Committee is oversight. Our management is responsible for the
preparation, presentation and integrity of our financial statements and for the effectiveness of internal control over financial
reporting. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and
internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. Our
independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial
statements, reviews of our quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q, annually auditing
management's assessment of the effectiveness of internal control over financial reporting and other procedures. Our Board of Directors
has adopted a written charter for our Audit Committee, a copy of which is available on our website at www.gptreit.com. Additional
information regarding the functions performed by our Audit Committee is set forth in the “Audit Committee Report” included
in this proxy statement. Our Audit Committee held five meetings during fiscal year 2014.





3







Compensation Committee. We
have a standing Compensation Committee, consisting of Messrs. Kelter (Chairman), Baum and Laven, each of whom is “independent”
within the meaning of the rules of the NYSE. Our Compensation Committee is responsible for, among other things: (1) reviewing and
approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and such other executive officers
that may be designated by our Chief Executive Officer, evaluating the performance of such officers in light of such goals and objectives,
and determining and approving the compensation of such officers based on these evaluations; (2) approving the compensation of our
other executive officers; (3) recommending to our Board of Directors for approval the compensation of the non-employee directors;
(4) administering the issuance of any award under our Amended and Restated 2004 Equity Incentive Plan (our “2004 Equity Incentive
Plan”) and our 2012 Inducement Equity Incentive Plan; and (5) reviewing the Compensation Discussion and Analysis for inclusion
in the 2014 Proxy Statement. Compensation decisions for our executive officers and directors are made by our Compensation Committee.
Our Compensation Committee has retained FTI Consulting, Inc. (“FTI”) as our compensation consultant to provide it with
relevant market data concerning the marketplace, our peer group and other compensation developments. See “Executive Compensation — Compensation
Discussion and Analysis.” Our Board of Directors has adopted a written charter for our Compensation Committee, a copy of
which is available on our website at www.gptreit.com. Our Compensation Committee held two meetings during fiscal year 2014.



Nominating and Corporate Governance
Committee. We have a standing Nominating and Corporate Governance Committee, consisting of Messrs. Laven (Chairman), Lenehan
and Hughes, each of whom is “independent” within the meaning of the rules of the NYSE. Our Nominating and Corporate
Governance Committee is responsible for, among other things, assisting our Board of Directors in identifying individuals qualified
to become Board members, recommending to our Board of Directors the director nominees to be elected at each annual meeting of stockholders,
recommending to our Board of Directors the directors to serve on each of our Board of Directors' committees, developing and recommending
to our Board of Directors the corporate governance principles and guidelines applicable to our company and directing our Board
of Directors in an annual review of its performance. Our Board of Directors has adopted a written charter for our Nominating and
Corporate Governance Committee, a copy of which is available on our website at www.gptreit.com. Our Nominating and Corporate
Governance Committee held one meeting during fiscal year 2014.



Investment Committee. We
have a standing Investment Committee currently consisting of Messrs. Lenehan (Chairman), DuGan and Kelter. All real estate investments,
dispositions and financings must be approved by a committee consisting of our most senior officers, including the affirmative vote
of our Chief Executive Officer. Real estate investments and dispositions at a loss (based on book value at the time of sale) having
a transaction value greater than $30.0 million must also be approved by the Investment Committee of our Board of Directors. Our
Board of Directors must approve all such transactions having a value greater than $100.0 million. Additionally, the Investment
Committee of our Board of Directors must approve non-recourse financings greater than $30.0 million and our Board of Directors
must approve all recourse financings, regardless of amount, and non-recourse financings greater than $100.0 million. Our Investment
Committee held four meetings during fiscal year 2014.



4







CORPORATE GOVERNANCE MATTERS



This section contains information about
a variety of our corporate governance policies and practices. In this section, you will find information about how we are complying
with the NYSE's corporate governance rules that were approved by the SEC. We are committed to operating our business under strong
and accountable corporate governance practices. Our Board of Directors reviews these guidelines and other aspects of our corporate
governance periodically. You are encouraged to visit the corporate governance section of the “Investor Relations — Corporate
Governance” page of our corporate website at www.gptreit.com to view or to obtain copies of our committee charters,
code of business conduct and ethics, corporate governance principles and director independence standards. The information found
on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other
report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of the respective charters of
our committees, code of business conduct and ethics, corporate governance principles and director independence standards by directing
your request in writing to Gramercy Property Trust Inc., 521 Fifth Avenue, 30th Floor, New York, New York 10175- 0003,
Attention: Investor Relations. Additional information relating to the corporate governance of our company is also included in other
sections of this proxy statement.



Corporate Governance
Highlights



| | • | 5 of our 6 Directors are Independent (6 of 7 Independent
Directors upon Election of New Director Nominee)
| | - | ---------------------------------------------------------------------------------------------------------



| | • | Independent
Chairman of the Board
| | - | ---------------------------------



| | • | Share Ownership
and Retention Guidelines for Directors and Officers
| | - | -------------------------------------------------------------------



| | • | Anti-Hedging,
Short Sale and Pledging Policies for Directors and Officers
| | - | -------------------------------------------------------------------------



| | • | Majority
Voting For Directors (via Director Resignation Policy)
| | - | ---------------------------------------------------------------



| | • | Annual Election
of All Directors
| | - | --------------------------------



| | • | No Poison
Pill or Similar Feature
| | - | ---------------------------------



| | • | 100% Director
Attendance of Board and Committee Meetings in 2014
| | - | ----------------------------------------------------------------



Corporate Governance Guidelines



Our Board of Directors has adopted Corporate
Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our Board of Directors
carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines are director qualification
standards, director responsibilities, director access to management and independent advisors, director compensation, director
orientation and continuing education, management succession, annual performance evaluation of our Board of Directors, management
responsibilities and meeting procedures. These guidelines meet or exceed the listing standards adopted by the NYSE, on which our
common stock is listed. Our Nominating and Corporate Governance Committee is responsible for assessing and periodically reviewing
the adequacy of the Corporate Governance Guidelines and will recommend, as appropriate, proposed changes to our Board of Directors.



Board of Directors Leadership Structure



Our Board of Directors recognizes that
one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight
of management. It understands that there is no single, generally accepted approach to providing board leadership and that given
the dynamic and competitive environment in which we operate, the right board leadership structure may vary as circumstances warrant.





5







Our Board of Directors consists of a majority
of independent and non-executive directors and Mr. Baum as Chairman, coordinates the activities of our Board of Directors and
to assure effective corporate governance in managing the affairs of our Board of Directors and us. Mr. Baum has served as our
Chairman since January 2014 and prior to that served as our lead independent director from June 2012 to January 2014. These independent
and non-executive directors, under the leadership and coordination of the Chairman, meet regularly in executive session without
the presence of management or interested directors in order to promote discussion among the independent and non-executive directors
and to assure independent oversight of management. Our Chairman (i) presides at all meetings of the independent directors and
any Board of Directors meeting when the Chief Executive Officer is not present, including executive sessions of the independent
and non-executive directors, (ii) approves and informs the Chief Executive Officer as to the quality and timeliness of information
sent to our Board of Directors and the appropriateness of meeting agenda items, (iii) serves as the primary liaison between the
independent and non-executive directors and the Chief Executive Officer, (iv) holds a principal role in the evaluation of our
Board of Directors and the evaluation of the Chief Executive Officer, (v) recommends to our Board of Directors and its committees
the hiring and retention of any consultants that report directly to our Board of Directors, (vi) responds directly to stockholder
questions or inquiries directed to the Chairman or the independent and non-executive directors as a group, (vii) upon request
and when appropriate, ensures he is available for direct communication with major stockholders, and (viii) performs other duties
as our Board of Directors may from time to time delegate. In addition, our Board committees, which oversee critical matters such
as the integrity of our financial statements, the compensation of executive management, and the development and implementation
of corporate governance policies, each consist entirely of independent directors. Therefore, our Board of Directors believes that
its majority independent composition and the strength of our independent and non-executive directors, under the leadership and
coordination of the Chairman, provide effective corporate governance at our Board of Directors level and independent oversight
of both our Board of Directors and our executive officers. The current leadership structure, when combined with the functioning
of the independent and non-executive director component of our Board of Directors and our overall corporate governance structure,
strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs.
As part of its annual self-assessment, our Board of Directors will consider whether the current leadership structure continues
to be optimal for us and our stockholders.



Board of Directors' Role in Risk Oversight



Our Board of Directors is responsible for
the oversight of our risk management. Our Board of Directors is involved in risk oversight through direct decision-making authority
with respect to significant matters and the oversight of management by our Board of Directors and its committees. In particular,
our Board of Directors administers its risk oversight function through (i) the review and discussion of regular periodic reports
to our Board of Directors and its committees on topics relating to the risks that we face, including, among others, market conditions,
tenant/borrower concentrations and credit worthiness, leasing activity and expirations, loan defaults and maturities, liquidity,
compliance with debt covenants, management of debt maturities, access to debt and equity capital markets, existing and potential
legal claims against us and various other legal, regulatory, accounting, and strategic matters relating to our business, (ii) the
required approval by our Board of Directors (or a committee thereof) of significant transactions and other decisions, including,
among others, acquisitions and dispositions of properties, originations and acquisitions of loans, new borrowings and the appointment
and retention of our senior management, (iii) the direct oversight of specific areas of our business by the Compensation, Audit
and Nominating and Corporate Governance Committees, and (iv) regular periodic reports from our auditors and other outside consultants
regarding various areas of potential risk, including, among others, those relating to our qualification as a REIT for tax purposes
and our internal control over financial reporting. Our Board of Directors also relies on management to bring significant matters
impacting us to its attention.



Our Board of Directors oversees and monitors
our risk management framework and actively reviews risks that may be material to us. As part of this oversight process, our Board
of Directors regularly receives reports from management on areas of material risk to us. Our Board of Directors receives these
reports from the appropriate sources within our company to enable it to understand our risk identification, risk management and
risk mitigation strategies. To the extent applicable, our Board of Directors and its committees coordinate their risk oversight
roles. Our Board of Directors recognizes that it is not possible to identify all of the risks that may affect us or to develop
processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of us, our Board
of Directors interacts with and reviews reports from, among others, our executive officers, our chief compliance officer, our independent
registered public accounting firm, our outside corporate counsel, our compensation consultant and a variety of other financial
and other advisors, as appropriate, regarding risks faced by us and applicable risk controls. Our Board of Directors may, at any
time and in its discretion, change the manner in which they conduct risk oversight. The goal of these processes is to achieve serious
and thoughtful board-level attention to our risk management process and framework, the nature of the material risks we face and
the adequacy of our risk management process and framework designed to respond to and mitigate these risks.



Code of Business Conduct and Ethics



Our Board of Directors has adopted a Code
of Business Conduct and Ethics as required by the listing standards of the NYSE that applies to our directors and executive officers
and our employees. The Code of Business Conduct and Ethics was designed to assist our directors and executive officers and our
employees in complying with the law, in resolving moral and ethical issues that may arise and in complying with our policies and
procedures. Among the areas addressed by the Code of Business Conduct and Ethics are compliance with applicable laws, conflicts
of interest, use and protection of our company's assets, confidentiality, communications with the public, accounting matters, records
retention, fair dealing, discrimination and harassment and health and safety. A copy of the Code of Business Conduct and Ethics
is accessible, free of charge at our website, www.gptreit.com. If we grant waivers from or make amendments to the Code of
Business Conduct and Ethics that are required to be disclosed pursuant to the Exchange Act or applicable listing requirements,
we will make those disclosures on our website within four business days following the date of such waiver or amendment.





6







Audit Committee Financial Expert



Our Board of Directors has determined that
our Audit Committee has at least one “audit committee financial expert,” as defined in Item 407(d)(5) of SEC Regulation
S-K, such expert being Gregory F. Hughes, and that he is “independent,” as that term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Exchange Act. Our Board of Directors has determined that Mr. Hughes is an “audit committee financial
expert” as defined in rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002, as amended.



Communications with Our Board of Directors



We have a process by which stockholders
and/or other parties may communicate with our Board of Directors, our Chairman, our independent and non-executive directors as
a group or our individual directors (including the independent and non-executive directors). Any such communications may be sent
to our Board of Directors, our Chairman or any named individual director (including the independent and non-executive directors),
by U.S. mail or overnight delivery and should be directed to the Secretary at Gramercy Property Trust Inc., 521 Fifth Avenue, 30th
Floor, New York, New York 10175-0003, who will forward such communications on to the intended recipient or recipients. Our General
Counsel will review each communication received in accordance with this process to determine whether the communication requires
immediate action. These officers will forward all appropriate communications received, or a summary of such communications, to
the appropriate member(s) of our Board of Directors. However, we reserve the right to disregard any communication that our General
Counsel determine is unduly hostile, threatening or illegal, does not reasonably relate to us or our business, or is similarly
inappropriate. These officers have the authority to disregard any inappropriate communications or to take other appropriate actions
with respect to any such inappropriate communications. Any such communications may be made anonymously.



Whistleblowing and Whistleblower Protection Policy



Our Audit Committee has established
procedures for (1) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting
controls or auditing matters and (2) the confidential and anonymous submission by our employees of concerns regarding questionable
accounting or auditing matters. If you wish to contact our Audit Committee to report complaints or concerns relating to our financial
reporting, you may do so in writing to the Chairman of our Audit Committee, c/o Secretary, Gramercy Property Trust Inc., 521 Fifth
Avenue, 30th Floor, New York, New York 10175-0003. Any such communications may be made anonymously.



Director Attendance at Annual Meetings



We encourage members of our Board of Directors
to attend each annual meeting of stockholders. Messrs. Baum, DuGan and Lenehan attended our annual meeting of stockholders held
on June 26, 2014.



Identification of Director Candidates



Our Nominating and Corporate Governance
Committee assists our Board of Directors in identifying and reviewing director candidates to determine whether they qualify for
membership on our Board of Directors and for recommending to our Board of Directors the director nominees to be considered for
election at our annual meetings of stockholders.



Each director candidate must have (i) education
and experience that provides knowledge of business, financial, governmental or legal matters that are relevant to our business
or to our status as a publicly-owned company, (ii) a reputation for integrity, (iii) a reputation for exercising good business
judgment and (iv) sufficient available time to be able to fulfill his or her responsibilities as a member of our Board of Directors
and of any committees to which he or she may be appointed.



In making recommendations to our Board
of Directors, our Nominating and Corporate Governance Committee considers such factors as it deems appropriate. These factors may
include judgment, skill, diversity, education, experience with businesses and other organizations comparable to our company, the
interplay of the candidate's experience with the experience of other Board members, the candidate's industry knowledge and experience,
the ability of a nominee to devote sufficient time to our affairs, any actual or potential conflicts of interest and the extent
to which the candidate generally would be a desirable addition to our Board of Directors and any of its committees. Attributes
that our Nominating and Corporate Governance Committee consider include: (i) prior experience on our Board of Directors and other
relevant board level experience; (ii) real estate industry experience; (iii) transactional experience, especially within the real
estate industry; (iv) relevant experience in property operations; (v) financial expertise; (vi) legal and/or regulatory experience;
(vii) knowledge of and experience with corporate governance matters; (viii) experience with executive compensation matters; and
(ix) prior experience in risk management.





7









While we do not have a formal written diversity
policy, our Nominating and Corporate Governance Committee considers diversity of race, ethnicity, gender, age, cultural background,
professional experiences and expertise and education in evaluating director candidates for Board membership. We believe that considerations
of diversity are, and will continue to be, an important component relating to the composition of our Board of Directors as multiple
and varied points of view contribute to a more effective decision-making process.



When considering current directors for
re-nomination to our Board of Directors, our Nominating and Corporate Governance Committee takes into account the performance of
each director. Our Nominating and Corporate Governance committee also reviews the composition of our Board of Directors in light
of the current challenges and needs of our Board of Directors and us, and determines whether it may be appropriate to add or remove
individuals after considering, among other things, the need for audit committee expertise and issues of independence, judgment,
age, skills, background and experience.



Our Nominating and Corporate Governance
Committee may solicit and consider suggestions of our directors or management regarding possible nominees. Our Nominating and Corporate
Governance Committee may also procure the services of outside sources or third parties to assist in the identification of director
candidates.



Our Nominating and Corporate Governance
Committee may consider director candidates recommended by our stockholders. Our Nominating and Corporate Governance Committee will
apply the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members
of our Board of Directors. Any recommendations by stockholders should follow the procedures outlined under “Stockholder Proposals”
in the 2015 Proxy Statement and should also provide the reasons supporting a candidate's recommendation, the candidate's qualifications
and the candidate's written consent to being considered as a director nominee. No director candidates were recommended by holders
of our common stock for election at the 2014 annual meeting.



Executive Sessions of Independent and Non-Executive Directors



In accordance with the Corporate Governance
Guidelines, the independent and non-executive directors serving on our Board of Directors generally meet in executive session after
each regularly scheduled meeting of our Board of Directors or our Audit Committee without the presence of any directors or other
persons who are part of our management. The executive sessions regularly are chaired by our Chairman of the Board.



Disclosure Committee



We maintain a Disclosure Committee consisting
of members of our executive management and senior staff. The purpose of the Disclosure Committee is to oversee our system of disclosure
controls, assist and advise the Chief Executive Officer and Chief Financial Officer in making the required certifications in SEC
reports and evaluate our company's internal control function. The Disclosure Committee was established to bring together on a regular
basis representatives from our core business lines and employees involved in the preparation of our financial statements to discuss
any issues or matters of which the members are aware that should be considered for disclosure in our public SEC filings. The Disclosure
Committee reports to our Chief Executive Officer and, as appropriate, to our Audit Committee. The Disclosure Committee meets quarterly
and otherwise as needed.



Director Resignation Policy



Our Corporate Governance Guidelines include
a Director Resignation Policy pursuant to which any director nominee in an uncontested election who receives a greater number of
“withheld” votes than “for” votes will, within five business days following the certification of the stockholder
vote, tender his or her resignation to the Chairman of the Board for consideration by the Board. A director whose resignation is
under consideration shall abstain from participating in any recommendation or decision regarding that resignation.



The Board will promptly make a determination
whether to accept, reject or otherwise act with respect to the tendered resignation. In making this determination, the Board may
consider all factors that it deems relevant, including the underlying reasons why stockholders “withheld” votes for
election from such director (if ascertainable), the length of service and qualifications of the director whose resignation has
been tendered, the director’s contributions to the Company, whether by accepting such resignation the Company will no longer
be in compliance with any applicable law, rule, regulation or governing document, and whether or not accepting the resignation
is in the best interests of the Company and its stockholders. The Board may also consider a range of possible alternatives concerning
the director’s tendered resignation, including acceptance of the resignation, rejection of the resignation, or rejection
of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Board
to have substantially resulted in the “withheld” votes.





8







The Board shall act on the tendered resignation
and shall publicly disclose its decision regarding the resignation within 120 days after the results of the election are certified.
If the Board does not accept the resignation, the director shall continue to serve until the end of his or her term and until the
director’s successor is elected and qualified, or until his or her earlier resignation or removal.



Equity Ownership Guidelines



The Company believes director and executive
stock ownership is an important mechanism to promote alignment of our directors’ and executives’ interests with those
of our stockholders. It also effectively incents our directors and executives to meet our financial, strategic and risk management
objectives. We have instituted policies and guidelines to appropriately foster these benefits.



These guidelines require ownership of equity
with a value equal to a multiple of the relevant executive’s annual base salary or a non-employee directors’ annual
cash retainer, as specified below. These guidelines require our executive officers and non-employee directors to accumulate equity
under the terms of the guidelines and will be phased in over a period of five years. The first compliance date is measured as of
the earlier of December 31, 2013 or December 31 of the first full calendar year following such executives’ or non-employee
directors’ appointment or election. As of December 31, 2014, all covered directors and executive officers satisfied the equity
ownership guidelines.



|Position                 | Aggregate Market Value         
|------------------------ | -------------------------------
|                         |                                
|Chief Executive Officer  | 6x annual base salary          
|                         |                                
|President                | 4x annual base salary          
|                         |                                
|Other Executive Officers | 3x annual base salary          
|                         |                                
|Non-employee Director    | 5x current annual cash retainer





Insider Trading and Prohibited Transactions Policy



The Company has an Insider Trading and
Prohibited Transactions Policy that contains specific provisions and trading restrictions. The policy prohibits directors and officers
who are subject to Section 16 of the Securities Exchange Act of 1934 from engaging in transactions of a speculative nature involving
our securities. These prohibitions include, but are not limited to, hedging transactions, short sales, and other transactions involving
derivative securities such as put or call options. All employees of the Company are required to comply with applicable law and
are not permitted to trade in any securities on the basis of material non-public information.





Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires
our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file
reports of ownership and changes in ownership with the SEC and the NYSE. Officers, directors and persons who own more than 10%
of a registered class of our equity securities are required to furnish us with copies of all Section 16(a) forms that they file.
To our knowledge, based solely on review of the copies of such reports furnished to us, all Section 16(a) filing requirements applicable
to our executive officers, directors and persons who own more than 10% of a registered class of our equity securities were filed
on a timely basis in 2014, except for the following filings by certain of our directors, Messrs. Kelter and Laven: late Form 4
filings on July 2, 2014.



9









|ITEM 11. | EXECUTIVE COMPENSATION | 
|-------- | ---------------------- | 



In March 2015, we completed a 1-for-4 reverse
stock split of our common stock and a corresponding 1-for-4 reverse split of the outstanding units of limited partnership interest
of our operating partnership. All prior periods presented in this proxy statement have been adjusted to reflect the impact of the
reverse stock split and the reverse unit split.



Compensation Discussion and Analysis



This section discusses the principles underlying
our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and
decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to, and earned
by, our named executive officers and places in perspective the data presented in the tables and narrative that follow.



Throughout this proxy statement, the individuals
who served as our Chief Executive Officer, President, Chief Financial Officer, and Executive Vice President and General Counsel
during our 2014 fiscal year are referred to as the "named executive officers," or our "executives."



2014 Select Performance
Highlights



| | • | Approximately 20% increase in our common stock in
2014.
| | - | -------------------------------------------------------



| | • | Total return to common shareholders per diluted share
was approximately 141% and 183% during the respective two and three year periods ended December 31, 2014.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Increased
the quarterly dividend 43% in the fourth quarter of 2014.
| | - | -------------------------------------------------------------------



Overview



Our common stock experienced an increase
of approximately 20% in 2014 and our common stock’s total shareholder return (“TSR”) was approximately 141% and
183% during the respective two and three year periods ended December 31, 2014. A chart illustrating our common stock’s TSR
compared to the performance of Standard & Poor’s 500 Composite Index and the NAREIT All REIT index for a five year period,
is presented below. This chart assumes $100 invested on January 1, 2010 and assumes the reinvestment of dividends.





10











In March 2014, we resumed payment of a
dividend to our common stockholders after a hiatus of more than five years by declaring a quarterly dividend of $0.035 per common
share (or $0.14 adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March
20, 2105) for the first quarter of 2014. In December 2014, we declared a fourth quarter 2014 dividend of $0.20 per common share
(adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015), an increase
of approximately 43% over the previous quarterly dividend.





Objectives of Our Compensation Program



As a fully-integrated, self-managed commercial
real estate investment and asset management company, we operate in a highly competitive market. We seek to maintain a total compensation
package that provides fair, reasonable and competitive compensation for our executives, while allowing us the flexibility to differentiate
actual pay based on individual and organizational performance.



Our Compensation Committee, in consultation
with our Chief Executive Officer and external compensation consultant, sets our compensation philosophy, which has been structured
to achieve the following objectives:



| | · | to attract and retain talented individuals capable of performing at a high level in a market that remains highly competitive and who have the motivation, experience and skills necessary to lead us effectively; 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | to provide performance-based compensation that creates a strong alignment of management and stockholder interest to create long-term stockholder value;                                                           
| | · | to motivate our executives to manage our business to meet and appropriately balance our short- and long-term objectives;                                                                                          
| | · | to hold executives accountable for their level of success in attaining specific goals set for them individually;                                                                                                  
| | · | to maintain flexibility and discretion to allow us to recognize the unique characteristics of our operations and strategy, and our prevailing business environment, as well as changing labor market dynamics; and
| | · | to achieve an appropriate risk-reward balance in our compensation programs that does not incentivize unnecessary or excessive risk taking.                                                                        



Based on these objectives, we place significant
emphasis on annual and long-term performance-based incentive compensation, including base salaries, annual cash and equity incentives
and long-term equity-based incentive awards, which are designed to reward our executives based on the achievement of predetermined
company and individual goals.





11







Our Compensation Committee is committed
to the ongoing review and evaluation of the executive officer compensation levels and program. It is our Compensation Committee's
view that compensation decisions are complex and best made after a deliberate review of company and individual performance, as
well as industry compensation levels. Consistent with this view, our Compensation Committee annually assesses our performance within
the context of the industry's overall performance and internal performance standards and evaluates individual executive officer
performance relative to the performance expectations for their respective position and role within our company. In addition, our
Compensation Committee benchmarks from time to time the total compensation provided to our executive officers to industry-based
compensation practices. While it is our Compensation Committee's goal to provide compensation opportunities that reflect company
and individual performance and that are competitive within industry standards, a specific target market position for executive
officer pay levels has not been established.



Setting Executive Compensation



Our Compensation Committee determines compensation
for our named executive officers and is comprised of three independent directors: Jeffrey E. Kelter (Chairman), Allan J. Baum and
Charles S. Laven. Our Compensation Committee exercises independent discretion in respect of executive compensation matters and
administers our Equity Incentive Plans (including reviewing and approving equity grants to our executives pursuant to these plans).
Our Compensation Committee operates under a written charter adopted by our Board of Directors, a copy of which is available on
our website at www.gptreit.com.



Our Compensation Committee has retained
FTI Consulting, Inc. (“FTI”), an outside compensation consulting firm, to assist it in evaluating, formulating and
benchmarking our compensation programs. FTI provides our Compensation Committee and Chief Executive Officer with relevant market
data concerning the marketplace, our peer group and other compensation developments. FTI participates in our Compensation Committee
meetings and meets with our named executive officers and certain of our directors. Our Compensation Committee has the authority
to replace FTI or hire additional consultants at any time. It is important to understand that the compensation market data and
ranges provide only a reference point for our Compensation Committee. Depending upon our business and individual performance results,
a named executive officer's total direct compensation may be within, below or above the market range for that position. FTI also
provides additional professional services, including financial outsourcing and tax consulting services, to us and receives market-based
compensation with respect to these services. In 2014, we paid approximately $107,279 to FTI in connection with such non-compensation
based services.



Our Compensation Committee determines the
total compensation and the allocation of such compensation among base salary, annual incentive awards and long-term incentive compensation
as well as allocation of such items among cash and equity compensation for our Chief Executive Officer. With respect to the compensation
of other named executive officers, our Compensation Committee solicits recommendations from our Chief Executive Officer regarding
compensation and reviews his recommendations. We do not have a pre-established policy for the allocation between either cash and
non-cash compensation or annual and long-term incentive compensation.



Our Compensation Committee met two times
during 2014 to evaluate executive performance and to monitor market conditions in light of these goals and objectives, to solicit
input from the compensation consultant on market practices and new developments and to review our compensation practices. During
this decision making process, our Compensation Committee reviews tally sheets that detail each executive officer's compensation
history. The tally sheets help our Compensation Committee to track changes in an executive officer's total direct compensation
from year to year and to remain aware of the compensation historically paid to each executive officer. Ultimately, we rely upon
our judgment about each of our named executive officers and not on formulas or short-term changes in business performance or our
stock price. The key factors affecting our judgment are TSR, change in earnings and funds from operations, actual performance against
the financial, operational and strategic goals we set at the beginning of the year, the nature and level of responsibility of each
executive officer and the integrity and effort with which such executive officer conducts his responsibilities. Our Compensation
Committee regularly reports to our Board of Directors.



What Our Compensation Program is Designed to Reward



Our Compensation Committee has designed
our compensation program to (i) attract and retain talented individuals capable of performing at a high level in a market that
remains highly competitive and who have the motivation, experience and skills necessary to lead our company effectively, (ii) provide
performance-based compensation that creates a strong alignment of management and stockholder interest to create long-term stockholder
value, (iii) motivate our executives to manage our business to meet and appropriately balance our short- and long-term objectives,
(iv) hold executives accountable for their level of success in attaining specific goals set for them individually, (v) maintain
flexibility and discretion to allow us to recognize the unique characteristics of our operations and strategy, and our prevailing
business environment, as well as changing labor market dynamics, and (vi) achieve an appropriate risk-reward balance in our compensation
programs that does not incentivize unnecessary or excessive risk taking. We expect to perform at the highest levels of the equity
real estate investment trust (“REIT”) sectors. Our Compensation Committee rewards the achievement of our and the individual
executive's specific annual, long-term and strategic goals. Our Compensation Committee measures performance on an absolute basis
against financial and other measures and on relative basis by comparing our performance against other equity REITs generally and
against the REIT industries specifically. Comparative performance is an important metric since market conditions may affect the
ability to meet specific performance criteria.





12







Role of Executive Officers in Compensation Decisions



Our Chief Executive Officer annually reviews
the performance of each of the other named executive officers. He also considers the recommendations of the compensation consultant.
Based on this review and input, our Chief Executive Officer makes compensation recommendations to our Compensation Committee for
all named executive officers other than himself, including recommendations for performance targets, base salary adjustments, the
discretionary components of our short-term cash incentive compensation, and long-term equity-based incentive awards. Our Compensation
Committee considers these recommendations along with data and input provided by its other advisors. Our Compensation Committee
retains full discretion to set all compensation for the named executive officers.



2014 Advisory Vote to Approve Executive Compensation



At our 2014 annual meeting of stockholders,
which we held in June 2014, the advisory vote to approve executive compensation received the favorable support of our stockholders
(approximately 97.87% of votes cast). Our Compensation Committee has interpreted this vote to mean that our stockholders were generally
supportive of our executive compensation philosophy and programs, particularly as it relates to the compensation packages we granted
in June 2012 to our new management team, which are heavily weighted with performance-based incentives.



13









Measuring 2014 Performance



We have achieved a number of transformative
milestones during 2014:



Raised Capital



| | • | In March 2014, we completed a private offering of $115.0
million aggregate principal amount of 3.75% Exchangeable Senior Notes due 2019 by our operating partnership GPT property Trust
LP, or our Operating partnership. The Exchangeable Senior Notes have an initial exchange price of approximately $24.76 per share
of our common stock, exchangeable, under certain circumstances for cash, for shares of our common stock or for a combination of
cash and shares of our common stock;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In May 2014, we raised net proceeds of $218.2 million
through a public offering of 11.5 million shares of our common stock;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | • | In June 2014, we closed on a $400.0 million senior unsecured
credit facility, consisting of a $200.0 million revolving credit facility and $200.0 million term loan; In January 2015, we expanded
the senior unsecured credit facility, increasing the revolving borrowing capacity thereunder to $400.0 million, which increased
our aggregate borrowing capacity under the facility to $600.0 million;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In July 2014, we issued approximately 950 thousand limited
operating partnership units, or OP Units, of our Operating Partnership, priced at $24.76 per share, in connection with the acquisition
of a portfolio of three industrial properties;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In August 2014, we raised $81.6 million of net proceeds
through a public offering of 3.5 million shares of 7.125% Series B Cumulative Redeemable Preferred Stock and, in September 2014,
we redeemed all of our outstanding 8.125% Series A Cumulative Redeemable Preferred Stock;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In September 2014, we established an “at-the-market”
equity offering program, or ATM, under which we may from time to time issue an aggregate of up to $100.0 million of our common
stock; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In December 2014, we raised net proceeds of $336.1 million
through a public offering of 14.95 million shares of our common stock.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



Launched European Operations



| | • | In December 2014, we formed Gramercy European Property
Fund, a private real estate investment fund with several equity investment partners, targeting single-tenant industrial, office
and specialty retail assets throughout Europe. The equity investors have committed approximately $426.5 million in equity capital,
including $60.5 million from us, which will be used to acquire a portfolio of approximately $1.0 billion in real estate assets
by utilizing 55% - 60% leverage; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Simultaneously, we acquired 100% of the ownership interests
of ThreadGreen Europe Limited, or Gramercy Europe Asset Management, a London-based company that manages real estate investments
across Europe, to provide investment and asset management services to the Gramercy European Property Fund
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Assembled a High-Quality Net Leased Portfolio



As of December 31, 2014, we owned, directly
or through a joint venture or equity investment, a portfolio that consists of 132 industrial, office and specialty properties totaling
approximately 13.7 million square feet. In 2014, we acquired 100 properties aggregating approximately 9.0 million square feet in
28 separate transactions for a total purchase price of approximately $834.3 million, including the acquisition of the remaining
50% equity interest in the Bank of America Portfolio joint venture, a portfolio of 67 properties across the United States which
is described further in Note 4 and 5 of the accompanying financial statements. As of December 31, 2014, our portfolio had the following
characteristics:



| | • | 99% occupancy;
| | - | --------------



| | • | A weighted average remaining lease term of 9.6 years
(based on gross purchase price);
| | - | -------------------------------------------------------------------------------------



| | • | 56% investment grade tenancy (includes subsidiaries of
non- guarantor investment grade parent companies) (based on gross purchase price);
| | - | -----------------------------------------------------------------------------------------------------------------------------------------





14







| | • | Industrial portfolio comprised of 9.5 million aggregate
rentable square feet with an average base rent per square foot of $6.67;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | • | Office portfolio comprised of 3.9 million aggregate
rentable square feet with an average base rent per square foot of $10.07 (including the properties we own through a joint venture);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Specialty asset portfolio of three improved sites comprised
of 224 acres of land and 288 thousand aggregate rentable square feet of building space that we lease to a car auction services
company, a bus depot, a rental car company and salvage yards; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Top five tenants by annualized base rent include: Bank
of America, N.A. or Bank of America, guaranteed by Bank of America Corp. (33%); Adesa Texas, Inc., guaranteed by KAR Holdings,
Inc. (6%); AMCOR Rigid Plastics USA, Inc., guaranteed by Amcor Limited (4%); EF Transit, Inc., guaranteed by Monarch Beverage
Co., Inc. (3%); and Office Depot, Inc., guaranteed by Office Depot, Inc. (3%).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Elements of Our Compensation Program and Why We Chose
Each Element



Our executive compensation program
has been structured to provide short- and long-term incentives that promote continuing improvements in our financial performance
and return to our stockholders. The elements of our executive compensation are primarily comprised of three elements: annual base
salary, annual incentive awards, which may include cash and equity bonuses, and long-term equity incentives:



Annual Base Salaries. Annual base
salaries provide our named executive officers with a minimum level of compensation for services rendered during the fiscal year.
For each of our named executive officers in 2014, annual base salaries were paid in accordance with the employment agreements between
us and such named executive officers. Base salaries are reviewed annually, but are not automatically increased if we feel that
incentive awards are more appropriate means of rewarding and incentivizing performance.



Annual Incentive Awards. Annual incentive
awards are provided in the form of cash and equity bonuses designed to focus a named executive officer on achieving key corporate
objectives (both individual and company-based), to motivate certain desired individual behaviors and to reward substantial achievement
of these objectives and individual goals. While our Compensation Committee does not set fixed hurdles or “automatic triggers”
that entitle our executive officers to formulaic bonuses, commencing in 2014, our Compensation Committee, in consultation with
our Chief Executive Officer, did adopt specifically identified individual and corporate annual performance metrics to be used by
our Compensation Committee to measure and quantify executive performance when determining annual incentive awards. For 2014, these
metrics include, but are not limited to, (i) completion of identified corporate transactions, (ii) managing identified business
units to specified levels of profitability, (iii) growing the company’s net operating income through the acquisition of net
lease properties, (iv) achieving targeted reductions in our corporate management, general and administrative expenses, (v) achieving
targeted adjusted FFO thresholds and (vi) achieving a targeted common stock equity capitalization for the company. Cash incentive
bonuses and equity incentive awards are discretionary, thereby allowing for the opportunity for greater compensation when performance
is superior and lower compensation when performance is less successful.



Long-Term Incentives. Long-term equity
incentives have historically been provided to our named executive officers through the grant of restricted stock awards, stock
options, LTIP Units or performance awards pursuant to our equity incentive plans. The grant of equity awards links a named executive
officer's compensation and net worth directly to the performance of our stock price. This encourages our named executive officers
to make decisions with an ownership mentality. The vesting provisions of these equity awards (generally two to five years) are
designed to act as a retention device and to provide a strong incentive to the executives to increase stockholder value long after
they performed the services in the year for which the equity awards were granted.



Our compensation program does not include
any significant personal benefits or perquisites for our named executive officers beyond benefits offered to our employees generally.
We do not maintain any retirement or pension plans for our named executive officers or other employees, other than our 401(k) plan
that is available to our employees generally.



Our Compensation Committee has full authority
to administer and interpret our equity incentive plans to authorize the granting of awards, to determine the eligibility of employees,
directors, executive officers, advisors, consultants and other personnel, to determine the terms, provisions and conditions of
each award, and to take any other actions and make all determinations that it deems necessary or appropriate in connection with
our equity incentive plans or the administration or interpretation thereof.





15







How Each Element and Our Decisions Regarding Each Element
Fit Into Our Overall Compensation Objectives and Affect Decisions Regarding Other Elements



Our compensation program seeks to reward
our named executive officers for superior performance, which is competitive with the compensation paid to named executive officers
at other public REITs and other private commercial real estate investors in the New York City commercial real estate market, while
closely aligning the interests of our named executive officers with the interests of our stockholders.



Our compensation structure for our Chief
Executive Officer and President include (i) market-level base salaries, (ii) annual incentive compensation to be determined by
the Compensation Committee in its sole discretion based upon the Compensation Committee’s determination of the executive’s
level of accomplishment each year of identified individual and corporate goals and (iii) long-term incentive compensation in the
form of restricted stock, restricted stock unit and LTIP unit grants. Significant elements of our Chief Executive Officer’s
and President’s five-year employment contracts that were executed in June 2012 include the following:



| | · | seventy-five percent of the equity awards granted to our Chief Executive Officer and President are subject to the achievement of performance-based vesting hurdles based on absolute increases in our FFO or stock price during the five-year vesting period in addition to continued employment;                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | the LTIP Units granted to our Chief Executive Officer and President require achievement of a minimum vesting hurdle of $20.00 per share (i.e., a 100% increase over our per share price on June 29, 2012) and a maximum vesting hurdle of $36.00 per share (i.e., a 260% increase over our June 29, 2012 closing price) over the five-year term of the plan;
| | · | our Chief Executive Officer’s employment contract required him to purchase from us, and immediately prior to commencing as our Chief Executive Officer he did purchase $2.5 million of our common stock at market pricing using his personal funds without any reimbursement or other financial assistance from us; and                                     
| | · | in April 2013, our Chief Executive Officer unilaterally and unconditionally waived his right to receive the $200,000 unpaid portion of his signing bonus to eliminate any notion that his compensation package included a “guaranteed” bonus component.                                                                                                     



Our Compensation Committee believes that
the compensation packages granted to our new management team are competitive and comprehensive and that they create a strong alignment
of management and stockholder interests.



The Compensation Committee believes that
granting predominantly performance-based long-term incentive compensation to our Chief Executive Officer and other senior officers
who will play a critical and on-going role in the successful execution of our new business strategy is in the best interests of
our stockholders and creates a strong alignment of management and stockholder interests.



Changes to Our Compensation Program in 2014



Gordon F. DuGan. In May 2014, we
awarded Gordon F. DuGan, our Chief Executive Officer, 47,619 time-vested restricted shares of our common stock (“RSAs”).
The RSAs granted to Mr. DuGan will vest in one installment on the fifth anniversary of the grant date subject to continued employment.



No changes were made during 2014 to the
compensation program for Benjamin P. Harris, our President, Jon W. Clark, our Chief Financial Officer, or Edward J. Matey Jr.,
our General Counsel.



Other Matters



Tax and Accounting Treatment. Our
Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “Code”). Section 162(m) limits the deductibility on our tax return of compensation over
$1.0 million to any of our named executive officers unless, in general, the compensation is paid pursuant to a plan which is performance-related,
non-discretionary and has been pre-approved by our stockholders. Our Compensation Committee's policy with respect to Section 162(m)
is to make every reasonable effort to ensure that compensation is deductible to the extent permitted while simultaneously providing
our executives with appropriate compensation for their performance. We paid compensation to certain of our named executive officers
during 2011, a portion of which may be nondeductible under the limitations set forth in Section 162(m). Our Compensation Committee
may make compensation payments that are not fully deductible if in its judgment such payments are necessary to achieve the objectives
of our compensation program.



We account for stock-based payments through
our equity incentive plans in accordance with the requirements of FASB ASC Topic 718.





16







Adjustments for Certain Items. Our
Compensation Committee has not considered whether it would attempt to recover compensation awards or payments based on our financial
performance where our financial statements are restated in a downward direction sufficient to reduce the amount of such awards
or payments that should have been made or paid under applicable criteria.



Compensation Risk Assessment



Our Compensation Committee oversaw the
performance of a risk assessment of our executive compensation programs to ascertain any potential material risks that may be created
by the compensation program. Because performance-based incentives play a large role in our executive compensation program, it is
important to ensure that these incentives do not result in our named executive officers taking actions that may conflict with our
long term interests. Our Compensation Committee considered the findings of the assessment conducted internally and concluded that
our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to its overall
business strategy and do not encourage executives to take unnecessary or excessive risks. Our Compensation Committee considered
the following attributes of the program:



| | · | the balance between short- and long-term incentives;                                                                                                                                                                                                                                                                        
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | consideration of qualitative as well as quantitative performance factors in determining compensation payouts, including minimum and maximum performance thresholds, funding that is based on actual results measured against pre-approved financial and operational goals and metrics that are clearly defined in all plans;
| | · | the use of different types of equity compensation awards that provide a balance of incentives;                                                                                                                                                                                                                              
| | · | incentive compensation with a large stock component where value is best realized through long-term appreciation of stockholder value; and                                                                                                                                                                                   
| | · | incentive compensation components that are paid or vest over an extended period.                                                                                                                                                                                                                                            



Our Compensation Committee focuses primarily
on the compensation of our named executive officers because risk-related decisions depend predominantly on their judgment. Our
Compensation Committee believes that risks arising from our policies and practices for compensation of other employees are not
reasonably likely to have a material adverse effect on us.



Compensation Committee Report



The Compensation Committee (the “Compensation
Committee”) of the Board of Directors of Gramercy Property Trust Inc. (the “Company”) has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and
discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in the Company's proxy statement.



| | Submitted by the Compensation Committee
| | ---------------------------------------
| |                                        
| | Jeffrey E. Kelter (Chairman)           
| | Allan J. Baum                          
| | Charles S. Laven                       
| |                                        
| | April 30, 2015                         



17









Summary Compensation Table



The following table* sets forth information
regarding the compensation paid to, and the compensation expense we recognized with respect to, our named executive officers during
the fiscal year ended December 31, 2014.





|                                                 |  |      |  | Salary |         |  | Bonus |   |         | Stock          |  |   | Option         |  |  | Non-Equity
    Incentive |   |  | All
    Other        |   |   |       | 
|------------------------------------------------ |  | ---- |  | ------ | ------- |  | ----- | - | ------- | -------------- |  | - | -------------- |  |  | ------------------------ | - |  | -------------------- | - | - | ----- | 
|Name
    And Principal Position                  |  | Year |  | ($)    |         |  | ($)   |   |         | Awards
    (1) |  |   | Awards
    (2) |  |  | Plan
    Compensation    |   |  | Compensation
    (3) |   |   | Total | 
|Gordon
    F. DuGan                              |  | 2014 |  | $      | 750,000 |  |       | $ | 300,000 |                |  | $ | 1,000,004      |  |  | $                        | — |  |                      | $ | — |       | 
|Chief
    Executive Officer                      |  | 2013 |  |        | 750,000 |  |       |   | 200,000 |                |  |   | —              |  |  |                          | — |  |                      |   | — |       | 
|                                                 |  | 2012 |  |        | 375,000 |  |       |   | 200,000 |                |  |   | 2,850,000      |  |  |                          | — |  |                      |   | — |       | 
|                                                 |  |      |  |        |         |  |       |   |         |                |  |   |                |  |  |                          |   |  |                      |   |   |       | 
|Benjamin
    P. Harris                           |  | 2014 |  | $      | 600,000 |  |       | $ | 625,000 |                |  | $ | —              |  |  | $                        | — |  |                      | $ | — |       | 
|President                                        |  | 2013 |  |        | 600,000 |  |       |   | 525,000 |                |  |   | —              |  |  |                          | — |  |                      |   | — |       | 
|                                                 |  | 2012 |  |        | 300,000 |  |       |   | 75,000  |                |  |   | 1,710,000      |  |  |                          | — |  |                      |   | — |       | 
|                                                 |  |      |  |        |         |  |       |   |         |                |  |   |                |  |  |                          |   |  |                      |   |   |       | 
|Jon
    W. Clark                                 |  | 2014 |  | $      | 300,000 |  |       | $ | 300,000 |                |  | $ | —              |  |  | $                        | — |  |                      | $ | — |       | 
|Chief
    Financial Officer                      |  | 2013 |  |        | 300,000 |  |       |   | 300,000 |                |  |   | 514,500        |  |  |                          | — |  |                      |   | — |       | 
|                                                 |  | 2012 |  |        | 275,000 |  |       |   | 300,000 |                |  |   | —              |  |  |                          | — |  |                      |   | — |       | 
|                                                 |  |      |  |        |         |  |       |   |         |                |  |   |                |  |  |                          |   |  |                      |   |   |       | 
|Edward
    J. Matey Jr.                          |  | 2014 |  | $      | 455,000 |  |       | $ | 140,000 |                |  | $ | —              |  |  | $                        | — |  |                      | $ | — |       | 
|Executive
    Vice President and General Counsel |  | 2013 |  |        | 455,000 |  |       |   | 125,000 |                |  |   | 514,500        |  |  |                          | — |  |                      |   | — |       | 
|                                                 |  | 2012 |  |        | 444,597 |  |       |   | 125,000 |                |  |   | —              |  |  |                          | — |  |                      |   | — |       | 





| | * | The column for “Change in Pension Value and Nonqualified Deferred Compensation Earnings” has been omitted because it is not applicable.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| | (1) | Amounts shown do not reflect compensation actually received by the named executive officers. Instead, the amounts shown are the aggregate grant date fair value of restricted stock, restricted stock units awards and/or LTIP Units issued to the executives in 2014, 2013, and 2012, respectively, as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the grant date value of such awards for 2014, 2013, and 2012 are set forth under Notes 2 and 12 of the Notes to Consolidated Financial Statements included in our Annual Reports on Form 10-K for the years ended December 31, 2014, 2013, and 2013, which were filed with the SEC on March 9, 2015, March 7, 2014, and March 8, 2013, respectively.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | No stock option awards were issued to the named executive officers in 2014, 2013, and 2012.
| | --- | -------------------------------------------------------------------------------------------



| | (3) | The table below shows the components of this column.
| | --- | ----------------------------------------------------





|Name                |  | Year |  | 401(K)
    Matching Contributions (a) |       |  | Term
    LifeInsurancePremiums(b) |   |       | Dividend
    Equivalents(c) |  |   | CarAllowance(d) |  |  | Total
    “All OtherCompensatio” |      
|------------------- |  | ---- |  | ------------------------------------- | ----- |  | --------------------------------- | - | ----- | --------------------------- |  | - | --------------- |  |  | -------------------------------- | -----
|Gordon F.
    DuGan |  | 2014 |  | $                                     | 7,650 |  |                                   | $ | 5,269 |                             |  | $ | 73,498          |  |  | $                                | -    
|Benjamin P. Harris  |  | 2014 |  |                                       | 7,650 |  |                                   |   | -     |                             |  |   | 30,384          |  |  |                                  | -    
|Jon W. Clark        |  | 2014 |  |                                       | 7,650 |  |                                   |   | -     |                             |  |   | 5,764           |  |  |                                  | -    
|Edward J. Matey Jr. |  | 2014 |  |                                       | 7,650 |  |                                   |   | -     |                             |  |   | 5,764           |  |  |                                  | -    
|                    |  |      |  |                                       |       |  |                                   |   |       |                             |  |   |                 |  |  |                                  |      
|Gordon F. DuGan     |  | 2013 |  | $                                     | 7,500 |  |                                   | $ | -     |                             |  | $ | -               |  |  | $                                | -    
|Benjamin P. Harris  |  | 2013 |  |                                       | 7,650 |  |                                   |   | -     |                             |  |   | -               |  |  |                                  | -    
|Jon W. Clark        |  | 2013 |  |                                       | 7,650 |  |                                   |   | -     |                             |  |   | -               |  |  |                                  | 1,500
|Edward J. Matey Jr. |  | 2013 |  |                                       | 7,650 |  |                                   |   | -     |                             |  |   | -               |  |  |                                  | 1,500
|                    |  |      |  |                                       |       |  |                                   |   |       |                             |  |   |                 |  |  |                                  |      
|Gordon F. DuGan     |  | 2012 |  | $                                     | -     |  |                                   | $ | -     |                             |  | $ | -               |  |  | $                                | -    
|Benjamin P. Harris  |  | 2012 |  |                                       | -     |  |                                   |   | -     |                             |  |   | -               |  |  |                                  | -    
|Jon W. Clark        |  | 2012 |  |                                       | 7,500 |  |                                   |   | -     |                             |  |   | -               |  |  |                                  | 9,000
|Edward J. Matey Jr. |  | 2012 |  |                                       | 7,500 |  |                                   |   | -     |                             |  |   | -               |  |  |                                  | 9,000



| | (a) | Represents our company's matching contributions with respect to amounts earned by the named executive officer under our 401(k) plan. Our 401(k) matching contributions are credited in the year subsequent to which employees make their contributions. Our 401(k) match is available to our employees generally.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Mr. DuGan’s employment
        contract provides for the reimbursement of certain term life insurance premiums.                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | Represents dividend equivalents
        paid on earned but unvested LTIPs, unvested RSUs and RSAs.                                                                                                
| | (d) | Represents car allowance paid pursuant to Mr. Clark’s employment agreement and to Mr. Matey. Each of Mr. Clark and Mr. Matey elected to forgo receipt of a car allowance subsequent to March 2013.





18







2014 Grants of Plan-Based Awards



The following table sets forth certain
information with respect to each grant of an award made to a named executive officer in the fiscal year ended December 31, 2014.



|                |  |            |  | Estimated Future Payouts Under Equity Incentive Plan Awards |   |  |              |  |   |             | 
|--------------- |  | ---------- |  | ----------------------------------------------------------- | - |  | ------------ |  | - | ----------- | 
|Name            |  | Grant Date |  | Threshold ($/#)                                             |   |  | Target ($/#) |  |   | Maximum (#) | 
|                |  |            |  |                                                             |   |  |              |  |   |             | 
|Gordon F. DuGan |  | 5/5/2014   |  |                                                             | - |  |              |  | - |             | 










| | (1) | A time vested stock award in the form of restricted stock units. The restricted stock units granted to Mr. DuGan will vest in one installment on the fifth anniversary of the grant date subject to continued employment.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards at Fiscal Year-End 2014



The following table sets forth certain
information with respect to all outstanding equity awards held by each named executive officer as of December 31, 2014.



|                    |  | Option Awards                   |       |     | Stock Awards          | 
|------------------- |  | ------------------------------- | ----- | --- | --------------------- | 
|                    |  | Number of Securities Underlying |       |     | Number of  Securities | 
|                    |  | Unexercised                     |       |     | Underlying            | 
|                    |  | Options                         |       |     | Unexercised           | 
|                    |  | (#)                             |       |     | (#)                   | 
|Name                |  | Exercisable                     |       |     | Unexercisable         | 
|Gordon F. DuGan     |  |                                 |       |     |                       | 
|Benjamin P. Harris  |  |                                 |       |     |                       | 
|Jon W. Clark        |  |                                 |       |     |                       | 
|                    |  |                                 | 1,351 | (4) |                       | 
|                    |  |                                 | 1,351 | (5) |                       | 
|Edward J. Matey Jr. |  |                                 |       |     |                       | 



| | (1) | Pursuant
to Mr. DuGan's employment agreement, we granted Mr. DuGan, 62,500 restricted shares of our common stock, 187,500 RSUs and an award
under the 2012 Outperformance Plan on July 1, 2012. The restricted shares of common stock vest in five equal installments beginning
on June 30, 2013 and continuing on each of the first four anniversaries of such date provided that Mr. DuGan remains employed
by us through each such date. The RSUs are scheduled to vest in five equal installments beginning on June 30, 2013 and continuing
on each of the first four anniversaries of such date; provided that the RSUs will only vest if both (i) Mr. DuGan remains employed
by us through the applicable vesting date and (ii) we achieve either a performance hurdle based on FFO during the prior year,
with agreed upon adjustments, or a common stock price hurdle.The award granted under the 2012 Outperformance Plan is subject
to performance –based vesting hurdles based on our stock appreciation during a four-year performance period and, if the
performance-based vesting is met under the 2012 Outperformance Plan, the awards will remain subject to vesting requirements based
on continued employment, with 50% scheduled to vest on June 30, 2016 and 50% scheduled to vest on June 30, 2017 subject to continued
employment through such dates. See "—2012 Outperformance Plan" for a description of the terms of the 2012 Outperformance
Plan. The amounts set forth in the Equity Incentive Plan Awards column above are based on the estimated number of RSUs and LTIP
Units that will be earned if we achieve the same per year stock appreciation during the applicable performance period under the
RSUs and 2012 Outperformance Plan as we did from the beginning of each performance period on July 1, 2012 through year-end 2012.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





19









| | (2) | In connection with Mr. Harris’ appointment, we granted Mr. Harris 37,500 restricted shares of our common stock, 112,500 RSUs and an award under the 2012 Outperformance Plan. Mr. Harris’ equity awards vest on the same schedule, in the same proportion, and on the same conditions as the equity awards for Mr. DuGan, as described above.                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) | In March 2013, we granted to each of Messrs. Clark and Matey, 6,250 time-vested RSAs, 18,750 performance-based RSUs and $1.0 million maximum value LTIP Units.  These equity awards will vest on the same schedule, in the same proportion, and on the same conditions as the equity awards for Messrs. DuGan and Harris as described above, except that the stock increase vesting thresholds for Messrs. Clark and Matey’s RSUs are somewhat higher than the thresholds for Messrs. DuGan and Harris to reflect the higher per share value of our stock in March 2013 as compared to July 1, 2012 and Messrs. Clark and Matey’s time-vested RSAs and performance based RSUs are scheduled to vest on December 15th of each year as opposed to June 30th.
| | (4) | Includes an option award granted on June 28, 2007, which vested in three equal annual installments beginning on June 28, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (5) | Includes an option award granted on December 31, 2007, a third of which vested immediately upon grant and the remaining portion vested in two equal annual installments beginning on December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (6) | Based on a price of $27.60 per share/unit, which was the closing price on the New York Stock Exchange of one share of our common stock on December 31, 2014, adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015. Assumes that the value of LTIP Units on a per unit basis is equal to the per share value of our common stock.                                                                                                                                                                                                                                                                                                                                                       



Option
Exercises and Stock Vested



The following table sets forth certain
information with respect to the exercise of stock options, stock appreciation rights (“SARs”), and similar instruments,
and the vesting of stock, including restricted stock, restricted stock units and similar instruments for each named executive officer
during the fiscal year ended December 31, 2014.



|                    |  | Option Awards                             |   |  | Stock Awards                      |  
|------------------- |  | ----------------------------------------- | - |  | --------------------------------- | -
|Name                |  | Number of Shares Acquired on Exercise (#) |   |  | Value Realized onExercise(1)  ($) |  
|Gordon F. DuGan     |  |                                           | - |  |                                   | $
|Benjamin P. Harris  |  |                                           | - |  |                                   | $
|Jon W. Clark        |  |                                           | - |  |                                   | $
|Edward J. Matey Jr. |  |                                           | - |  |                                   | $



| | (1) | Amounts
reflect the difference between the exercise price of the option and the market price at the time of exercise.                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Amounts
reflect the market value of the stock on the day the stock vested, adjusted for the effect of the 1-for-4 reverse common stock
split effective at 5:00 p.m. on March 20, 2015.





Pension Benefits



Our named executive officers received no
benefits in fiscal year 2014 from us under defined pension or defined contribution plans. See “— Summary Compensation
Table.”



Nonqualified Deferred Compensation



We do not have a nonqualified deferred
compensation plan that provides for deferral of compensation on a basis that is not tax-qualified for our named executive officers.



Potential Payments upon Termination
or Change in Control



General



We maintain employment agreements with
Messrs. DuGan, Clark and Harris. This section discusses the amount of compensation payable to our named executive officers and
current executive officers upon termination of the executive officer's employment (i) by us with “Cause,” (ii) by the
named executive officer without “Good Reason,” (iii) by us without “Cause,” (iv) by the named executive
officer with “Good Reason,” (v) in the event of death or “Disability” of the named executive officer or
(vi) in connection with a “Change-in-Control” of us (each, a “Triggering Event”) as described below. The
following discussion assumes such termination was effective as of December 31, 2014 and estimates the amounts that would be paid
out in such circumstances if the applicable agreement had then been in effect.



20









Employment and Retention Agreements



Each of Messrs. DuGan, Harris and Clark
have entered into employment agreements with us. Illustrated below are the severance provisions associated with each Triggering
Event discussed above.



Gordon F. DuGan. Mr. DuGan's employment
agreement has a term commencing on July 1, 2012 and ending on June 30, 2017, with an automatic renewal for a single one-year period
unless either party delivers three months' prior written notice of non-renewal under the agreement. The agreement provides for
an annual salary of no less than $750,000 and such discretionary annual bonuses as we, in our sole discretion, may deem appropriate
to reward Mr. DuGan for job performance. Mr. DuGan was originally entitled to receive a one-time signing bonus of $400,000, of
which $200,000 was paid on July 1, 2012 and the remainder was to be payable in three equal installments on June 30, 2013, June
30, 2014 and June 30, 2015. However, in April 2013 Mr. DuGan agreed to forego the remainder of his signing bonus to determine the
amount of his bonus in future years solely based on his and the Company’s performance. Pursuant to the agreement, Mr. DuGan
was also granted 62,500 RSAs and 187,500 RSUs under the Gramercy Property Trust Inc. 2012 Inducement Equity Plan. The RSAs vest
in five equal installments beginning on June 30, 2013 and each of the next four anniversaries of such date provided that Mr. DuGan
remains employed by us. Vesting of the RSUs is subject to the achievement of performance-based vesting hurdles based on absolute
increases in our stock price or FFO during the five-year vesting period in addition to continued employment. Full vesting of the
RSUs through achievement of the stock increase thresholds requires, in effect, a 100% increase of our per share stock price during
the vesting period of our common share price from June 29, 2012. Two fifths of the grant have vested. The specific annual stock
increase hurdles are as follows: June 30, 2015 – $16.00 per share, June 30, 2016 – $18.00 per share
and June 30, 2017 – $20.00 per share, with each hurdle reduced by any per share common stock dividends that we
declare after July 1, 2012. Full vesting of the RSUs through achievement of the FFO increase thresholds requires proportionately
similar increases in our FFO levels during the vesting period. In the event that the performance hurdles are not met on a vesting
date, the RSUs scheduled to vest on that vesting date may vest on a subsequent vesting date if the common stock price hurdle is
met as of such subsequent vesting date or the FFO hurdles have been met on a cumulative basis through such subsequent vesting date.
In the event of a Change-in-Control, the performance hurdles for the RSUs will be measured as of the date of the Change-in-Control
and any RSUs with respect to which the performance hurdles are met will remain subject to vesting based on continued employment
through the original vesting dates. Upon a Change-in-Control, the performance hurdles will be satisfied with respect to the greater
of (i) a pro rata amount of the total RSUs based on the portion of the five-year vesting period that had elapsed if the FFO hurdle
is met on a cumulative basis through the most recent quarter ended prior to the Change-in-Control or (ii) from 20% to 100% (in
20% increments) of the total RSUs based on the common stock price upon the Change-in-Control as compared to common stock price
hurdles from $12.00 per share to $20.00 per share (in $2.00 increments).



Under the agreement, we are also obligated
to maintain a life insurance policy for the benefit of Mr. DuGan's beneficiaries in the face amount of $5,000,000, or if not available
at reasonable rates, to self-insure Mr. DuGan up to the maximum cash severance payable under the agreement. If Mr. DuGan is terminated
for any reason, under the agreement he will be subject to the following obligations: (i) noncompetition with us for 18 months (or
12 months if his employment is terminated due to a non-renewal of the term of employment by us, or six months if (A) his employment
is terminated by us without Cause (as defined in Mr. DuGan's employment agreement) for Good Reason (as defined in Mr. DuGan's employment
agreement) by Mr. DuGan after a Change-in-Control (as defined in Mr. DuGan's employment agreement) or (B) Mr. DuGan's employment
is terminated upon or after the expiration of the one-year renewal term); (ii) non-solicitation of our employees for two-years;
and (iii) non-disparagement of us and non-interference with our business for one year. The employment agreement also provides for
the following payments and benefits to Mr. DuGan in connection with the termination of his employment with us:



| | • | Termination without Cause or with Good Reason. If Mr. DuGan's employment is terminated by us without Cause or by Mr. DuGan with Good Reason, Mr. DuGan will receive the following payments and benefits. Mr. DuGan will receive a cash severance payment equal to two multiplied by the sum of (i) his average annual base salary in effect during the preceding 24 months (his “Prior Salary”), plus (ii) the highest annual cash bonus paid to Mr. DuGan during the three fiscal years prior to the date of termination (including any equity awarded as bonus), which amount shall be payable in 24 equal monthly installments; provided that, if Mr. DuGan is terminated by us without Cause by the non-renewal of the one year extension term, then Mr. DuGan shall instead receive the sum of his Prior Salary and his Prior Bonus as opposed to two times such amount. If the termination occurs in 2013 or a later year, we will pay to Mr. DuGan a prorated annual performance bonus based on his Prior Bonus (his “Prorated Annual Bonus”) for the year in which Mr. DuGan's employment is terminated (and the prior year if such bonus had not yet been determined). Mr. DuGan will also receive a monthly cash payment for 24 months equal to the monthly cash payment that we would have paid to provide health insurance for Mr. DuGan. Mr. DuGan's unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 24 months of Mr. DuGan's termination will vest, provided that if such termination is in connection with or within 18 months following a Change-in-Control, then all such awards shall vest; (ii) if Mr. DuGan is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 40% of the initial RSU grant will vest; and (iii) if Mr. DuGan is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control. Mr. DuGan's receipt of these payments and benefits in connection with a termination without Cause or for Good Reason is subject to his execution of a general release of claims with our company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





21







| | • | Termination upon Death. If Mr. DuGan's employment is terminated upon his death, Mr. DuGan's estate will receive his Prorated Annual Bonus for the year in which Mr. DuGan's employment is terminated (and the prior year if such bonus had not yet been determined). In addition, in the event of such a termination, Mr. DuGan's unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 12 months of the termination date will vest; (ii) if the termination date occurs prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if the termination date occurs on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control. Notwithstanding the foregoing, Mr. DuGan's estate will only be entitled to receive such payments and benefits to the extent that their aggregate value together with the value of any other accelerated vesting of equity awards granted by our company exceeds the amount payable to Mr. DuGan's beneficiaries under the life insurance policy, or self-insurance, maintained by us.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination upon Disability. If Mr. DuGan's employment is terminated by us due to Mr. DuGan's disability, Mr. DuGan will receive (i) a cash severance payment equal to the sum of his Prior Salary and his Prior Bonus, which will be payable in 24 equal monthly installments, (ii) if the termination date occurs during 2013 or a later year, his Prorated Annual Bonus for the year in which Mr. DuGan's employment is terminated provided that the Prorated Annual Bonus shall be less the amount of any annual bonus, or advance thereof, previously paid for the applicable period, and (iii) a monthly cash payment for 12 months equal to the monthly cash payment that we would have paid to provide health insurance for Mr. DuGan. In addition, in the event of such a termination, Mr. DuGan's unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 12 months of Mr. DuGan's termination will vest; (ii) if Mr. DuGan is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if Mr. DuGan is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control. Mr. DuGan's receipt of these payments and benefits in connection with a termination upon disability is subject to his execution of a general release of claims with us.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To the extent necessary to avoid the imposition
of an additional tax under Section 409A of the Code, severance pay and benefits will be delayed until six months after termination,
or death, whichever is earlier, during which time the payments will accrue interest at the rate of 5% per annum.



If any payments and benefits to be paid
or provided to Mr. DuGan, whether under his employment agreement or otherwise, would be subject to “golden parachute”
excise taxes under the Code, Mr. DuGan's payments and benefits under his employment agreement will be reduced to the extent necessary
to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to Mr.
DuGan.



The following table illustrates Mr. DuGan's
potential payment and other benefits upon termination of his employment or Change-in-Control of us.



|Gordon F. DuGan                   |  | Base Salary |           |  | Bonus |   |         | Medical and Welfare Benefits |  |   | AcceleratedEquity  (1) |  |  | Total |          
|--------------------------------- |  | ----------- | --------- |  | ----- | - | ------- | ---------------------------- |  | - | ---------------------- |  |  | ----- | ---------
|With Cause or Without Good Reason |  | —           |           |  | —     |   |         | —                            |  |   | —                      |  |  | —     |          
|Without Cause or with Good Reason |  | $           | 1,500,000 |  |       | $ | 600,000 |                              |  | $ | 35,659                 |  |  | $     | 2,760,000
|Death                             |  |             | —         |  |       | $ | 300,000 |                              |  |   | —                      |  |  | $     | 1,380,000
|Disability                        |  | $           | 750,000   |  |       | $ | 300,000 |                              |  | $ | 17,829                 |  |  | $     | 1,380,000
|Without Cause or with Good Reason |  |             |           |  |       |   |         |                              |  |   |                        |  |  |       |          
|Following Change-in-Control       |  | $           | 1,500,000 |  |       | $ | 600,000 |                              |  | $ | 35,659                 |  |  | $     | 5,221,800





22







| | (1) | Upon a hypothetical termination on December 31, 2014, Mr. DuGan would have been entitled to (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 24 months of Mr. DuGan's termination will vest, provided that if such termination is in connection with or within 18 months following a Change-in-Control, then all such awards shall vest; (ii) if Mr. DuGan is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 40% of the initial RSU grant will vest; and (iii) if Mr. DuGan is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Benjamin P. Harris. Mr. Harris’
employment agreement has a term commencing on July 1, 2012 and ending on June 30, 2017, with an automatic renewal for a single
one-year period unless either party delivers three months' prior written notice of non-renewal under the agreement. The agreement
provides for an annual salary of no less than $600,000, and such discretionary annual bonuses as we, in our sole discretion, may
deem appropriate to reward Mr. Harris for job performance. Mr. Harris received a one-time signing bonus of $150,000, of which $75,000
was paid on July 1, 2012 and the remainder payable in three equal installments on June 13, 2013, June 13, 2014 and June 13, 2015;
provided that Mr. Harris remains employed by our company on each such date. Pursuant to the agreement, Mr. Harris was also granted
37,500 RSAs and 112,500 RSUs under the Gramercy Property Trust Inc. 2012 Inducement Equity Plan, which awards vest on the same
schedule, in the same proportion, and on the same conditions as the equity awards for Mr. DuGan described above.



If Mr. Harris’ employment is terminated
for any reason, under the agreement he will be subject to the following continuing obligations after termination: (i) noncompetition
with us for 12 months (6 months if (A) employment is terminated without Cause by us or any successor or for Good Reason by Mr.
Harris or (B) Mr. Harris’ employment is terminated upon or after the expiration of the one-year renewal term); (ii) nonsolicitation
of our employees for two-years; and (iii) non-disparagement of us and non-interference with our business for one year. The employment
agreement also provides for the following payments and benefits to Mr. Harris in connection with the termination of his employment
with us:



| | • | Termination without Cause or with Good Reason. If Mr. Harris’ employment is terminated by us without Cause or by Mr. Harris with Good Reason, Mr. Harris will receive the following payments and benefits. Mr. Harris will receive a cash severance payment equal to the sum (or, if such termination occurs in connection with or within 18 months of a Change-in-Control, 1.5 times the sum) of (i) his average annual base salary in effect during the preceding 24 months (his “Prior Salary”), plus (ii) the highest annual cash bonus paid to Mr. Harris during the three fiscal years prior to the date of termination (including any equity awarded as bonus), which amount shall be payable in 12 equal monthly installments. Mr. Harris will also receive any unpaid amount of his signing bonus and, if the termination occurs in 2013 or a later year, we will pay to Mr. Harris his Prorated Annual Bonus for the year in which Mr. Harris’ employment is terminated (and the prior year if such bonus had not yet been determined). Mr. Harris will also receive a monthly cash payment for 12 months equal to the monthly cash payment that we would have paid to provide health insurance for Mr. Harris. Mr. Harris’ unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 12 months of Mr. Harris’ termination will vest, provided that if such termination is in connection with or within 18 months following a Change-in-Control, then all such awards shall vest; (ii) if Mr. Harris is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if Mr. Harris is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control. Mr. Harris’ receipt of these payments and benefits in connection with a termination without Cause or for Good Reason is subject to his execution of a general release of claims with our company.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination upon Death. If Mr. Harris’ employment is terminated upon his death, Mr. Harris’ estate will receive (i) any unpaid amount of his signing bonus, (ii) if the termination date occurs during 2014 or a later year, his Prorated Annual Bonus for the year in which Mr. Harris’ employment is terminated (and the prior year if such bonus had not yet been determined). In addition, in the event of such a termination, Mr. Harris’ unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 12 months of the termination date will vest; (ii) if the termination date occurs prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if the termination date occurs on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





23







| | • | Termination upon Disability. If Mr. Harris’ employment is terminated by us due to Mr. Harris’ disability, Mr. Harris will receive (i) a cash severance payment equal to the sum of his Prior Salary and his Prior Bonus, which will be payable in 12 equal monthly installments, (ii) any unpaid amount of his signing bonus, (iii) if the termination date occurs during 2014 or a later year, his Prorated Annual Bonus for the year in which Mr. Harris’ employment is terminated provided that the Prorated Annual Bonus shall be less the amount of any annual bonus, or advance thereof, previously paid for the applicable period, and (iv) a monthly cash payment for 12 months equal to the monthly cash payment that we would have paid to provide health insurance for Mr. Harris. In addition, in the event of such a termination, Mr. Harris’ unvested equity awards will be treated as follows: (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 12 months of Mr. Harris’ termination will vest; (ii) if Mr. Harris is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if Mr. Harris is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control. Mr. Harris’ receipt of these payments and benefits in connection with a termination upon disability is subject to his execution of a general release of claims with us.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



To the extent necessary to avoid the imposition
of an additional tax under Section 409A of the Code, severance pay and benefits will be delayed until six months after termination,
or death, whichever is earlier, during which time the payments will accrue interest at the rate of 5% per annum.



If any payments and benefits to be paid
or provided to Mr. Harris, whether under his employment agreement or otherwise, would be subject to “golden parachute”
excise taxes under the Code, Mr. Harris’ payments and benefits under his employment agreement will be reduced to the extent
necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit
to Mr. Harris.



The following table illustrates Mr.
Harris’ potential payment and other benefits upon termination of his employment or Change-in-Control of our company under
his employment agreement.

|Benjamin P. Harris                |  | Base Salary |         |  | Bonus |   |         | Medical and Welfare Benefits |  |   | AcceleratedEquity  (1) |  |  | Total |          
|--------------------------------- |  | ----------- | ------- |  | ----- | - | ------- | ---------------------------- |  | - | ---------------------- |  |  | ----- | ---------
|With Cause or Without Good Reason |  | —           |         |  | —     |   |         | —                            |  |   | —                      |  |  | —     |          
|Without Cause or with Good Reason |  | $           | 600,000 |  |       | $ | 625,000 |                              |  | $ | 17,829                 |  |  | $     | 828,000  
|Death                             |  |             | —       |  |       | $ | 625,000 |                              |  |   | —                      |  |  | $     | 828,000  
|Disability                        |  | $           | 600,000 |  |       | $ | 625,000 |                              |  | $ | 17,829                 |  |  | $     | 828,000  
|Without Cause or with Good Reason |  |             |         |  |       |   |         |                              |  |   |                        |  |  |       |          
|Following Change-in-Control       |  | $           | 900,000 |  |       | $ | 925,000 |                              |  | $ | 17,829                 |  |  | $     | 2,484,000



| | (1) | Upon a hypothetical termination on December 31, 2014,  Mr. Harris would have been entitled to (i) all unvested equity awards (other than the awards of LTIP Units under the 2012 Outperformance Plan and RSUs referenced above and any other performance-based equity award) that would have otherwise vested within 12 months of Mr. Harris’ termination will vest, provided that if such termination is in connection with or within 18 months following a Change-in-Control, then all such awards shall vest; (ii) if Mr. Harris is terminated prior to any Change-in-Control, then unvested RSUs in an amount equal to 20% of the initial RSU grant will vest; and (iii) if Mr. Harris is terminated on or after a Change-in-Control, then unvested RSUs will be treated pursuant to clause (i) after giving effect to the measurement of performance-based hurdles under the terms of the RSUs as of the Change-in-Control.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Jon W. Clark. Mr. Clark's employment
agreement, as amended, had an initial term ending on April 30, 2014, which automatically renewed for a successive one-year period
and will continue to automatically renew for successive one-year periods after April 30, 2016, unless either party serves the required
notice under the agreement. The agreement had provided for an annual salary of $275,000 and such discretionary annual bonuses as
we, in our sole discretion, may deem appropriate to reward Mr. Clark for job performance. The target annual bonus for 2012 and
2013 was at least $300,000. Mr. Clark is also entitled to a monthly car allowance of $750. However, Mr. Clark elected to forgo
such car allowance subsequent to March 2013. If Mr. Clark is terminated for any reason prior to April 30, 2016, under the agreement
he will be subject to the following obligations: (i) noncompetition with us for six months (or three months if his employment is
terminated due to a non-renewal of the term of employment by us or for Cause (as defined in Mr. Clark's employment agreement) not
related to our business or if Mr. Clark terminates his employment after the payment of a discretionary bonus for any year in an
amount less than $300,000); (ii) non-solicitation of our employees for two-years; and (iii) non-disparagement of us and non-interference
with our business for one year. The employment agreement also provides for the following payments and benefits to Mr. Clark in
connection with the termination of his employment with us:





24







| | • | Termination with Cause or without Good Reason. If Mr. Clark's employment is terminated by us with Cause or by Mr. Clark without Good Reason (as defined in Mr. Clark's employment agreement), Mr. Clark shall be entitled to receive earned and accrued but unpaid base salary, but we shall have no further obligations following such termination.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination without Cause or with Good Reason. If Mr. Clark's employment is terminated by us without Cause or by Mr. Clark for Good Reason, Mr. Clark will receive (i) earned and accrued but unpaid base salary, (ii) annual base salary for a period of six months following termination and (iii) a prorated annual bonus and an additional 6-month performance bonus, subject to certain formula. Mr. Clark will continue to receive his medical and welfare benefits for six months, and all of his unvested and unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, will fully vest or become exercisable on the date of termination. Mr. Clark will also have 12 months of additional vesting for his outstanding restricted stock, options or other equity-based awards and any then vested unexercised stock options will remain exercisable until the earlier of the expiration of their term or the second January 1 following the termination date. If such termination occurs in connection with or within 18 months after a Change-in-Control (as defined in Mr. Clark's employment agreement), then Mr. Clark will be entitled to (i) a single lump-sum payment of an amount equal to (a) 12 months of annual base salary and (b) a prorated annual bonus and an additional 12-month performance bonus, subject to certain formula, and (ii) the other payments and benefits described above for a period of 12 months following termination.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Termination upon Death. If Mr. Clark's employment
        is terminated by us upon his death, his estate will receive (i) earned and accrued but unpaid base salary, (ii) any earned and
        accrued by unpaid base salary and (iii) a prorated annual bonus, subject to certain conditions. In addition, all of Mr. Clark's
        unvested and unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus
        will fully vest or become exercisable on the date of termination and he will be entitled to 12 months of additional vesting of
        his outstanding restricted stock, options or other equity-based awards and any then vested unexercised stock options will remain
        exercisable until the earlier of the expiration of their term or the second January 1 following the termination date.                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Termination upon Disability. If Mr. Clark's employment is terminated by us upon his Disability (as defined in Mr. Clark's employment agreement), Mr. Clark will receive (i) annual base salary for a period of six months following termination and (ii) a prorated annual bonus and an additional six-month performance bonus, subject to certain conditions. Mr. Clark will continue to receive his medical and welfare benefits for six months, and all of his unvested and unexercisable restricted stock, options or other equity-based awards that were granted as payment of a cash bonus, will fully vest or become exercisable on the date of termination. Mr. Clark will also have 12 months of additional vesting for his outstanding restricted stock, options or other equity-based awards and any then vested unexercised stock options will remain exercisable until the earlier of the expiration of their term or the second January 1 following the termination date.



The following table illustrates Mr. Clark's
potential payments and other benefits upon termination of employment or Change-in-Control of our company under his employment agreement.





|Jon W. Clark                      |  | Base Salary |         |  | Bonus |   |         | Medical and Welfare Benefits |  |   | AcceleratedEquity  (1) |  |  | Total |        
|--------------------------------- |  | ----------- | ------- |  | ----- | - | ------- | ---------------------------- |  | - | ---------------------- |  |  | ----- | -------
|With Cause or Without Good Reason |  | —           |         |  | —     |   |         | —                            |  |   | —                      |  |  | —     |        
|Without Cause or with Good Reason |  | $           | 150,000 |  |       | $ | 150,000 |                              |  | $ | 8,793                  |  |  | $     | 138,000
|Death                             |  |             | —       |  |       | $ | 150,000 |                              |  |   | —                      |  |  | $     | 138,000
|Disability                        |  | $           | 150,000 |  |       | $ | 150,000 |                              |  | $ | 8,793                  |  |  | $     | 138,000
|Without Cause or with Good Reason |  |             |         |  |       |   |         |                              |  |   |                        |  |  |       |        
|Following Change-in-Control       |  | $           | 300,000 |  |       | $ | 300,000 |                              |  | $ | 17,586                 |  |  | $     | 138,000



| | (1) | Upon a hypothetical termination on December 31, 2014, Mr. Clark would have been entitled to 12 months of additional vesting of any outstanding time-based restricted stock.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------





25









Compensation Committee Interlocks and
Insider Participation



There are no Compensation
Committee interlocks and none of our employees participate on our Compensation Committee.



Director Compensation



The following table* sets forth information
regarding the compensation paid to, and the compensation expense we recognized with respect to, our non-executive directors during
the fiscal year ended December 31, 2014:



|Name               |  | Fees Earnedor Paid inCash (1)($) |         |  | StockAwards (2)($) |   |       | OptionAwards (3)($) |  |   | All OtherCompensation (4)($) |  |  | Total($) |       
|------------------ |  | -------------------------------- | ------- |  | ------------------ | - | ----- | ------------------- |  | - | ---------------------------- |  |  | -------- | ------
|Allan J. Baum      |  | $                                | 213,000 |  |                    | $ | 8,685 |                     |  | $ | 8,750                        |  |  | $        | 30,257
|Thomas D. Eckert   |  | $                                | —       |  |                    | $ | —     |                     |  |   | —                            |  |  | $        | —     
|Gregory F. Hughes  |  | $                                | 172,000 |  |                    | $ | 8,685 |                     |  | $ | 8,750                        |  |  | $        | 3,873 
|Jeffrey E. Kelter  |  | $                                | 147,000 |  |                    | $ | 8,685 |                     |  | $ | 8,750                        |  |  | $        | 28,393
|Charles S. Laven   |  | $                                | 146,000 |  |                    | $ | 8,685 |                     |  | $ | 8,750                        |  |  | $        | 26,518
|William H. Lenehan |  | $                                | 138,000 |  |                    | $ | 8,685 |                     |  | $ | 8,750                        |  |  | $        | —     
|                   |  |                                  |         |  |                    |   |       |                     |  |   |                              |  |  |          |       
|Former Director    |  |                                  |         |  |                    |   |       |                     |  |   |                              |  |  |          |       
|Marc Holliday      |  | $                                | 100,500 |  |                    | $ | 8,685 |                     |  | $ | 8,750                        |  |  | $        | —     





| | *   | The columns for “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” have been omitted because they are not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (1) | Mr. Baum deferred $85,000 and each of Messrs. Kelter, Hughes, and Laven deferred $60,000 of his 2014 cash compensation pursuant to our Directors’ Deferral Program. Deferred compensation is comprised of 50% of annual fees earned and is credited in the form of phantom stock units. Mr. Baum received 3,754 and each of Messrs. Kelter, Hughes, and Laven received 2,650 phantom stock units, in connection with 2014 cash compensation each elected to defer.                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (2) | Amounts shown do not reflect compensation actually received by the named director. Instead, the amounts shown are the aggregate grant date fair value of stock awards issued to the director as determined pursuant to Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 “Compensation — Stock Compensation,” or FASB ASC Topic 718. The assumptions used to calculate the grant date value of such awards for are set forth under Notes 2 and 13 of the Notes to Consolidated Financial Statements  included in our Annual Report on Form 10-K for the year ended December 31, 2014. The shares of restricted stock held by each non-executive director as of December 31, 2014 were as follows: Mr. Baum — 750; Mr. Hughes — 625; Mr. Kelter — 750; Mr. Laven — 750 and Mr. Lenehan — 625.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (3) | Amounts shown do not reflect compensation actually
        received by the named director. Instead, the amounts shown are the aggregate grant date fair value of the option awards issued
        to the director as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the grant date value of such awards
        are set forth under Notes 2 and 13 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K
        for the year ended December 31, 2014. The number of options held by to each non-executive director as of December 31, 2014 was
        as follows: Mr. Baum — 11,452; Mr. Lenehan--- 2,500; Mr. Hughes — 2,500; Mr. Kelter — 11,452; and Mr. Laven —
        11,452.                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (4) | Represents dividend equivalents paid on phantom stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



During the fiscal year ended December 31,
2014, each non-executive director received a fee in the amount of $120,000. Each non-executive director also received $1,500 for
each meeting of our Board of Directors or a committee of our Board of Directors that he attended. The annual fees payable to our
non-executive directors are determined by our Compensation Committee. These fees are payable quarterly, half in cash and half in
stock, with each non-executive director having the option to elect to take stock in lieu of cash, up to the full amount or to elect
to defer all or part of the annual fee pursuant to our Directors’ Deferral Program, as described below. Any portion of the
annual fee that a non-executive director elects to receive or defer in stock is made under our Equity Incentive Plan.





26







Each non-executive director who served
as a chairman of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee received an additional
fee of $10,000, $7,500 and $5,000, respectively, which fees are payable in cash, unless such chairman elects to defer all or part
of such fees pursuant to our Directors’ Deferral Program. In addition, under our Equity Incentive Plan, each non-executive
director is entitled to an annual grant of stock options to purchase 1,250 shares of common stock, which are priced at the close
of business on the first business day in the year of grant, all of which vest on the date of grant. Each non-executive director
was also entitled to an annual grant (reviewed on an annual basis) of 375 shares of restricted common stock pursuant to our Equity
Incentive Plan, a third of which will vest on the first business day one year from the date of grant, and each of the following
two-years, respectively, subject to the non-executive director being a member of our Board of Directors on the date such award
is expected to vest. A non-executive director may elect to defer all or part of the annual stock grant pursuant to our Directors’
Deferral Program. In addition, we reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their
services on our Board of Directors. No amounts were reimbursed for such expenses during 2014.



On March 16, 2005, our Board of Directors
adopted the Directors’ Deferral Program for non-executive directors. Our non-executive directors may elect to defer up to
100% of their annual cash retainer fees, chairman fees, committee meeting fees and annual stock grant under the Directors’
Deferral Program. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom
shares. Distributions on vested phantom shares shall be made in cash or, if elected by the non-executive director, in shares of
common stock. Phantom shares will be settled by the transfer to the non-executive director of one share of common stock for each
phantom share, provided that our Compensation Committee at the time of the grant may provide that phantom shares may be settled
(i) in cash at the applicable phantom share value, (ii) in cash or by transfer of shares of common stock as elected by the non-executive
director or (iii) in cash or by transfer of shares of common stock as elected by us. Phantom shares will be settled on the first
day of the month following the date on which the phantom shares vest, or at the election of the non-executive director, upon the
earlier of such non-executive director’s termination of service, his death or change in control by us, as defined in the
Directors’ Deferral Program.



Effective as of January
16, 2014, Allan J. Baum was appointed Chairman, as described on page 5 under “Corporate Governance Matters — Board
of Directors Leadership Structure.” Mr. Baum had been our Lead Independent Director since 2012. In connection with Mr. Baum’s
appointment as Chairman and Lead Independent Director prior to that, Mr. Baum is entitled to receive an additional annual retainer,
separate from and in addition to fees payable to all independent directors, of $75,000 for 2012 and $50,000 for each year thereafter,
payable 50% in the form of cash and 50% in the form of common stock, unless Mr. Baum elects to receive 100% of the additional annual
retainer in the form of stock.



27









|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table
summarizes information, as of December 31, 2014, relating to our equity compensation plans pursuant to which shares of our common
stock or other equity securities may be granted from time to time.









|                                                              |  |                            |        |  |                      |   |       | (c)                       | 
|------------------------------------------------------------- |  | -------------------------- | ------ |  | -------------------- | - | ----- | ------------------------- | 
|                                                              |  |                            |        |  |                      |   |       | Number of securities      | 
|                                                              |  | (a)                        |        |  | (b)                  |   |       | remaining available for   | 
|                                                              |  | Number of securities to    |        |  | Weighted-average     |   |       | future issuance under     | 
|                                                              |  | be issued upon exercise of |        |  | exercise price of    |   |       | equity compensation plans | 
|                                                              |  | outstanding options,       |        |  | outstanding options, |   |       | (excluding securities     | 
|Plan Category                                                 |  | warrants and rights        |        |  | warrants and rights  |   |       | reflected in column (a))  | 
|Equity compensation plans approved by security holders(1)     |  |                            | 51,726 |  |                      | $ | 51.28 |                           | 
|Equity compensation plans not approved by security holders(2) |  |                            | —      |  |                      |   | —     |                           | 
|Total                                                         |  |                            | 51,726 |  |                      | $ | 51.28 |                           | 













| | (1) | Includes information related to our 2004 equity incentive plan.
| | --- | ---------------------------------------------------------------

| | (2) | Includes information related to our 2012 Inducement Equity Incentive Plan; Assumes there have been 600,000 units of limited
partnership interests in our Operating Partnership, or LTIP Units, issued pursuant to the 2012 Inducement Equity Incentive Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Amended and Restated 2004 Equity Incentive Plan



Our Board of Directors adopted at the July
2004 meeting of our Board of Directors, and our common stockholders ratified, a long-term, ten-year compensation program, which
was later amended and restated, for certain employees, directors, officers, advisors, consultants and other personnel, including
any of our joint venture affiliates. Of the options or stock that have not been granted at the time of our initial public offering,
our Compensation Committee shall have the right to make such awards in the form of equity incentive compensation on such terms
as our Compensation Committee may deem appropriate. Our Compensation Committee has the authority to administer and interpret our
2004 Equity Incentive Plan, to authorize the granting of awards, to determine the eligibility of certain of our employees, directors,
officers, advisors, consultants and other personnel and any of our joint venture affiliates to receive an award, to determine the
number of shares of common stock to be converted by each award, to determine the terms, provisions and conditions of each award,
to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it
deems necessary or appropriate. Our Compensation Committee, in its discretion, may delegate to our Chief Executive Officer all
or part of the Committee’s authority and duties with respect to awards; provided, however, that we may not delegate its authority
and duties with respect to awards that have been, or will be, granted to our Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer, General Counsel or President or any Executive Vice President. The 2004 Equity Incentive Plan expired by
its terms in July 2014 and no further grants can be made under the 2004 Equity Incentive Plan.



2012 Inducement Equity Incentive Plan



In connection with the equity awards to
be made to Messrs. DuGan and Harris, and Nicholas L. Pell, who joined us as a Managing Director, and in connection with our hiring
of these executives, our Board of Directors adopted the Gramercy Property Trust Inc. 2012 Inducement Equity Incentive Plan as of
June 7, 2012. Under the 2012 Inducement Equity Incentive Plan, we may grant equity awards for up to 1,125,000 shares of common
stock pursuant to the employment inducement award exemption provided by Section 303A.08 of the NYSE Listed Company Manual. After
deducting the shares granted in connection with the hiring of Messrs. DuGan, Harris and Pell, only approximately 36,765 shares
remain available for issuance under the plan. The 2012 Inducement Equity Incentive Plan permits us to issue a variety of equity
awards, including stock options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards. The
2012 Inducement Equity Incentive Plan is administered by our Compensation Committee. The 2012 Inducement Equity Incentive Plan
will terminate on the ten-year anniversary of our Board of Directors' approval of the 2012 Inducement Equity Incentive Plan, provided
our Board of Directors may terminate the 2012 Inducement Equity Incentive Plan at any time. All of the shares available under the
2012 Inducement Equity Incentive Plan were initially issued or reserved for issuance to Messrs. DuGan, Harris and Pell in connection
with the equity awards made upon the commencement of their employment with us.





28







2012 Outperformance Plan



In connection with the hiring of Messrs.
DuGan and Harris, our Board of Directors approved a new outperformance plan, the 2012 Outperformance Plan. Pursuant to the 2012
Outperformance Plan, these executives, in the aggregate, may earn up to a maximum dollar amount of LTIP Units based on our common
stock price appreciation over a four-year performance period ending June 30, 2016. The amount of LTIP Units earned under the 2012
Outperformance Plan will range from 20% of the maximum amount if our common stock price equals a minimum hurdle of $20.00 per share
(less any dividends paid during the performance period) to the maximum amount if our common stock price equals or exceeds $36.00
per share (less any dividends paid during the performance period) at the end of the performance period. The executives will not
earn any LTIP Units under the 2012 Outperformance Plan to the extent that our common stock price is less than the minimum hurdle.



During the performance period, the executives
may earn up to 12%, 24% and 36% of the maximum amount under the 2012 Outperformance Plan at the end of the first, second and third
years, respectively, of the performance period if our common stock price has equaled or exceeded the stock price hurdles as of
the end of such years. If the minimum stock price hurdle is met as of the end of any such year, the actual amount earned will range
on a sliding scale from 20% of the maximum amount that may be earned as of such date (at the minimum stock price hurdle) to 100%
of the maximum amount that may be earned as of such date (at the maximum stock price hurdle). Any LTIP Units earned under the 2012
Outperformance Plan will remain subject to vesting, with 50% of any LTIP Units earned vesting on June 30, 2016 and the remaining
50% vesting on June 30, 2017 based, in each case, on continued employment through the vesting date.



Upon the occurrence of a Change-in-Control
at any time prior to the end of the performance period, the performance period will be shortened to end on the date of such Change-in-Control,
performance will be measured based on the common stock price as of the Change-in- Control and all LTIP Units that are earned will
vest as of such date. In the event of a Change-in-Control after the end of the performance period, all LTIP Units that had been
previously earned will vest as of such date. If an executive's employment is terminated by us without Cause, by the executive for
Good Reason or upon death or disability prior to the end of the performance period, then for such executive performance will be
measured as of the date of such termination and a prorated portion of the LTIP Units earned, if any, will vest based on the portion
of the full five-year vesting period that such executive remained employed, plus 12 months, as a percentage of the full five-year
vesting period. If an executive's employment is terminated upon such circumstances after the end of the performance period, all
of such executive's unvested LTIP Units that had been previously earned will vest as of the date of such executive's termination.
The terms Cause, Good Reason and Change-in-Control are specifically defined (or referenced) in the award agreement under the 2012
Outperformance Plan.



Messrs. DuGan and Harris were granted awards
under the 2012 Outperformance Plan in connection with their hiring pursuant to which they may earn up to $10.0 million and $6.0
million of LTIP Units, respectively. Additionally, in 2013, Messrs. Clark and Matey were granted an award under the 2012 outperformance
plan pursuant to which each of Mr. Clark and Mr. Maety may earn up to $1.0 million of LTIP Units



LTIP Units are a class of limited partnership
interests in our Operating Partnership that are structured to qualify as “profits interests” for federal income tax
purposes. Accordingly, LTIP Units, initially, will not have full parity, on a per unit basis, with the Class A limited partnership
interests in our Operating Partnership with respect to liquidating distributions. If a tax book-up event occurs, which generally
includes the issuance of equity interests in us or our Operating Partnership and the occurrence of certain other events, at a time
when our Operating Partnership's assets have sufficiently appreciated, the LTIP Units will achieve full parity with the Class A
limited partnership interests. To the extent the LTIP Units have achieved parity with the Class A limited partnership interests,
the LTIP Units may be converted, subject to the satisfaction of the applicable vesting conditions, on a one-for-one basis into
Class A limited partnership interests. Until LTIP Units have been earned under the 2012 Outperformance Plan, the executives will
be entitled to receive non-liquidating distributions with respect to the LTIP Units underlying their awards under the 2012 Outperformance
Plan on a per unit basis equal to 10% of the regular dividends per share paid on our common stock, if any. If and when LTIP Units
are earned, the executives will be entitled to receive non-liquidating distributions with respect to the earned LTIP Units following
the date on which the LTIP Units are earned on a per unit basis equal to the dividends per share paid on our common stock.



29







SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT



The following table sets forth the beneficial
ownership of our common stock, as of April 24, 2015, for (1) each person known to us to be the beneficial owner of more than 5%
of our outstanding common stock based on the Schedule 13D, Schedule 13G, or any amendments thereto, filed with the SEC, (2) each
of our directors and nominees for director, (3) each of our named executive officers who is not a director and (4) our directors,
nominees for director and executive officers as a group. Except as otherwise described in the notes below, the following beneficial
owners have sole voting power and sole investment power with respect to all shares of common stock set forth opposite their respective
names.



In accordance with
SEC rules, each listed person's beneficial ownership includes:



| | • | all shares the investor actually owns beneficially or of record;
| | - | ----------------------------------------------------------------



| | • | all shares over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | all shares the investor has the right to acquire within 60 days (such as upon exercise of options that are currently vested or which are scheduled to vest within 60 days) after April 24, 2015.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Unless otherwise indicated,
all shares are owned directly and the indicated person has sole voting and investment power.



|                                                                           |  | Amount And   |           |      |            | 
|-------------------------------------------------------------------------- |  | ------------ | --------- | ---- | ---------- | 
|                                                                           |  | Nature of    |           |      |            | 
|                                                                           |  | Beneficial   |           |      |            | 
|                                                                           |  | Ownership of |           |      | Percent of | 
|Name**                                                                     |  | Common Stock |           |      | Total  (1) | 
|Gordon F. DuGan                                                            |  |              | 599,504   | (2)  |            | 
|Allan J. Baum                                                              |  |              | 62,133    | (3)  |            | 
|Jeffrey E. Kelter                                                          |  |              | 59,131    | (4)  |            | 
|Charles S. Laven                                                           |  |              | 56,281    | (5)  |            | 
|William H. Lenehan                                                         |  |              | 24,161    | (6)  |            | 
|Gregory F. Hughes                                                          |  |              | 9,632     | (7)  |            | 
|Thomas D. Eckert                                                           |  |              | 21,425    |      |            | 
|Benjamin P. Harris                                                         |  |              | 185,431   | (8)  |            | 
|Jon W. Clark                                                               |  |              | 48,379    | (9)  |            | 
|Edward J. Matey Jr.                                                        |  |              | 43,939    | (10) |            | 
|All Directors, nominees and Executive Officers as a
    Group (10 Persons) |  |              | 1,110,016 |      |            | 
|The Vanguard Group                                                         |  |              | 4,735,639 | (11) |            | 
|Vanguard Specialized Funds                                                 |  |              | 3,324,088 | (12) |            | 
|BlackRock, Inc.                                                            |  |              | 2,696,531 | (13) |            | 
|Cohen & Steers, Inc.                                                       |  |              | 2,396,884 | (14) |            | 
|Citadel Advisors LLC                                                       |  |              | 2,395,494 | (15) |            | 
|BHR Capital LLC                                                            |  |              | 2,300,000 | (16) |            | 





|*   |  | Less than 1% of class.                                                                                                              
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------
|**  |  | Unless otherwise indicated, the business address is 521 Fifth Avenue, 30th Floor, New York, NY 10175-0003.                          
|    |  |                                                                                                                                     
|(1) |  | As of April 24, 2015, 57,280,391 shares of common stock were outstanding.                                                           
|    |  |                                                                                                                                     
|(2) |  | Includes 39,385 earned LTIP Units of which 50% vest on June 30, 2016 and 50% vest on June 30, 2017, subject to continued employment.
|    |  |                                                                                                                                     
|(3) |  | Includes 11,452 shares of common stock issuable upon exercise of options.                                                           
|    |  |                                                                                                                                     
|(4) |  | Includes 11,452 shares of common stock issuable upon exercise of options.                                                           





30









|(5)  |  | Includes 11,452 shares of common stock issuable upon exercise of options, 375 shares purchased in the open market, 625 shares of restricted common stock and 43,829 phantom units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(6)  |  | Includes 2,500 shares of common stock issuable upon exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(7)  |  | Includes 2,500 shares of common stock issuable upon exercise of options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(8)  |  | Includes 23,631 earned LTIP Units of which 50% vest on June 30, 2016 and 50% vest on June 30, 2017, subject to continued employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(9)  |  | Includes 2,702 shares of common stock issuable upon exercise of options and 3,939 earned LTIP Units of which 50% vest on June 30, 2016 and 50% vest on June 30, 2017, subject to continued employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(10) |  | Includes 3,939 earned LTIP Units of which 50% vest on June 30, 2016 and 50% vest on June 30, 2017, subject to continued employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(11) |  | Based on information provided by The Vanguard Group- 23-1945930 (“Vanguard”) in a Schedule 13G/A filed with the SEC on February 10, 2015 (adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015).  Vanguard has sole voting power with respect to 60,996 of these shares, sole dispositive power with respect to 4,678,818 of these shares and shared dispositive power with respect to 56,821 of these shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(12) |  | Based on information provided by Vanguard Specialized Funds Vanguard REIT Index - 23-2834924 (“VSF”) in a Schedule 13G filed with the SEC on February 6, 2015 (adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015). VSF has sole voting power with respect to all of these shares. The address for VSF is 100 Vanguard Blvd., Malvern, PA 19355.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(13) |  | Based on information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G filed with the SEC on January 30, 2015 (adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015).  BlackRock has sole voting power with respect to 2,614,012 of these shares, and sole dispositive power with respect to all of these shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10022.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(14) |  | Based on information provided by Cohen & Steers, Inc. (“C&S”) in a Schedule 13G/A filed with the SEC on February 13, 2015 (adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015).  C&S, through of its control of Cohen & Steers Capital Management, Inc. and Cohen & Steers UK Limited, has sole voting power with respect to 1,772,586 of these shares and sole dispositive power with respect to all of these shares. The address of C&S is 280 Park Avenue, 10th Floor, New York, NY 10017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(15) |  | Based on information a the Schedule 13G filed with the SEC on March 17, 2015 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings III LP (“CAH3”), Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin with respect to common shares owned by Surveyor Capital Ltd. (“SC”) and Citadel Securities LLC (“Citadel Securities”) (adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015). Citadel Advisors and CAH3 each reported shared voting and dispositive power with respect to 2,338,513 of these shares, and CGP and Mr. Griffin each report share voting and dispositive power with respect to 1,368,854 of these shares. Citadel Advisors is the portfolio manager for SC. CAH3 is the managing member of Citadel Advisors. CALC III LP (“CALC3”), is the non-member manager of Citadel Securities. CGP is the general partner of CALC3 and CAH3. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP. The address of each of the reporting persons is Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, IL 60603.
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(16) |  | Based on information provided by BHR Capital LLC (“BHR”) in a Schedule 13G/A filed with the SEC on February 12, 2015 (adjusted for the effect of the 1-for-4 reverse common stock split effective at 5:00 p.m. Eastern Time on March 20, 2015). BHR has sole voting and dispositive power over these shares of common stock.  The address of BHR is 545 Madison Ave., 10th Floor, New York, NY.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  





31









|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------



Policies and Procedures With Respect to Related Party Transactions



It is the policy of our Board of Directors
that all related party transactions (generally, transactions involving amounts exceeding $120,000 in which a related party (directors
and executive officers or their immediate family members, or stockholders owning 5% of more of our outstanding stock)) shall be
subject to approval or ratification in accordance with the following procedures.



Our Nominating and Corporate Governance
Committee shall review the material facts of all related party transactions that require its approval and either approve or disapprove
of the entry into the related party transaction, subject to some exceptions. If advance approval of a related party transaction
is not feasible, then the related party transaction shall be considered and, if our Nominating and Corporate Governance Committee
determines it to be appropriate, ratified at the next regularly scheduled meeting of our Nominating and Corporate Governance Committee.
In determining whether to approve or ratify a related party transaction, our Nominating and Corporate Governance Committee will
take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable
than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related
party's interest in the transaction.



If a related party transaction will be
ongoing, our Nominating and Corporate Governance Committee may establish guidelines for our management to follow in its ongoing
dealings with the related party. Thereafter, our Nominating and Corporate Governance Committee, on at least an annual basis, shall
review and assess ongoing relationships with the related party to see that they are in compliance with our Nominating and Corporate
Governance Committee's guidelines and that the related party transaction remains appropriate.



All related party transactions shall be
disclosed in our applicable filings with the SEC as required under SEC rules.



Related Party Transactions for 2014



The Company’s CEO, Gordon F. DuGan,
is on the board of directors of the Gramercy European Property Fund and has committed approximately $1,500,000 in capital to the
Gramercy European Property Fund. The two Managing Directors of Gramercy Europe Asset Management have collectively committed approximately
$1,500,000 in capital to the Gramercy European Property Fund.



Three of the properties the Company closed
on subsequent to December 31, 2014, which comprised an aggregate 450,000 square feet and are located in Milwaukee, Wisconsin, were
acquired from affiliates of KTR Capital Partners, or KTR, a private industrial real estate investment company, for which Mr. Kelter,
one of the Company’s directors, serves as its Chief Executive Officer and Chairman of the Board. The three properties were
acquired by the Company for approximately $19,750,000.



Mr. Holliday, Chief Executive Officer of
SL Green Realty Corp. (NYSE: SLG), or SL Green, was one of the Company’s directors until September 30, 2014, when he resigned.
The Company did not have a disagreement with Mr. Holliday on any matter relating to its operations, policies or practices. In recognition
of his service, the Company’s board of directors ratably vested 1,125 of the 1,500 shares of its common stock granted to
Mr. Holliday in January 2014.



In June 2013, the Company signed a lease
agreement with 521 Fifth Fee Owner LLC, an affiliate of SL Green, for corporate office space located at 521 Fifth Avenue, 30th
Floor, New York, New York. The lease commenced in September 2013. The lease is for approximately 6,580 square feet and expires
in 2023 with rents of approximately $368,000 per annum for year one rising to approximately $466,000 per annum in year ten. The
Company paid $368,000 under the lease for the year ended December 31, 2014.



Director Independence



Our Corporate Governance Guidelines provide
that a majority of the directors serving on our Board of Directors must be independent as required by the listing standards of
the NYSE and the applicable rules promulgated by the SEC. In addition, our Board of Directors has adopted director independence
standards, which are certain additional categorical standards to assist in making determinations with respect to the independence
of directors. Our Board of Directors has affirmatively determined, based upon its review of all relevant facts and circumstances
and after considering all applicable relationships, of which our Board of Directors had knowledge, between or among the directors
and our company or our management (any such relationships, if any, are described in the section entitled “Certain Relationships
and Related Transactions”), that each of the following directors and director nominees has no direct or indirect material
relationship with us and is independent under the listing standards of the NYSE, the applicable rules promulgated by the SEC and
our director independence standards: Messrs. Allan J. Baum, Thomas D. Eckert, Jeffrey E. Kelter, Gregory F. Hughes, Charles S.
Laven and William H. Lenehan.



32









|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 
|-------- | -------------------------------------- | 



Fee Disclosure



Audit Fees



Fees for audit services totaled approximately
$1,909,338 in 2014 and $971,525 in 2013, of which $176,000 and $108,000 was attributable to Sarbanes-Oxley
404 planning and testing in 2014 and 2013, respectively. Audit fees include fees associated with our annual audit and the reviews
of our quarterly reports on Form 10-Q. In addition, audit fees include fees for services relating to other reporting requirements
including those related to our acquisition, disposition and capital-raising activities. Audit fees also include fees for accounting
research.



Audit-Related Fees



Fees for audit-related services totaled
approximately $88,000 in 2014 and $0 in 2013. The audit-related services for 2014 principally included fees assurance related
services in connection with our acquisition activities.



Tax Fees



Fees for tax-related services totaled approximately
$168,199 in 2014 and $153,500 in 2013, associated with the 2013 and 2012 tax return preparation and routine on call advisory services.
Tax-related fees include fees for tax compliance, tax planning and tax advice.



All Other Fees



We
did not incur fees in 2014 and 2013 for other services not included above.



Our Audit Committee considers whether the
provision by Ernst & Young LLP of the services that are required to be described under “All Other Fees” is compatible
with maintaining Ernst & Young LLP’s independence from both management and our company.



Pre-Approval Policies and Procedures of Our Audit Committee



Our Audit Committee must pre-approve all
audit services and permissible non-audit services provided by our independent registered public accounting firm, except for any
de minimis non-audit services. Non-audit services are considered de minimis if: (1) the aggregate amount of all such non-audit
services constitutes less than 5% of the total amount of revenues we paid to our independent registered public accounting firm
during the fiscal year in which they are provided; (2) we did not recognize such services at the time of the engagement to be
non-audit services; and (3) such services are promptly brought to our Audit Committee’s attention and approved prior to
the completion of the audit by our Audit Committee or any of its member(s) who has authority to give such approval. Our Audit
Committee may delegate to one or more of its members who is an independent director the authority to grant pre-approvals. All
services provided by Ernst & Young LLP in 2014 were pre-approved by our Audit Committee.



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AUDIT COMMITTEE REPORT





The following is a report by the Audit
Committee of the Board of Directors of Gramercy Property Trust Inc. (the “Audit Committee”) regarding the responsibilities
and functions of the Audit Committee. This report shall not be deemed to be incorporated by reference in any previous or future
documents filed by us with the SEC) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that
we specifically incorporate this report by reference in any such document.



The Audit Committee oversees our financial
reporting process on behalf of our Board of Directors, in accordance with the written charter of the Audit Committee. Management
has the primary responsibility for the preparation, presentation and integrity of our financial statements, accounting and financial
reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws
and regulations. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in
the Annual Report on Form 10-K for the year ended December 31, 2014 with management, including discussions regarding critical accounting
policies, other financial accounting and reporting principles and practices appropriate for us, the quality of such principles
and practices, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.



The Audit Committee reviewed and discussed
with Ernst & Young LLP, our independent registered public accounting firm, who is responsible for auditing our financial statements
and for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted
in the United States, their judgments as to the quality, not just the acceptability, of our accounting principles and such other
matters as are required to be discussed with the Audit Committee under Statement on Auditing Standards No. 61, as adopted by the
Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee received the written disclosure and the letter from
Ernst & Young LLP required by the Independence Standards Board Standard No. 1, as currently in effect, discussed with Ernst
& Young LLP, their independence from both management and our company and considered the compatibility of Ernst & Young
LLP's provision of non-audit services to our company with their independence.



The Audit Committee discussed with Ernst
& Young LLP the overall scope and plans for their audit. The Audit Committee met with Ernst & Young LLP, with and without
management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality
of our financial reporting, including off-balance sheet investments, and our compliance with Section 404 of the Sarbanes-Oxley
Act of 2002.



In reliance on the reviews and discussions
referred to above, the Audit Committee recommended to our Board of Directors (and our Board of Directors has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2014 for filing with
the SEC.



Our Board of Directors has determined that
each member of the Audit Committee is financially literate and has accounting or related financial management expertise, as such
qualifications are defined under the rules of the NYSE. It also has determined that the Audit Committee has at least one “audit
committee financial expert,” as defined in Item 407(d)(5) of SEC Regulation S-K, such expert being Mr. Gregory F. Hughes,
and that he is “independent,” as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.



The Audit Committee held five meetings
during fiscal year 2014 (including non-management director sessions after each of these meetings) attended by each director then
serving on the Audit Committee. The members of the Audit Committee are not professionally engaged in the practice of auditing or
accounting. The committee members rely, without independent investigation or verification, on the information provided to them
and on the representations made by management and our independent registered public accounting firm. Accordingly, the Audit Committee's
oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not assure
that the audit of our financial statements has been carried out in accordance with the standards of the Public Company Accounting
Oversight Board (United States), that the financial statements are presented in accordance with accounting principles generally
accepted in the United States or that Ernst & Young LLP is in fact “independent.”



| | Submitted by the Audit Committee
| | --------------------------------
| | Gregory F. Hughes               
| | Allan J. Baum                   
| | Charles S. Laven                
| | April 30, 2015                  



34







PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                
|-------- | -------------------------------------------------------------------------------------------------------
|         |                                                                                                        
|         | (a) The following documents are filed as a part of this Report:                                        
|         |                                                                                                        
|31.1     | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                        
|31.2     | Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



35









SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 30, 2015.



| | Gramercy Property Trust Inc.
| | ----------------------------
| |                             
| |                             
| |                             
| | By:                         
| |                             
| |                             



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