DEF 14A of Starwood Property Trust, Inc.
Filed Mar 22, 2024 · FY20230001140361-24-014826
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board recommends a vote “FOR” our nominees The members of the Board, who are elected annually, reflect our agility, teamwork and drive for excellence. The members of the Board also bring expertise from key sectors, including real estate, technology/digital, finance/investment, law and management. The Board has unanimously selected each of our current directors, Richard D. Bronson, Jeffrey G. Dishner, Camille J. Douglas, Deborah L. Harmon, Solomon J. Kumin, Fred Perpall, Fred S. Ridley, Barry S. Sternlicht and Strauss Zelnick as nominees for election as directors of the Company, each to serve for a one-year term expiring at our 2025 Annual Meeting of Shareholders, and with each elected director holding office until his or her successor has been elected and qualified or until his or her earlier resignation or removal. The Board recommends a vote FOR the election of each of the nominees for director named above. The experience, qualifications, attributes and skills of the nominees are described further in the following table and below:
ELECTION OF DIRECTORS
| Experience/ Qualifications | Richard Bronson | Jeffrey Dishner | Camille Douglas | Deborah Harmon | Solomon Kumin | Fred Perpall | Fred Ridley | Barry Sternlicht | Strauss Zelnick | | Business Leadership | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Strategy & Operations | | | | | | | | | | | REIT/Real Estate | | | | | | | | | | | Legal/ Regulatory | | | | | | | | | | | Financial/ Accounting | | | | | | | | | | | Risk Oversight/ Management | | | | | | | | | | | Digital/ Technology | | | | | | | | | | | Gender | M | M | F | F | M | M | M | M | M | | Race/Ethnicity | | | | | | | | | | | Black/African American | | | | | | | | | | | Caucasian/White | | | | | | | | | |
ELECTION OF DIRECTORS
BOARD NOMINEES — WHO WE ARE The biographical information below summarizes each director’s age, term, tenure as a director of the Company, board committee memberships, principal occupation, positions with the Company and business experience, including the experiences, qualifications, skills and attributes that led to the Nominating and Corporate Governance Committee’s conclusion that the nominee should stand for election as a director. The information presented below has been confirmed by each nominee for purposes of its inclusion in this Proxy Statement.
ELECTION OF DIRECTORS
| RICHARD D. BRONSON Chairman, The Bronson Companies Lead Independent Director Age: 79 Director since 2009 Committee Membership • Audit Committee • Compensation Committee (Chair) • Nominating and Corporate Governance Committee | EXPERIENCE • Chairman of The Bronson Companies, LLC, a real estate development, investment and advisory company based in Beverly Hills, California (2000-present) • Former President of New City Development, an affiliate of Mirage Resorts, Development, where he oversaw the company’s new business initiatives and activities outside of Nevada • For over 30 years, he has been involved in the development of myriad commercial properties throughout the United States including the creation of more than 100 real estate projects QUALIFICATIONS Mr. Bronson’s experience and knowledge in the real estate industry enable him to provide valuable insight into potential investments and the current state of the commercial real estate markets OTHER CURRENT PUBLIC BOARDS • Starwood Real Estate Income Trust, Inc., a public non-listed real estate investment trust focused on acquiring stabilized, income-oriented commercial real estate and debt secured by commercial real estate in both the U.S. and Europe, in which an affiliate of the Company is a shareholder • Invitation Homes Inc. (“Invitation Homes”), a publicly traded REIT focused on the single-family residential business based in Dallas, Texas FORMER PUBLIC BOARDS • Mirage Resorts, an owner and operator of hotel-casinos and resorts • TRI Pointe Group, Inc., a homebuilding and design company based in Irvine, California, in which an affiliate of the Company was a shareholder and which, after a 2015 reorganization, became the successor issuer to TRI Pointe Homes, Inc. MISCELLANEOUS • Serves on the Advisory Board of the Neurosurgery Division at UCLA Medical Center in Los Angeles, California, where he and his wife, Edie Baskin Bronson, were the recipients of the department’s 2018 “Visionary Award” • Served as a Trustee and Vice President of the International Council of Shopping Centers, an association representing more than 70,000 industry professionals in 100 countries • Former member of the Board of Trustees of The Forman School in Litchfield, Connecticut • Former Chairman of the Board of Trustees of The Archer School for Girls in Los Angeles, California |
ELECTION OF DIRECTORS
| JEFFREY G. DISHNER President and Chief Operating Officer, Starwood Capital Group Age: 59 Director since 2009 Committee Membership • Investment Committee | EXPERIENCE • Executive Vice President of SPT Management, LLC, our manager and an affiliate of the Company (the “Manager”) (August 2009-present) • President and Chief Operating Officer of Starwood Capital Group, a privately-held global investment management firm and an affiliate of the Company (August 2022-present); Senior Managing Director and the Global Head of Real Estate Acquisitions (March 2009-August 2022); member of the Executive and Investment Committees; joined firm in 1994 • Commercial Mortgage Finance Group of J.P. Morgan & Co., where he focused on whole-loan dispositions and securitizations for various thrift institutions (1993-1994) • Member of the Acquisitions Group at JMB Realty Corporation (1987-1991) QUALIFICATIONS Mr. Dishner’s experience in the commercial real estate markets enables him to provide important perspectives on the Company’s investments and the current state of the global commercial real estate markets EDUCATION • BS, Economics, Wharton School of the University of Pennsylvania • MBA, Amos Tuck School of Business at Dartmouth College |
ELECTION OF DIRECTORS
| CAMILLE J. DOUGLAS Senior Managing Director, Acquisitions and Development, LeFrak Age: 72 Independent Director since 2010 Committee Membership • Audit Committee • Nominating and Corporate Governance Committee | EXPERIENCE • Senior Managing Director, Acquisitions and Development, at LeFrak, a family-owned real estate company which owns, develops and manages properties in the New York, Miami and Los Angeles metropolitan areas, among others (present); was previously a Managing Director and Senior Advisor; joined 2010 • Adjunct Professor in Finance and Economics at Columbia Business School (2005-2023) • Founder and Principal of Mainstreet Capital Partners, a private firm focusing on global real estate financial advisory services and transactions for clients in the United States, the U.K., Brazil and India (1999-2010) • Senior Vice President, Finance, at Olympia & York (US) (1982-1994) • Vice President at Morgan Stanley & Co (1977-1982) QUALIFICATIONS Ms. Douglas’s over 40 years of experience in commercial real estate investment, development and finance enables her to provide important perspectives on the Company’s investments as well as potential financings for the Company’s investments EDUCATION • BA, Smith College • MCRP, Urban Planning, Harvard University Graduate School of Design OTHER CURRENT PUBLIC BOARDS • Tricon Residential Inc., a rental housing company focused on serving the middle-market demographic, which owns and operates approximately 37,000 single-family rental homes and multi-family rental apartments in 21 markets across the United States and Canada |
ELECTION OF DIRECTORS
| DEBORAH L. HARMON Co-Founder and Chief Executive Officer, Artemis Real Estate Partners Age: 65 Independent Director since 2023 Committee Membership • None | EXPERIENCE • Co-Founder and Chief Executive Officer of Artemis Real Estate Partners, LLC, a real estate investment firm that manages institutional, third party capital (2009-present) • President of Harmon & Co., a strategic and financial advisory services company (2007-2008) • President and Chief Investment Officer of the J.E. Robert Companies, Inc., a fully integrated real estate investment firm (1997-2007) QUALIFICATIONS Ms. Harmon’s experience in commercial real estate investment, development and finance enables her to provide important perspectives on the Company’s investments as well as potential financings for the Company’s investments EDUCATION • BA, Johns Hopkins University • MBA, Wharton School of the University of Pennsylvania OTHER FORMER PUBLIC BOARDS • Forest City Realty Trust, Inc., a company principally engaged in the operation, development, management and acquisition of office, apartment and retail real estate and land throughout the United States • Avis Group Holdings, Inc., a company involved in operating portions of the Avis car rental system MISCELLANEOUS • Chairperson of the Pension Real Estate Association Foundation • Member of the Board of Directors of Urban Alliance, Seizing Every Opportunity and PERE • Member of the Advisory Council for NYU Stern Center for Business and Human Rights • Previously appointed by President Obama to serve as a Commissioner for the White House Fellows program |
ELECTION OF DIRECTORS
| SOLOMON J. KUMIN Co-President, Leucadia Asset Management Age: 48 Independent Director since 2014 Committee Membership • Compensation Committee • Investment Committee | EXPERIENCE • Co-President at Leucadia Asset Management, an asset management firm (2020-present), was previously the Chief Strategic Officer; joined 2018 • Chief Executive Officer of Folger Hill Asset Management, which merged with Schonfeld Strategic Advisors LLC, a hedge fund, in 2018 (2015-2018) • Chief Operating Officer, S.A.C. Capital Advisors, a hedge fund (2005-2010), joined 2005 • Vice President, Institutional Sales at Sanford C. Bernstein, a subsidiary of AllianceBernstein LP (2001-2005) • Started his career at Lazard Asset Management as a Marketing Associate in 1999 QUALIFICATIONS Mr. Kumin’s experience and knowledge in the asset management industry enable him to provide valuable insight on the Company’s operations, management, capital markets and portfolio allocation EDUCATION • BA, Political Science, Johns Hopkins University OTHER • Member of the Boards of Trustees of Johns Hopkins University • Member of the Boards of Trustees of the Fessenden School in West Newton, Massachusetts, for which he is the Chairman • Member of the Boards of Trustees of the Thoroughbred Owners and Breeders Association • Member of the Boards of Directors of Team Impact and the USA Lacrosse Foundation, for which he is the Chairman • Member of the Trust Board of Boston Children’s Hospital and the Johns Hopkins Lacrosse Advisory Board |
ELECTION OF DIRECTORS
| FRED PERPALL Chief Executive Officer, The Beck Group Age: 49 Independent Director since 2020 Committee Membership • Audit Committee • Investment Committee | EXPERIENCE • Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms (2013-present); has served in various other roles with The Beck Group since 1999 • Alumnus of the 183rd class of Harvard Business School’s Advanced Management Program • Former Americas Fellow at The Baker Institute at Rice University QUALIFICATIONS Mr. Perpall brings deep leadership and public company experience as well as real estate acumen to the Board EDUCATION • BS, Architecture, University of Texas at Arlington • M. Arch., University of Texas at Arlington OTHER CURRENT PUBLIC BOARDS • FedEx Corporation, the parent holding company that provides strategic direction to the FedEx portfolio of companies, which includes a broad portfolio of transportation, e-commerce and business services FORMER PUBLIC BOARDS • Triumph Financial, Inc., a financial holding company headquartered in Dallas, Texas that offers a diversified line of payments, factoring and banking services MISCELLANEOUS • Member of the Board of Councilors for The Carter Center • President of the United States Golf Association • Former Chairman of the Dallas Citizens Council • Co-Chair of Dallas’ COVID-19 Economic Recovery Task Force |
ELECTION OF DIRECTORS
| FRED S. RIDLEY Partner, Foley & Lardner LLP Age: 71 Independent Director since 2018 Committee Membership • Nominating and Corporate Governance Committee (Chair) | EXPERIENCE • Partner at Foley & Lardner LLP (“Foley”), an international law firm (2001-present); former national chair of Foley’s Real Estate Practice, a member and former co-chair of the Hospitality & Leisure Team, a member of the Sports Industry Team and a former member of Foley’s Management Committee • Partner at Annis Mitchell Cockey Edwards & Roehn, P.A., a law firm that was based in Tampa, Florida (1986-2001); Associate (1984-1986) • Partner at Bucklew, Ramsey & Ridley, P.A., a law firm that was based in Tampa, Florida (1982-1984); Associate (1980-1982) • Worked at IMG, a sports management firm based in Cleveland, Ohio (1977-1980) QUALIFICATIONS Mr. Ridley has over 35 years of experience and knowledge in the legal and real estate industries enabling him to provide valuable insight into the current state of the commercial real estate markets and potential new investments EDUCATION • BA, Business Administration, University of Florida • JD, Stetson University College of Law OTHER • Has over 35 years of experience in representing financial institutions and developers of single-family and multi-family real estate projects, including coordination of acquisition and financing issues, environmental and coastal permitting, and negotiations of entitlements with local and state governmental entities • Recognized by Chambers and Partners for his work in real estate law in its annually published Chambers USA: America’s Leading Business Lawyers each year from 2004 to 2023 and has been selected for inclusion in the 2006 – 2017 Florida Super Lawyers lists • Recognized by The Legal 500 in the area of real estate (2010 and 2013-2016) and has been selected for inclusion in The Best Lawyers in America© in the fields of Real Estate Law (2007 – 2024) and Leisure and Hospitality Law (2013 – 2024). Was also the 2024 Leisure and Hospitality Law “Lawyer of the Year” in Tampa, Florida |
ELECTION OF DIRECTORS
| BARRY S. STERNLICHT Chairman of the Board and Chief Executive Officer of the Company Age: 63 Director since 2009 Committee Membership • Investment Committee (Chair) | EXPERIENCE • Starwood Property Trust Chairman of the Board and Chief Executive Officer since its inception (2009-present) • Chairman of the Board and Chief Executive Officer of Starwood Capital Group, a privately held global investment firm with approximately $115 billion in assets under management and an affiliate of the Company, since its formation (1991-present) • Chairman and Chief Executive Officer of Starwood Capital Group Management, LLC, a registered investment advisor and an affiliate of the Company (present) • Chairman of the Board of Starwood Real Estate Income Trust, Inc. (2017-present) • Founder, Chairman and Chief Executive Officer of SH Group, a hotel management company that owns and manages the Baccarat Hotels & Resorts, 1 Hotels and Treehouse brands (present) • Founder and Chairman of Jaws Mustang Acquisition Corporation, a special purpose acquisition company listed on the New York Stock Exchange • Founder, Chairman and Chief Executive Officer of Starwood Hotels & Resorts Worldwide, Inc. (1995-2005) QUALIFICATIONS Mr. Sternlicht’s extensive experience in both the commercial real estate markets and as a senior executive and director of other publicly traded corporations enables him to provide the Board with leadership and financial expertise as well as insight into the current status of the global financial and real estate markets EDUCATION • BA, magna cum laude, with honors, Brown University • MBA, with distinction, Harvard Business School OTHER CURRENT PUBLIC BOARDS • Estée Lauder Companies • Jaws Mustang Acquisition Corporation • LOG Commercial Properties e Participacoes SA FORMER PUBLIC BOARDS • Cano Health, Inc.; Jaws Acquisition Corp.; Jaws Hurricane Acquisition Corporation; Jaws Juggernaut Acquisition Corporation; Jaws Spitfire Acquisition Corp.; Vesper Healthcare Acquisition Corp.; A.S. Roma; Invitation Homes; Restoration Hardware; Starwood Waypoint Homes (Co-Chairman), a predecessor company of Invitation Homes; TRI Pointe Group (Chairman); Baccarat S.A. (Chairman), a crystal maker headquartered in Baccarat, France MISCELLANEOUS • Over the past 30 years, Mr. Sternlicht has structured investment transactions with an aggregate asset value in excess of $200 billion • Board Member of Real Estate Roundtable, the Dreamland Film & Performing Arts Center and the Business Committee for the Arts of Americans for the Arts • Former Chairman of the Board and current Board member of The Robin Hood Foundation • Member of the U.S. Olympic and Paralympic Foundation Trustee Council, the World Presidents’ Organization and the Urban Land Institute |
ELECTION OF DIRECTORS
| STRAUSS ZELNICK Chief Executive Officer and Chairman of the Board of Directors of Take-Two Interactive Software Age: 66 Independent Director since 2009 Committee Membership • Audit Committee (Chair) • Nominating and Corporate Governance Committee • Compensation Committee • Investment Committee | EXPERIENCE • Take-Two Interactive Software, Inc., a video game holding company, Chief Executive Officer (2011-present) and Chairman of the Board of Directors (2007-present) • Founder and Managing Partner of Zelnick Media Capital (“ZMC”), a media enterprise which manages and holds interests in an array of businesses in the United States and Canada (2001-present) • Previously served as Chairman and Chief Executive Officer of Columbia Music Entertainment, Chairman of ITN Networks and Chairman of Direct Holdings Worldwide and OTX • BMG Entertainment, a music and entertainment company, President and Chief Executive Officer of (1998-2000), President and Chief Executive Officer of North America (1995-1998) • President and Chief Executive Officer of Crystal Dynamics, a producer and distributor of interactive entertainment software • President and Chief Operating Officer of 20th Century Fox, where he managed all aspects of Fox Inc.’s worldwide motion picture production and distribution business • President and Chief Operating Officer of Vestron Inc. • Vice President, International Television, at Columbia Pictures QUALIFICATIONS Mr. Zelnick’s experience as a director and senior executive of publicly traded corporations enables him to provide the Company with leadership and financial expertise EDUCATION • BA, Wesleyan University • MBA, Harvard Business School • JD, Harvard Law School OTHER CURRENT PUBLIC BOARDS • Take-Two Interactive Software, Inc., a leading developer, publisher and marketer of interactive entertainment for consumers around the globe FORMER PUBLIC BOARDS • CBS Corp., Non-Executive Interim Chairman of the Board (2018-2019) • Reed Elsevier (now known as RELX) (2005-2007) • Carver Bancorp, Inc. (2000-2007) • Insignia Financial Group, Inc. (1998-2003) |
ELECTION OF DIRECTORS
HOW DIRECTORS ARE SELECTED, ELECTED AND EVALUATED The Nominating and Corporate Governance Committee, as well as the full Board, examines a number of qualifications, attributes and criteria when identifying and selecting candidates to serve as a director. These include a candidate’s experience, skills, expertise, diversity (including gender and racial/ethnic background), age, personal and professional integrity, character, business judgment, time availability, dedication, independence from management and the Company, potential conflicts of interest and such other factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board, as discussed in the section of this Proxy Statement entitled “Our Board—How the Board is Structured and Operates—Board and Committee Meetings—Nominating and Corporate Governance Committee.” The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that a majority of the entire Board may increase or decrease the number of directors, provided that the number of directors shall never be less than the minimum required by the Maryland General Corporation Law nor more than 15. The Board is currently comprised of nine members. At the Annual Meeting, nine directors will be elected to serve on the Board, each to serve for a one-year term expiring at our 2025 Annual Meeting of Shareholders, and with each elected director holding office until his or her successor has been elected and qualified or until his or her earlier resignation or removal. Each nominee has agreed to serve as a director if elected, and the Board expects that each nominee will be available for election as a director. However, if any nominee becomes unavailable or is unwilling to serve as a director for any reason, the proxies may exercise their discretion to vote your shares for such other person as the Board may nominate. Election of each nominee for one of the nine director positions requires the affirmative FOR vote of a plurality of all votes cast at the Annual Meeting. This means that the director nominee with the most votes for a particular seat is elected for that seat. However, pursuant to our Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will, within five days following the certification of the shareholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then review the director’s continuation on the Board and recommend to the Board whether the Board should accept such tendered resignation. The Board, after giving due consideration to the best interests of the Company and its shareholders, will make a decision on whether to accept the tendered resignation and promptly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.
Delinquent Section 16(a) Reports
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total ($) | | Richard D. Bronson | 177,500 | 140,442 | — | — | — | — | 317,942 | | Camille J. Douglas | 122,500 | 140,442 | — | — | — | — | 262,942 | | Deborah Harmon(2) | 110,000 | 140,442 | — | — | — | — | 250,442 | | Solomon J. Kumin | 120,000 | 140,442 | — | — | — | — | 260,442 | | Fred Perpall | 122,500 | 140,442 | — | — | — | — | 262,942 | | Fred S. Ridley | 120,000 | 140,442 | — | — | — | — | 260,442 | | Strauss Zelnick | 142,500 | 140,442 | — | — | — | — | 282,942 |
Equity-Based Compensation
Equity-Based Compensation The Compensation Committee may grant our named executive officers certain equity-based awards. Where appropriate, these awards are designed to align the interests of our named executive officers with those of our shareholders by allowing our named executive officers to share in the creation of value for our shareholders through capital appreciation and dividends. These equity awards are generally subject to vesting requirements over a number of years, and are designed to promote the retention of management and to achieve strong performance for the Company. These awards provide a further benefit to us by enabling our Manager to attract, motivate and retain talented individuals to serve as our executive officers. In 2023, the Company granted 49,445, 44,950 and 51,560 restricted shares of common stock to Messrs. DiModica and Sossen and Ms. Paniry, respectively, pursuant to the 2022 Equity Plan, which, in each case, vest annually in equal amounts over a three-year period, subject to such named executive officer’s continued service to the Company, with the first installment vesting upon the first anniversary of the effective date (March 15, 2024). In determining each of these equity-based awards for 2023, the Compensation Committee did not apply any fixed metrics. Rather, the Compensation Committee took into consideration a range of factors, including the performance of the common stock, profitability of the Company (including net income attributable to the Company and Distributable Earnings, a non-GAAP financial measure defined below), operations of the Company, risk management policies and practices of the Company, investment activity of the Company, management of the Company’s capital structure and completed acquisitions and dispositions. Messrs. DiModica’s and Sossen’s and Ms. Paniry’s equity-based awards for 2023 were recommended by our Chairman of the Board and Chief Executive Officer. The Compensation Committee also considered input from Meridian, its independent outside compensation consultant, as described below under “—Independent Compensation Consultant.”
Independent Compensation Consultant
Independent Compensation Consultant Meridian provides executive compensation consulting services to the Compensation Committee. Among other things, Meridian:
Independent Compensation Consultant
| • | participates in the design of the Company’s executive compensation programs; |
Independent Compensation Consultant
| • | provides and reviews market data and advises the Compensation Committee on setting executive compensation levels and the competitiveness and reasonableness of the Company’s executive compensation program; |
Independent Compensation Consultant
| • | reviews and advises the Compensation Committee regarding the elements of the Company’s executive compensation program, including how it compares to the Company’s peers; and |
Independent Compensation Consultant
| • | reviews and advises the Compensation Committee regarding director compensation. |
Independent Compensation Consultant
In December 2023, as part of the review of Mr. DiModica’s and Ms. Paniry’s compensation, Meridian assisted the Compensation Committee with comparing previous executive compensation levels to (a) the executive compensation levels at twelve other publicly traded mortgage REITs and five other entities including diversified REITs and retail REITs that have characteristics that are similar to those of the Company (collectively, the “Compensation Peer Group”) and (b) executive compensation levels in the broader industry (based on general industry survey data provided by Meridian). The companies that comprised the Compensation Peer Group are:
Independent Compensation Consultant
| Mortgage REITs | Other (including Diversified REITs and Retail REITs) | | AGNC Investment Corp. | DigitalBridge Group, Inc. | | Annaly Capital Management, Inc. | Realty Income Corporation | | Apollo Commercial Real Estate Finance, Inc. | Spirit Realty Capital, Inc. | | Arbor Realty Trust, Inc. | Walker & Dunlop, Inc. | | Blackstone Mortgage Trust, Inc. | W. P. Carey Inc. | | Chimera Investment Corporation | | | KKR Real Estate Finance, Inc. | | | Ladder Capital Corp | | | New York Mortgage Trust, Inc. | | | Redwood Trust, Inc. | | | TPG RE Finance Trust, Inc. | | | MFA Financial, Inc. | |
Independent Compensation Consultant
Meridian does not, and did not in the calendar year ended December 31, 2023, provide any other services to the Company or the Manager.
Role of Manager
Role of Manager As noted elsewhere in this Proxy Statement, the Company does not pay any cash compensation to our named executive officers (other than Ms. Paniry). Rather, cash compensation is paid to such named executive officers, other than Mr. Sternlicht, by the Manager or its affiliates. Mr. Sternlicht receives no cash compensation for his service as our Chairman of the Board and Chief Executive Officer, although, as the controlling equityholder of the parent of the Manager, he has an interest in the fees paid and equity awards granted to the Manager. The Company does not reimburse the Manager or its affiliates for Mr. DiModica’s cash compensation. In addition, from time to time, equity awards have been granted to Mr. DiModica by the Manager or its affiliates. No portion of the management fee is allocated to compensation paid by the Manager or its affiliates to our named executive officers. The Manager provides the day-to-day management of the Company’s operations. This arrangement enables the Company to have access to the Manager’s over 5,000 employees around the globe to provide transaction flow and insight into economic and local market trends. In addition, this arrangement gives the Company access to the Manager’s seasoned executive team, which has an average of 32 years of industry experience. We believe that this arrangement has contributed significantly to our success. The management fee compensates the Manager for these services that it provides to the Company.
Pay Ratio Disclosure
Pay Ratio Disclosure As noted elsewhere in this Proxy Statement, Mr. Sternlicht does not receive any direct compensation from the Company or the Manager for his services as Chairman of the Board and Chief Executive Officer of the Company, and the Company does not reimburse Starwood Capital Group or any of its affiliates for compensation paid to Mr. Sternlicht. Because the Company does not pay, or provide reimbursement for, any direct compensation to Mr. Sternlicht, the Company is not able to calculate and provide a ratio of the median employee’s annual total compensation to the total annual compensation of Mr. Sternlicht.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding compensation earned by each of the Company’s named executive officers for the calendar year ended December 31, 2023, as well as for the calendar years ended December 31, 2022 and 2021. As described in the CD&A included in this Proxy Statement, none of the named executive officers of the Company are employees of the Company and the Company did not directly pay any cash compensation to the named executive officers (other than Ms. Paniry) for or in such calendar years. The cash amounts shown for Mr. Sossen include the amounts of his compensation paid by an affiliate of the Manager for which the Company reimbursed such affiliate of the Manager for his services for the year in question. The Company does not pay or make any reimbursement with respect to Mr. DiModica’s compensation (other than for dividend equivalents paid by the Manager or one of its affiliates on equity-based compensation awards).
Summary Compensation Table
| Name and Principal Position | Calendar Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Barry S. Sternlicht Chairman of the Board and Chief Executive Officer(2) | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Jeffrey F. DiModica President | 2023 | 600,000 | 3,000,000 | 935,005 | — | — | 4,535,005 | | | 2022 | 500,000 | 2,800,000 | 964,265 | — | — | 4,264,265 | | | 2021 | 484,615 | 2,815,000 | 10,100,023 | — | — | 13,399,638 | | Rina Paniry Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer | 2023 | 600,000 | 1,631,700 | 975,000 | — | — | 3,206,700 | | | 2022 | 600,000 | 1,575,000 | 1,133,803 | — | — | 3,308,803 | | | 2021 | 600,000 | 1,575,000 | 2,500,396 | — | 30,941 | 4,706,337 | | Andrew J. Sossen Former Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President(3) | 2023 | 246,212 | — | 850,005 | — | — | 1,096,217 | | | 2022 | 425,000 | 1,475,000 | 717,583 | — | — | 2,617,583 | | | 2021 | 400,000 | 1,738,000 | 2,215,364 | — | 30,941 | 4,384,305 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair value of awards of restricted shares of common stock calculated under the Financial Accounting Standard Board’s Accounting Codification Topic 718. Each grant date fair value is calculated using the closing price of our common stock on the date of grant as reported by the NYSE. With respect to 2023, on March 9, 2023, Mr. DiModica was granted an award of 49,445 restricted shares of common stock, Mr. Sossen was granted an award of 44,950 restricted shares of common stock and Ms. Paniry was granted an award of 51,560 restricted shares of common stock. The closing market price of our common stock on the March 9, 2023 date of grant was $18.91. These 2023 awards were granted for performance in 2022. In March 2024, Mr. DiModica and Ms. Paniry were granted awards of 31,957 and 40,231 restricted shares of common stock, respectively, for performance with respect to 2023. These March 2024 awards had grant date fair values of $650,000 and $818,300, respectively. |
Summary Compensation Table
| (2) Mr. Sternlicht does not receive any direct compensation from the Manager or the Company for his services as the Chairman of the Board and Chief Executive Officer of the Company, and the Company does not reimburse Starwood Capital Group or any of its affiliates for compensation paid to Mr. Sternlicht. Mr. Sternlicht is, however, the controlling equityholder of the parent of the Manager and, accordingly, has an interest in the fees paid and equity awards granted to the Manager. |
Summary Compensation Table
| (3) Mr. Sossen resigned as our Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President effective as of April 28, 2023. |
Grants of Plan-Based Awards During Calendar Year Ended December 31, 2023
Grants of Plan-Based Awards During Calendar Year Ended December 31, 2023 The following table provides information regarding plan-based awards granted to the Company’s named executive officers during the calendar year ended December 31, 2023.
Grants of Plan-Based Awards During Calendar Year Ended December 31, 2023
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock or Unit Awards ($) | | Barry S. Sternlicht | N/A | — | — | | Jeffrey F. DiModica Restricted Stock Award | March 9, 2023 | 49,445(1) | 935,005 | | Rina Paniry Restricted Stock Award | March 9, 2023 | 51,560(1) | 975,000 | | Andrew J. Sossen Restricted Stock Award | March 9, 2023 | 44,950(1) | 850,005 |
Grants of Plan-Based Awards During Calendar Year Ended December 31, 2023
| (1) The restricted shares received by Mr. DiModica, Ms. Paniry and Mr. Sossen pursuant to these awards vest in annual installments over a three-year period with the first vesting having occurred on March 15, 2024 for Mr. DiModica and Ms. Paniry. Mr. Sossen’s restricted shares were forfeited upon his resignation effective April 28, 2023. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table provides information regarding outstanding equity awards of the Company’s named executive officers as of December 31, 2023.
Stock Awards
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(10) | | Barry S. Sternlicht | — | — | | Jeffrey F. DiModica | | | | Restricted Stock Award | 49,445(1) | 1,039,334 | | Restricted Stock Award | 27,102(2) | 569,684 | | Restricted Stock Award | 500,000(3) | 10,510,000 | | Restricted Stock Unit Award | 10,062(4) | 211,503 | | Rina Paniry | | | | Restricted Stock Award | 51,560(5) | 1,083,791 | | Restricted Stock Award | 32,609(6) | 685,441 | | Restricted Stock Award | 11,959(7) | 251,378 | | Restricted Stock Award | 64,461(8) | 1,354,970 | | Andrew J. Sossen | | | | Restricted Stock Award | —(9) | — |
Stock Awards
| (1) Reflects a restricted stock award granted to Mr. DiModica, which vests in annual installments over a three-year period that began on March 15, 2023. The remaining 49,445 restricted shares that had not vested as of December 31, 2023 and the vesting dates for such restricted shares are as follows: 16,481 shares on March 15, 2024, 16,481 shares on March 15, 2025 and 16,483 shares on March 15, 2026. |
Stock Awards
| (2) Reflects a restricted stock award granted to Mr. DiModica, which vests in annual installments over a three-year period that began on March 15, 2022. The remaining 27,102 restricted shares that had not vested as of December 31, 2023 and the vesting dates for such restricted shares are as follows: 13,550 shares on March 15, 2024 and 13,552 shares on March 15, 2025. |
Stock Awards
| (3) Reflects a restricted stock award granted to Mr. DiModica which cliff vested on January 1, 2024. |
Stock Awards
| (4) Reflects a restricted stock unit award granted to Mr. DiModica which vests in annual installments over a three-year period that began on March 15, 2021. There were 10,062 restricted stock units that had not vested as of December 31, 2023 and such restricted stock units vested on March 15, 2024. |
Stock Awards
| (5) Reflects a restricted stock award granted to Ms. Paniry, which vests in annual installments over a three-year period that began on March 15, 2023. The remaining 51,560 restricted shares that had not vested as of December 31, 2023 and the vesting dates for such restricted shares are as follows: 17,186 shares on March 15, 2024, 17,186 shares on March 15, 2025 and 17,188 shares on March 15, 2026. |
Stock Awards
| (6) Reflects a restricted stock award granted to Ms. Paniry, which vests in annual installments over a three-year period that began on March 15, 2022. The remaining 32,609 restricted shares that had not vested as of December 31, 2023 and the vesting dates for such restricted shares are as follows: 16,304 shares on March 15, 2024 and 16,305 shares on March 15, 2025. |
Stock Awards
| (7) Reflects a restricted stock award granted to Ms. Paniry which vests in annual installments over a three-year period that began on March 15, 2021. There were 11,959 restricted shares that had not vested as of December 31, 2023 and such restricted shares vested on March 15, 2024. |
Stock Awards
| (8) Reflects a restricted stock award granted to Ms. Paniry which cliff vested on March 15, 2024. |
Stock Vested in Calendar Year Ended December 31, 2023
Stock Vested in Calendar Year Ended December 31, 2023 The following table provides information for each named executive officer with respect to the vesting of stock awards during the calendar year ended December 31, 2023 and the value realized upon such vesting.
Stock Awards
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Barry S. Sternlicht | — | — | | Jeffrey F. DiModica | 77,461 | 1,358,666 | | Rina Paniry | 50,260 | 881,560 | | Andrew J. Sossen | 34,674 | 608,182 |
Stock Awards
| (1) Represents the vesting of restricted stock awards under the 2017 Equity Plan. |
Stock Awards
| (2) Value realized on vesting of restricted stock awards is the aggregate fair market value on the date(s) of vesting. Fair market value is based on the closing price of the Company’s common stock as reported by the NYSE. |
Potential Post-Employment Payments and Payments upon Change in Control
Potential Post-Employment Payments and Payments upon Change in Control The Company does not have employment or severance agreements with any of its named executive officers and is not obligated to make any payments to any of its named executive officers upon a termination of employment or change in control of the Company. In the event that any named executive officer’s service to the Company is terminated either by the Company for cause or by such named executive officer for any reason, any and all unvested awards of restricted stock and restricted stock units that the Company has granted to such named executive officer under the 2022 Equity Plan or its predecessor plan will be immediately forfeited by the named executive officer. However, any and all unvested awards of restricted stock and restricted stock units that the Company has granted to a named executive officer under the 2022 Equity Plan or its predecessor plan will vest in full immediately upon (a) the termination of such named executive officer’s service to the Company by the Company without cause and, in the case of Ms. Paniry, by such named executive officer for good reason; (b) in the case of Ms. Paniry, the termination of such named executive officer’s service to the Company due to death or disability; or (c) a Change in Control prior to the termination of the named executive officer’s service to the Company. Assuming, for the sake of analysis, that a termination of service without cause or a Change in Control (or, in the case of Ms. Paniry, a resignation of employment for good reason or Ms. Paniry’s termination of employment due to death or disability) took place on December 31, 2023, the value of the vested awards of restricted stock and restricted stock units of each named executive officer would be the same as the respective value set forth in the third column, “Market Value of Shares or Units of Stock That Have Not Vested,” of the table presented in the section of this Proxy Statement entitled “—Outstanding Equity Awards at December 31, 2023.” Under both the 2022 Equity Plan and its predecessor plan: “Change in Control” generally means a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, provided, however, that a transaction or series of transactions effected with the Manager and/or any affiliates of the Manager through the acquisition of common stock or other securities of the Company (regardless of the form of such transaction or series of transactions) or changes to the membership of the Board will not constitute a Change in Control. We have not included tables for pension benefits or nonqualified deferred compensation because, due to the limited nature of our compensation program, we have nothing to report with respect to these items.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Pay Versus Performance | | | | | | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(5) | | | | | YEAR(1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)(2)(3) | COMPENSATION ACTUALLY PAID TO PEO ($)(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS ($)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON -PEO NAMED EXECUTIVE OFFICERS ($)(4) | TOTAL SHAREHOLDER RETURN ($)(5) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(5)(6) | NET INCOME ($000) | COMPANY SELECTED MEASURE (DISTRIBUTABLE EARNINGS) ($000)(7) | | 2023 | — | — | 2,945,974 | 2,700,278 | 125.96 | 79.21 | 339,213 | 662,566 | | 2022 | — | — | 3,396,884 | 1,578,165 | 99.49 | 69.19 | 871,475 | 726,297 | | 2021 | — | — | 7,496,760 | 9,094,143 | 120.03 | 91.49 | 447,739 | 794,116 | | 2020 | — | — | 3,613,987 | 3,643,526 | 88.37 | 77.80 | 331,689 | 585,299 |
Pay Versus Performance
| (1) Mr. Sternlicht served as the Company’s principal executive officer for the entirety of 2020 – 2023 and the Company’s other named executive officers for each of these years were Jeffrey F. DiModica, Andrew J. Sossen (resigned effective April 28, 2023) and Rina Paniry. |
Pay Versus Performance
| (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Sternlicht and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s named executive officers for the applicable year other than the principal executive officer for such years. |
Pay Versus Performance
| (3) Mr. Sternlicht does not receive any direct compensation from the Manager or the Company for his services as the Chairman of the Board and Chief Executive Officer of the Company, and the Company does not reimburse Starwood Capital Group or any of its affiliates for compensation paid to Mr. Sternlicht. |
Pay Versus Performance
| (4) Amounts reported in this column represent the compensation actually paid to the Company’s named executive officers other than Mr. Sternlicht in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
Pay Versus Performance
| | Other Named Executive Officers Average(a) | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(b) | $2,945,974 | $3,396,884 | $7,496,760 | $3,613,987 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year(c) | $(920,003) | $(938,550) | $(4,938,594) | $(1,089,710) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(d) | $707,708 | $736,389 | $5,828,590 | $1,775,664 | | + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(e) | $579,420 | $(1,554,917) | $378,157 | $(238,795) | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f) | $— | $— | $— | $— | | + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | $(42,764) | $(61,641) | $329,230 | $(417,620) | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | $(570,057) | $— | $— | $— | | = Compensation Actually Paid | $2,700,278 | $1,578,165 | $9,094,143 | $3,643,526 |
Pay Versus Performance
| (a) Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year. |
Pay Versus Performance
| (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year. |
Pay Versus Performance
| (c) Represents the average aggregate grant date fair value of the stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported named executive officers as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (f) Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported named executive officers and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported named executive officers’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions (such as through forfeiture) in the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
Pay Versus Performance
| (6) The TSR Peer Group consists of the Bloomberg REIT Mortgage Index (BBREIT:IND), an independently prepared index that includes companies in the U.S. mortgage REIT industry. |
Pay Versus Performance
| (7) As noted in the CD&A, for 2023, the Compensation Committee determined that Distributable Earnings continues to be viewed as a core driver of the Company’s performance and stockholder value creation. Distributable Earnings, a non-GAAP financial measure, is used to compute the Company’s incentive fees to its external manager and is an appropriate supplemental disclosure for a mortgage REIT. For the Company’s purposes, Distributable Earnings is defined as GAAP net income (loss) excluding non-cash equity compensation expense, the incentive fee due to the Company’s external manager, acquisition costs associated with successful acquisitions, depreciation and amortization of real estate and associated intangibles, any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period and, to the extent deducted from net income (loss), distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein. The amount is adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash adjustments as determined by the Company’s external manager and approved by a majority of the Company’s independent directors. Refer to the Company's Annual Reports on Form 10-K for the years ended December 31, 2023 and 2022 for additional information regarding Distributable Earnings, including reconciliations of GAAP net income to Distributable Earnings for each of the years presented above. |
Equity Compensation Plan Information
Equity Compensation Plan Information The following table provides information regarding the number of shares of our common stock that may be issued under the Company’s equity compensation plans as of December 31, 2023, including the 2017 Equity Plan, 2022 Equity Plan, 2017 Manager Equity Plan, 2022 Manager Equity Plan and the ESPP.
Equity Compensation Plan Information
| | (a) | (b) | (c) | | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | Equity compensation plans approved by security holders | 875,000(1) | N/A | 18,318,990(2) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 875,000 | N/A | 18,318,990 |
Equity Compensation Plan Information
| (1) Represents unvested RSUs under the 2017 Manager Equity Plan and 2022 Manager Equity Plan. |
Equity Compensation Plan Information
| (2) Includes 16,510,282 shares reserved for issuance under the 2022 Manager Equity Plan and 2022 Equity Plan (on a combined basis) and 1,808,708 shares reserved for issuance under the ESPP. |
Grants of Equity Compensation to the Manager
Grants of Equity Compensation to the Manager Under the Company’s equity incentive plans, our Compensation Committee is authorized to approve grants of equity-based awards to the Company’s officers and directors and to the Manager and its personnel and affiliates. On November 9, 2020, the Company granted to the Manager 1,800,000 restricted stock units that vest ratably on a quarterly basis over a three-year period that began on December 31, 2020. On November 23, 2022, the Company granted to the Manager 1,500,000 restricted stock units. These awards of restricted stock units, once vested, are settled in shares of common stock. The Manager is entitled to receive “distribution equivalents” with respect to these restricted stock units, whether or not vested, at the same time and in the same amounts as distributions are paid to the Company’s holders of common stock. On April 28, 2022, at the Company’s 2022 annual meeting of shareholders, shareholders approved the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the “2022 Manager Equity Plan”), which allows for the issuance of up to 18,700,000 stock options, stock appreciation rights, restricted stock units or other equity-based awards or any combination thereof (determined on a combined basis with the 2022 Equity Plan) to the Manager. The maximum number of such equity awards that may be issued to the Manager shall be reduced by the number of shares of common stock issued and awards granted under the 2022 Equity Plan. The 2022 Manager Equity Plan succeeded and replaced the previous manager equity plan.