DEF 14A of Blackstone Mortgage Trust, Inc.
Filed Apr 25, 2024 · FY20230001193125-24-114005
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors There are currently nine members of the board of directors. On April 17, 2024, the board of directors, upon recommendation of its corporate governance committee, unanimously nominated the nine incumbent directors for election to the board of directors at the annual meeting. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our board of directors, unless the board of directors alternatively acts to reduce the size of the board of directors or maintain a vacancy on the board of directors. The board of directors has no reason to believe that any such nominees will be unable or unwilling to serve.
Nominees for Election as Directors
Nominees for Election as Directors The names, ages as of April 25, 2024 and existing positions with us of the nominees are as follows:
Nominees for Election as Directors
| Name | Age | Office or Position Held | | Timothy S. Johnson | 44 | Chair of the Board of Directors | | Katharine A. Keenan | 39 | Chief Executive Officer, President and Director | | Leonard W. Cotton | 74 | Director | | Thomas E. Dobrowski | 80 | Director | | Nnenna Lynch | 52 | Director | | Michael B. Nash | 63 | Director | | Henry N. Nassau | 69 | Director | | Gilda Perez-Alvarado | 43 | Director | | Lynne B. Sagalyn | 76 | Director |
Nominees for Election as Directors
The name, principal occupation for the last five years, selected biographical information and the period of service as our director of each of the nominees are set forth below.
Nominees for Election as Directors
| Timothy S. Johnson Chair of the Board of Directors, Global Head of BREDS and Senior Managing Director | | | Age: 44 Director Since: 2023 Committees: ∎ None | Biographical Information: Timothy S. Johnson has been a director since 2023 and has been the Global Head of Blackstone Real Estate Debt Strategies (“BREDS”) since 2022. Mr. Johnson is responsible for overseeing Blackstone’s commercial and residential real estate debt investment strategies and is also a member of the firm’s Real Estate Investment Committee and our Manager’s Investment Committee. Before joining Blackstone in 2011, Mr. Johnson was a co-founder of BroadPeak Funding, a boutique commercial real estate finance company based in Los Angeles. Prior to founding BroadPeak, Mr. Johnson was a Vice President in the Lehman Brothers Global Commercial Real Estate Group where he worked from 2002 to 2008. Qualifications: Mr. Johnson received a BA in Mathematics from the College of the Holy Cross where he graduated cum laude. We believe Mr. Johnson’s extensive experience with, and strong record of success investing in, real estate-related assets provide our board of directors with valuable insights into developments in our industry. |
Nominees for Election as Directors
| Katharine A. Keenan Director, Chief Executive Officer and President | | | Age: 39 Director Since: 2021 Committees: ∎ None | Biographical Information: Katharine A. Keenan has been a director and our Chief Executive Officer since 2021, and the Company’s President since February 2020. She joined the Company’s management team in January 2018 and served as the Company’s Executive Vice President, Investments from January 2019 until February 2020. Ms. Keenan is also Global Chief Operating Officer of BREDS, a senior managing director of BREDS, a member of our Manager’s Investment Committee and is involved in commercial debt investments across the global BREDS platform. As the Company’s President and CEO, Ms. Keenan leads all aspects of the Company’s activities, including its investments, capital markets activities, operations and strategy. She also oversees loan originations and other investments for the Company as well as for other investment vehicles managed by BREDS. Before joining Blackstone in 2012, Ms. Keenan held positions at G2 Investment Group, Lubert-Adler Real Estate Funds and in the Real Estate Investment Banking Group at Lehman Brothers. She is a member of the board of directors of Getting Out and Staying Out, the NAREIT Advisory Board of Governors and WX New York Women Executives in Real Estate. Qualifications: Ms. Keenan graduated cum laude with an A.B. in History from Harvard College. Ms. Keenan’s experience and background as President and CEO of the Company and senior managing director of BREDS and her strong record of success in investing in real estate-related assets provide our board of directors with valuable strategic insight and we believe positions her to contribute to the board’s oversight of our investment strategy. |
Nominees for Election as Directors
| Leonard W. Cotton Independent Director | | | Age: 74 Director Since: 2014 Committees: ∎ Audit ∎ Compensation ∎ Investment Risk Management (Chair) | Biographical Information: Leonard W. Cotton has been a director since 2014. Mr. Cotton is the former vice chairman of Centerline Capital Group (a position he held from 2006 to 2008). He was also on the executive committee of the Commercial Real Estate Finance Council (“CREFC”), from 2001 to 2010 and was president of CREFC from 2007 to 2008. Mr. Cotton previously served as chairman and chief executive officer of ARCap REIT (a position he held from 1995 to 2006), a real estate finance company acquired by Centerline Capital Group in 2006, and chairman and chief executive officer of ARCap REIT’s predecessor, REMICap. During his tenure at ARCap REIT, Mr. Cotton was instrumental in establishing ARCap REIT as a nationally recognized CMBS investor in subordinated bonds. From 1992 to 2002, Mr. Cotton was a president and partner in Harbour Realty Advisors, a real estate-related special situation investment and commercial property management company. Prior to joining Harbour Realty Advisors, Mr. Cotton was engaged in a number of real estate-related entrepreneurial endeavors, including acting as consultant on real estate workout strategies and the development of high-end residential properties. Mr. Cotton also serves on the board of trustees of Bowdoin College and Maine Public Broadcasting Network, a state network of public television and radio stations. He started his career in 1972 with Citibank, working in commercial real estate lending and workout business units. He also served as an independent director of FundCore Institutional Income Trust Inc., a public unlisted mortgage real estate investment trust (“REIT”), from 2010 to 2012 and is a former board member of the Real Estate Roundtable. Qualifications: Mr. Cotton received an M.B.A. in Finance from Columbia University and a B.A. in American History from Bowdoin College. Mr. Cotton has significant experience in various aspects of commercial real estate, including lending, equity investment and development, which we believe gives him unique insight into our investment activities. |
Nominees for Election as Directors
| Thomas E. Dobrowski Independent Director | | | Age: 80 Director Since: 1998 Committees: ∎ Audit ∎ Corporate Governance ∎ Investment Risk Management | Biographical Information: Thomas E. Dobrowski has been a director since 1998. Mr. Dobrowski has been retired from General Motors Asset Management (“GMAM”), an investment manager for several pension funds of General Motors, its subsidiaries and affiliates, as well as for several third-party clients, since October 2005. From December 1994 until his retirement, he was the managing director of real estate and alternative investments for GMAM. Mr. Dobrowski was a member of the board of directors and the audit committee of Equity Lifestyle Properties, Inc. (NYSE: ELS) from 1993 to 2017, and previously served as a director and member of the audit committee of Equity Office Properties Trust until its sale in 2007 and was a former director of Taubman Centers, Inc. (NYSE: TCO) and Red Roof Inns, Inc. Qualifications: Mr. Dobrowski had a long career as a senior investment officer for a major pension plan investor and oversaw the original investment made by GMAM into the Company, which we believe gives him unique insight into our investment activities. |
Nominees for Election as Directors
| Nnenna Lynch Independent Director | | | Age: 52 Director Since: 2021 Committees: ∎ Audit ∎ Corporate Governance ∎ Investment Risk Management | Biographical Information: Nnenna Lynch has been a director since 2021 and is the chief executive officer of Xylem Projects LLC (“Xylem”), a mission-driven real estate firm which she founded in July 2018. Prior to founding Xylem, Ms. Lynch served as managing principal and head of development for The Georgetown Company, which she joined in March 2014. She was previously a senior advisor on economic development for the Bloomberg mayoral administration in New York City from 2008 to February 2014. Ms. Lynch has served as a member of the board of directors of AvalonBay Communities, Inc. (NYSE: AVB) since May 2021 and also serves on the board of Stake, a private financial technology company. Qualifications: Ms. Lynch is a graduate of Villanova University, where she won five NCAA track titles, and Oxford University, where she attended as a Rhodes Scholar. The Company believes Ms. Lynch’s extensive professional experience in the real estate industry provides our board of directors with valuable perspectives into the Company’s business. |
Nominees for Election as Directors
| Michael B. Nash Director | | | Age: 63 Director Since: 2012 Committees: ∎ None | Biographical Information: Michael B. Nash has been a director since 2012 and served as the Executive Chair of the board of directors from 2012 until February 2024. Until his retirement from Blackstone in December 2023, Mr. Nash was a senior managing director of BREDS at Blackstone. He was the co-founder and chairman of BREDS, and he was also the chairman of Blackstone Alternative Asset Management’s Strategic Capital Group, focusing on the acquisition of minority ownership interests in private equity and other alternative asset management firms. In addition, he was a member of the Real Estate Investment Committee for both BREDS and Blackstone Real Estate Advisors. Mr. Nash served as a member of the board of directors of Hudson Pacific Properties, Inc. (NYSE: HPP) from April 2015 until March 2019. He rejoined HPP’s board in December 2023. He also served as a member of the board of directors of La Quinta Holdings Inc. (NYSE: LQ) until June 2015 and Landmark Apartment Trust of America, Inc. until January 2016. Before joining Blackstone in 2007, Mr. Nash was with Merrill Lynch from 1997 to 2007 where he led the firm’s Real Estate Principal Investment Group — Americas. Prior to joining Merrill Lynch, Mr. Nash held various positions with Barclays Bank, Bank of Nova Scotia and Deloitte Haskins & Sells. Qualifications: Mr. Nash received a B.S. in Accounting from State University of New York at Albany, as well as an M.B.A. in Finance from the Stern School of Business at New York University. We believe Mr. Nash’s extensive experience with, and strong record of success in investing in, real estate-related assets provide our board of directors with valuable insights into developments in our industry. |
Nominees for Election as Directors
| Henry N. Nassau Independent Director | | | Age: 69 Director Since: 2003 Committees: ∎ Compensation (Chair) ∎ Corporate Governance (Chair) | Biographical Information: Henry N. Nassau has been a director since 2003. Mr. Nassau was the chief executive officer of Dechert LLP from July 2016 until July 2023. Mr. Nassau has been a partner at Dechert since September 2003 and was previously deputy chair of practice group management and the chair of the corporate and securities group for over ten years. Mr. Nassau was the chief operating officer of Internet Capital Group, Inc. (NASDAQ: ICGE), an Internet holding company, from December 2002 until June 2003, having previously served as managing director, general counsel and secretary since May 1999. Mr. Nassau was previously a partner at Dechert LLP from September 1987 to May 1999 and was chair of the firm’s business department from January 1998 to May 1999. At Dechert LLP, Mr. Nassau engages in the practice of corporate law, concentrating on mergers and acquisitions, public offerings, private equity and venture capital financing. Mr. Nassau is the manager of a variety of private entities engaged in investments, focusing primarily on private and growth equity opportunities. He also serves on the advisory board of RAF Industries, Campus Apartments, TL Ventures and Graham Partners. Qualifications: Mr. Nassau has significant professional experience as an officer of a public company and as an attorney and partner in a major law firm, which we believe allows him to make unique contributions in the area of corporate governance. |
Nominees for Election as Directors
| Gilda Perez-Alvarado Independent Director | | | Age: 43 Director Since: 2023 Committees: ∎ Compensation ∎ Investment Risk Management | Biographical Information: Gilda Perez-Alvarado has been a director since 2023. Ms. Perez-Alvarado is the Group Chief Strategy Officer at Accor S.A. where she is responsible for overseeing global strategy, relations with hotel owners, and strategic partnerships. Based in Paris, Ms. Perez-Alvarado is also a member of Accor’s Management Board. Prior to joining Accor, Ms. Perez-Alvarado was the Global Chief Executive Officer of JLL Hotels & Hospitality Group (a division of JLL), where she oversaw the group’s global investment sales, investment banking, advisory and tourism divisions, as well as ran the cross-border investment sales team. From September 2018 until January 2021, Ms. Perez-Alvarado served as CEO, Hotels & Hospitality, Americas and prior to that was a Managing Director at JLL. She also has served on the Board of Directors of Sonder (NASDAQ: SOND) since September 2021 and is a member of its nominating, corporate governance, and social responsibility committee. Ms. Perez-Alvarado is also a member of the Board of Trustees of Cornell University since June 2022, and is an active member of IREFAC (Industry Real Estate Financing Advisory Council), a member of Cornell School of Hotel Administration Dean’s Advisory Board, a member of WX New York Women Executives in Real Estate, and a member of the World Travel and Tourism Council. Qualifications: Ms. Perez-Alvarado is a graduate of the Cornell School of Hotel Administration, where she graduated with Honors and served as Degree Marshall for her graduating class, and received her Masters in Business Administration degree from Instituto de Empresa (IE Business School) in Madrid, Spain. The Company believes Ms. Perez-Alvarado’s extensive global capital markets professional experience, including in the hotel and hospitality industry, provides our board of directors with valuable perspectives into the Company’s business. |
Nominees for Election as Directors
| Lynne B. Sagalyn Independent Director | | | Age: 76 Director Since: 1997 Committees: ∎ Audit (Chair) ∎ Compensation ∎ Corporate Governance | Biographical Information: Lynne B. Sagalyn has been a director since 1997. Dr. Sagalyn is the Earle W. Kazis and Benjamin Schore Professor Emerita of Real Estate at Columbia Business School where she taught for more than twenty years and was the founding director of the Paul Milstein Center for Real Estate and the MBA Real Estate Program. Previously, Dr. Sagalyn held appointments at the University of Pennsylvania in both the School of Design (City Planning Department) and the Wharton School (Real Estate Department) and at the Massachusetts Institute of Technology (Department of Urban Studies and Planning). Dr. Sagalyn serves on the board and as vice chair of The Skyscraper Museum, and on the board of and as chair of the audit committee of the New York City Trust for Cultural Resources. From 2010 to 2018, Dr. Sagalyn was vice chairman of UDR, Inc. (NYSE: UDR), a self-administered REIT in the apartment communities sector, where she served as a director for 23 years until May 2019, and a member of the Advisory Board of Morgan Stanley PRIME fund from 2007 to 2022. She has also served on the New York City Board of Education Chancellor’s Commission on the Capital Plan. Qualifications: Through her prominent positions in graduate real estate programs of leading universities, we believe Dr. Sagalyn brings expertise in real estate and finance to our board and the audit committee, of which she is the chair. |
Nominees for Election as Directors
The attributes, skills and qualifications of the nominees are described further in the following tables:
Nominees for Election as Directors
| Board Diversity | | | | Total # of Directors | 9 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 4 | 5 | | Part II: Demographic Background | | | | African American or Black | 1 | — | | Alaskan Native or Native American | — | — | | Asian | — | — | | Hispanic or Latinx | 1 | — | | Native Hawaiian or Pacific Islander | — | — | | White | 2 | 5 | | Two or More Races or Ethnicities | — | — | | LGBTQ+ | — | — |
Nominees for Election as Directors
| Board Skills and Experience | | | | | | | | | | | | Real Estate | Operations | Risk Management | Strategic | Investment | Financial/ Banking | Corporate Governance/ Regulatory | Diversity, Equity and Inclusion | Active Executive/ Robust Business Experience | | Timothy S. Johnson | ● | ● | ● | ● | ● | ● | | ● | ● | | Katharine A. Keenan | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Leonard W. Cotton | ● | ● | ● | ● | ● | ● | | | ● | | Thomas E. Dobrowski | ● | ● | ● | ● | ● | ● | ● | | ● | | Nnenna Lynch | ● | ● | ● | ● | ● | | | | ● | | Michael B. Nash | ● | ● | ● | ● | ● | ● | | ● | ● | | Henry N. Nassau | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Gilda Perez-Alvarado | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Lynne B. Sagalyn | ● | | | ● | ● | ● | ● | ● | | | | 9 of 9 | 8 of 9 | 8 of 9 | 9 of 9 | 9 of 9 | 8 of 9 | 5 of 9 | 6 of 9 | 8 of 9 |
Compensation Discussion and Analysis
While we may not pay our Named Executive Officers any cash compensation, we pay our Manager the management and incentive fees described under the heading “Transactions With Related Persons, Promoters and Certain Control Persons — Agreements with Blackstone” and, in the discretion of the compensation committee of our board of directors, we may also grant our Manager and our Named Executive Officers equity awards pursuant to our equity compensation plans. The management and incentive fees compensate our Manager for the services that it provides to the Company and the equity grants serve to further align the interests of our Manager and our Named Executive Officers with that of the Company and mitigate the possibility of excessive risk taking. As of December 31, 2023, our consolidated balance sheet included $26.3 million of accrued management and incentive fees payable to our Manager. During the year ended December 31, 2023, we paid $126.6 million of management and incentive fees to our Manager. In addition, during the year ended December 31, 2023, we incurred expenses of $3.4 million that were paid by our Manager and will be reimbursed by us. The corporate governance committee evaluates the performance of our Manager on an annual basis, in light of the goals and objectives of the Company and the terms of the Management Agreement, and reports its views regarding the performance of our Manager to the board of directors. The board of directors reviews the Company’s long-term strategic plan and the fundamental factors affecting the Company’s successful operation of its business, including the management and performance of the Company’s business in light of the goals and objectives of the Company and the terms of the Management Agreement during at least one meeting a year. Role of Compensation Committee Currently, we do not have any employees and our executive officers do not receive any cash compensation from us or any of our subsidiaries for serving as executive officers. Accordingly, our compensation committee does not currently make any recommendations regarding the base salaries and target bonus levels of our Named Executive Officers. Our compensation committee reviews and approves the equity-based awards to be paid or made by us to our Named Executive Officers based on recommendations from the Company’s Chief Executive Officer and outside compensation consultants. The compensation committee also oversees risk when it considers granting equity awards to the Manager under the Management Agreement. Role of Compensation Consultant In 2023, the compensation committee engaged the services of a compensation consultant, FPL Associates, L.P. (“FPL”), to review and advise the compensation committee regarding the size of the Company’s equity award pool for 2023. FPL has no other relationships with the Company and is considered an independent third-party advisor. At the time of the engagement of FPL, the compensation committee reviewed FPL’s independence and determined that FPL’s work for the compensation committee did not raise any conflict of interest pursuant to the SEC and NYSE rules. Role of Executive Officers The compensation committee is responsible for approving compensation by us for our Named Executive Officers. Our Chief Executive Officer annually reviews the financial performance of the Company, current market conditions and the performance of each executive officer of the Company and based on these reviews, provides a recommendation regarding the appropriate equity-based grants, if any, to be presented to the compensation committee for approval. Say-On-Pay Vote At our 2023 annual meeting of stockholders, we provided our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, our executive compensation. Approximately 94% of the votes cast at our 2023 annual meeting of stockholders voted to approve our executive compensation as described in our proxy statement for the 2023 annual meeting of stockholders. The compensation committee reviewed the results of this advisory “say-on-pay” vote and considered it in determining specific award amounts granted to our Named Executive Officers for 2023. The compensation committee will also carefully consider future stockholder votes on this matter, along with other expressions of stockholder views it receives on specific policies and desirable actions. Equity-Based Compensation The compensation committee may, from time to time pursuant to the Blackstone Mortgage Trust, Inc. Stock Incentive Plan (the “Stock Plan”), grant our Named Executive Officers equity-based awards, including stock options, restricted shares of our class A common stock, restricted stock units, stock appreciation rights and other equity-based awards. These awards are designed to align the interests of our Named Executive Officers with those of our stockholders, by allowing our Named Executive Officers to share in the creation of value for our stockholders 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 achievement of 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. The compensation committee reviews the recommendations from the Company’s Chief Executive Officer and outside compensation consultants in determining the appropriate size of the equity award for each executive officer. These recommendations take into account the financial performance of the Company during the prior fiscal year, current market conditions, the performance of each executive officer and the desire to continue to align the interests of each of our executive officers with our stockholders. In 2023, the compensation committee considered a number of individual performance factors that are described below in determining the size of the equity awards granted to each of our Named Executive Officers. There was no specific numerical value given to any individual factor and each factor was considered in light of the other factors noted along with any additional information available to the compensation committee at the time, including market conditions in general. The compensation committee applied its business judgment in assessing the extent to which each Named Executive Officer met his or her objectives. The key factors that the compensation committee considered in making its determination with respect to Ms. Keenan were her performance as Chief Executive Officer and President of the Company, her role in overseeing the financial performance and investing activity of the Company, and her leadership in regard to the strategic direction of the Company, particularly given the challenging macroeconomic environment. The key factors that the compensation committee considered in making its determination with respect to Mr. Marone were his performance as Chief Financial Officer of the Company, and his leadership and oversight of its finance, treasury, and operations functions. After completing its review of the recommendation of the Chief Executive Officer, the financial performance of the Company, market conditions and the achievement of the individual performance factors of each Named Executive Officer, in December 2023, the Company granted 52,000 restricted shares of class A common stock to Ms. Keenan and 12,000 restricted shares of class A common stock to Mr. Marone, which in each case vest (i) with respect to one-sixth of the award, on the date that is six months and one day after the date of grant (the “Initial Vesting Date”), and (ii) with respect to the remainder of the award, in equal quarterly installments over ten quarters after the Initial Vesting Date.
Compensation Discussion and Analysis
During 2018, the compensation committee adopted a retirement vesting policy with respect to equity awards. Specifically, as the Stock Plan and the Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan (the “2018 Stock Plan” and, together with the Stock Plan, the “Plans”) provide for the forfeiture of the unvested portion of an award upon a participant’s (as defined in the Plans, respectively) termination of employment, the compensation committee determined to adopt a retirement vesting policy to encourage and reward our executives’ continued focus and energy as they near retirement. Under the retirement vesting policy, the compensation committee may, on a case-by-case basis, allow participants whose termination of employment would constitute a retirement (as defined below) to retain up to 50% of the unvested portion of the equity awards held by such participant at retirement and allow such portion to continue to vest pursuant to the original vesting terms and over the original vesting periods set forth in the applicable award agreements, regardless of the participant’s termination of employment. The compensation committee has delegated the responsibility and authority of determining whether a termination of employment qualifies as a retirement under the policy to the Chief Executive Officer (with respect to all participants other than the Chief Executive Officer herself) and to select which individuals may participate in the retirement vesting policy. With respect to the Chief Executive Officer, the compensation committee has delegated the authority of determining whether her termination of employment qualifies as a retirement under the policy to the Company’s Chair. A termination of employment constitutes “retirement” for purposes of the retirement vesting policy if such termination is other than for Cause or on account of death or Disability (each, as defined in the Plans, respectively) and, at the time of such termination, (1) the participant has reached age 65 and has at least five full years of service with the Company and its Affiliates (as defined in the Plans, respectively), including the Manager and its Affiliates, or (2) the participant’s age plus years of service totals at least 65, the participant has reached age 55 and the participant has had a minimum of five years of service. Hedging and Other Transactions Prohibited Per our Insider Trading Policy, directors, officers and employees (if any) are prohibited from engaging in transactions in our securities that are inconsistent with a long-term investment in our Company. These transactions include any trading activity designed to profit from fluctuations in the price of these securities, such as short sales or purchasing our securities on margin. Our Insider Trading Policy also prohibits the use of forward contracts, equity swaps, collars, exchange funds, puts, calls, options and other derivative securities or any instruments designed to increase in value as a result of, or hedge or offset any decrease in, the market value of our securities.
Summary Compensation Table
Summary Compensation Table For the year ended December 31, 2023, we did not provide any of our Named Executive Officers with any cash compensation or bonus. The following table sets forth for the year indicated the annual compensation of our Named Executive Officers:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(1) | Total ($) | | Katharine A. Keenan Chief Executive Officer, President and Director | 2023 | — | — | 1,167,400 | — | — | 1,167,400 | | | 2022 | — | — | 1,284,920 | — | — | 1,284,920 | | | 2021 | — | — | 1,620,840 | — | — | 1,620,840 | | Anthony F. Marone, Jr. Chief Financial Officer, Treasurer and Assistant Secretary | 2023 | — | — | 269,400 | — | — | 269,400 | | | 2022 | — | — | 296,520 | — | — | 296,520 | | | 2021 | — | — | 358,455 | — | — | 358,455 |
Summary Compensation Table
| (1) The Named Executive Officers are employees of our Manager or its affiliates and are not paid cash compensation by us. |
Summary Compensation Table
| (2) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of awards of restricted shares of class A common stock calculated under the Financial Accounting Standard Board’s Accounting Codification Topic 718 (“ASC Topic 718”). Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our class A common stock on the date of grant. |
Grants of Plan Based Awards in 2023
Grants of Plan Based Awards in 2023 The following table provides information regarding restricted stock awards granted to our Named Executive Officers under the Stock Plan during the year ended December 31, 2023.
Grants of Plan Based Awards in 2023
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Katharine A. Keenan | 12/15/2023 | 52,000 | 1,167,400 | | Anthony F. Marone, Jr. | 12/15/2023 | 12,000 | 269,400 |
Grants of Plan Based Awards in 2023
| (1) Consists of restricted stock awards granted in 2023 under our Stock Plan. |
Grants of Plan Based Awards in 2023
| (2) Represents the grant date fair value of restricted stock awards granted in 2023 computed in accordance with ASC Topic 718, without taking into account estimated forfeitures. The grant date fair value is calculated using the closing market price of our class A common stock on the date of grant. |
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 Named Executive Officers as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| | | Stock Awards | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Katharine A. Keenan | 12/15/2023 | 52,000 | 1,106,040 | | | 11/28/2022 | 34,666 | 737,346 | | | 12/7/2021 | 17,334 | 368,694 | | Anthony F. Marone, Jr. | 12/15/2023 | 12,000 | 255,240 | | | 11/28/2022 | 8,000 | 170,160 | | | 12/7/2021 | 3,834 | 81,549 |
Outstanding Equity Awards at December 31, 2023
| (1) Each grant vests (i) with respect to one-sixth of the award, on the Initial Vesting Date; and (ii) with respect to the remainder of the award, in equal quarterly installments over ten quarters after the Initial Vesting Date. |
Outstanding Equity Awards at December 31, 2023
| (2) The amount reported in this column is based on a closing price of $21.27 per share class A of common stock on December 29, 2023. |
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table provides information regarding the vesting of restricted stock held by our Named Executive Officers during the year ended December 31, 2023.
Option Exercises and Stock Vested in 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Katharine A. Keenan | 43,501 | 903,688 | | Anthony F. Marone, Jr. | 11,000 | 229,025 |
Option Exercises and Stock Vested in 2023
| (1) The value realized on vesting is based on the closing price on the NYSE of our class A common stock on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date. |
Pay Ratio Disclosure
Pay Ratio Disclosure In August 2015, the SEC issued final rules implementing the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require U.S. publicly-traded companies to disclose the ratio of their Chief Executive Officer’s compensation to that of their median employee. Disclosure pursuant to such rules is not included herein because we do not have any employees.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The Compensation Discussion and Analysis section of this proxy statement sets forth the financial and other factors considered by the compensation committee when reviewing and setting the compensation of our Chief Executive Officer and other Named Executive Officers for the 2023 performance year. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding compensation of our principal executive officer (the “PEO), and our other non-PEO named executive officers. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of unvested and outstanding equity awards. In accordance with the Rule, the revaluation of stock awards includes, as applicable:
Pay Versus Performance Disclosure
| ∎ | the year-end fair value of the awards granted in the covered fiscal year (e.g., 2023) that are outstanding and unvested as of the end of the covered fiscal year; |
Pay Versus Performance Disclosure
| ∎ | the change in fair value from the end of the prior fiscal year (e.g., 2022) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; |
Pay Versus Performance Disclosure
| ∎ | the fair value, as of the vesting date, of any awards that were granted and vested in the same covered year; |
Pay Versus Performance Disclosure
| ∎ | the change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the covered fiscal year; and |
Pay Versus Performance Disclosure
| ∎ | the dollar value of any dividends or other earnings paid on awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Katharine A. Keenan (1) ($) | Compensation Actually Paid to Katharine A. Keenan (2) ($) | Summary Compensation Table Total for Stephen D. Plavin (1) ($) | Compensation Actually Paid to Stephen A. Plavin ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3),(4) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3),(4),(5) ($) | Value of Initial Fixed $100 Investment Based On: (6) | | Net Income (8) ($ in millions) | Distributable Earnings (9) ($ in millions) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (7) ($) | | | | 2023 | 1,167,400 | 1,293,085 | — | — | 269,400 | 299,595 | 85 | 79 | 246.6 | 526.3 | | 2022 | 1,284,920 | 761,432 | — | — | 148,260 | (325,341) | 75 | 69 | 248.6 | 489.8 | | 2021 | 1,620,840 | 1,860,444 | — | 457,734 | 483,135 | 637,264 | 99 | 92 | 419.2 | 396.7 | | 2020 | — | — | 928,556 | 130,062 | 811,124 | 470,503 | 82 | 78 | 137.7 | 352.0 |
Pay Versus Performance Disclosure
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for Ms. Keenan for 2023. 2022 and 2021, and Stephen D. Plavin for 2021 and 2020, who served as our Chief Executive Officer, for the applicable corresponding year as reported in the “Total” column of the “Summary Compensation Table” for such corresponding year’s proxy statement. Mr. Plavin resigned as Chief Executive Officer of the Company effective June 30, 2021 and did not receive any compensation from the Company in 2021, 2022 or 2023 for service as an officer of the Company as reported in the Summary Compensation Table. For 2021, only that portion of Mr. Plavin’s compensation that was earned or paid to him in connection with his role as CEO of the Company and relating to his previously granted equity awards is included in the calculation of “compensation actually paid” to Mr. Plavin. |
Pay Versus Performance Disclosure
| (2) In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Ms. Keenan as Chief Executive Officer in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, our Chief Executive Officer during the applicable year. |
Pay Versus Performance Disclosure
| Description | 2023 ($) | | Reported Summary Compensation Total | 1,167,400 | | Value of Stock Awards Reported in the Summary Compensation Table Deduction | (1,167,400) | | Stock Awards Adjustment (a) | 1,293,085 | | Compensation Actually Paid | 1,293,085 |
Pay Versus Performance Disclosure
| (a) The amounts added or deducted in calculated stock award adjustments include: |
Pay Versus Performance Disclosure
| Year | Year End Fair Value of Unvested Equity Awards Granted in the Covered Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Stock Award Adjustments | | 2023 | 1,106,040 | 5,200 | — | (17,228) | — | 199,073 | 1,293,085 |
Pay Versus Performance Disclosure
| (3) The dollar amounts reported in this column represent the average of the total amounts reported for our other named executive officers in the “Total” column of the “Summary Compensation Table” in the corresponding year’s proxy statement as follows: |
Pay Versus Performance Disclosure
2020: Ms. Keenan, Douglas N. Armer and Mr. Marone 2021: Messrs. Armer and Marone. Ms. Keenan, whose 2021 compensation is included in the PEO column, is excluded from this calculation. 2022: Messrs. Armer and Marone 2023: Mr. Marone
Pay Versus Performance Disclosure
| (4) In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for our other named executive officers the following adjustments were made to the amounts reported in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our other named executive officers as a group during the applicable year. |
Pay Versus Performance Disclosure
| Description | 2023 ($) | | Reported Summary Compensation Total | 269,400 | | Value of Stock Awards Reported in the Summary Compensation Table Deduction | (269,400) | | Stock Awards Adjustment (a) | 299,595 | | Compensation Actually Paid | 299,595 |
Pay Versus Performance Disclosure
| (a) The amounts added or deducted in calculated stock award adjustments include: |
Pay Versus Performance Disclosure
| Year | Year End Fair Value of Unvested Equity Awards Granted in the Covered Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | 255,240 | 1,183 | — | (3,845) | — | 47,017 | 299,595 |
Pay Versus Performance Disclosure
| (5) When calculating amounts of “compensation actually paid” for purposes of this table, the fair value of awards of restricted shares of class A common stock calculated under the Financial Accounting Standard Board’s ASC Topic 718. Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our class A common stock on the date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date, as applicable. |
Pay Versus Performance Disclosure
| (6) Total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table as required by the Rule. |
Pay Versus Performance Disclosure
| (7) Total shareholder return for the group of companies included in the Bloomberg REIT Mortgage Index, which is the industry peer group for purposes of Item 201(e) of Regulation S-K. |
Pay Versus Performance Disclosure
| (8) Represents net income attributable to Blackstone Mortgage Trust. |
Pay Versus Performance Disclosure
| (9) For purposes of the Rule, we have identified Distributable Earnings as our Company-Selected Metric. We define Distributable Earnings as GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), and (iv) certain non-cash items. Distributable Earnings may also be adjusted from time to time to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as determined by our Manager, subject to |
Pay Versus Performance Disclosure
| approval by a majority of our independent directors. Distributable Earnings mirrors the terms of our Management Agreement for purposes of calculating our incentive fee expense. Although Distributable Earnings is one important financial performance measure, among others, that the compensation committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the compensation committee has not historically and does not currently evaluate ‘compensation actually paid’ as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the compensation committee does not actually use any financial performance measure specifically to link executive compensation “actually paid” to Company performance. |
Non-Employee Director Compensation
Non-Employee Director Compensation During 2023 our non-employee directors earned (i) an annual cash retainer of $95,000 payable in quarterly installments in arrears and (ii) a $115,000 annual award of the Company’s deferred stock units or restricted stock, as applicable, granted immediately upon the 2023 annual meeting. The award vests in full on the date of the Company’s annual meeting that occurs in the year immediately following the year of the grant and is settled upon the non-employee director’s “separation from service” (as defined in Treas. Reg. 1.409A-1(h)) with the Company by delivering to the non-employee director one share of class A common stock for each deferred stock unit settled. The number of units was based upon the closing stock price on the grant date. In addition, the chairperson of the audit committee receives $20,000 per annum, the chairperson of our compensation committee receives $15,000 per annum, and the chairperson of the corporate governance committees receives $10,000 per annum. The members of the audit committee receive an additional annual cash retainer of $10,000 and the members of the investment and risk management committee receive an additional annual cash retainer of $7,500. All retainers are payable in four quarterly cash installments. All directors are also reimbursed for travel expenses incurred in attending board and committee meetings. Ms. Keenan and Messrs. Johnson, Nash and Pollack, a former member of our board of directors, did not receive compensation for their services as directors during 2023. Following his retirement from Blackstone on December 31, 2023, Mr. Nash became entitled to receive the same compensation as other non-employee directors. Non-Employee Director Stock Ownership Policy. In April 2019, the Board adopted a stock ownership policy for our non-employee directors in order to better align our non-employee directors’ financial interests with those of our stockholders by requiring such directors to own a minimum level of our stock. Each of our non-employee directors (other than a non-employee director who is employed by our Manager (or an affiliate thereof)) is required to own shares in an amount equal to five times his or her annual cash retainer within five years of becoming subject to the policy. All of our non-employee directors are in compliance with the stock ownership policy. The following table sets forth the compensation paid by us to our non-employee directors for the fiscal year ended December 31, 2023:
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(8) | Total ($) | | Leonard W. Cotton(1) | 112,500 | 115,000 | 227,500 | | Thomas E. Dobrowski(2) | 112,500 | 115,000 | 227,500 | | Katharine A. Keenan | — | — | — | | Timothy S. Johnson | — | — | — | | Nnenna Lynch(3) | 112,500 | 115,000 | 227,500 | | Michael B. Nash | — | — | — | | Henry N. Nassau(4) | 120,000 | 115,000 | 235,000 | | Gilda Perez-Alvarado(5) | 87,083 | 158,125 | 245,208 | | Jonathan Pollack(6) | — | — | — | | Lynne B. Sagalyn(7) | 115,000 | 115,000 | 230,000 |
Non-Employee Director Compensation
| (1) Mr. Cotton’s $10,000 audit committee fee and his $7,500 investment risk management committee fee were paid in cash and his director compensation was paid 45% ($95,000) in cash and 55% ($115,000) in stock units under our Stock Plan. |
Non-Employee Director Compensation
| (2) Mr. Dobrowski’s $10,000 audit committee fee and his $7,500 investment risk management committee fee were paid in cash and his director compensation was paid 45% ($95,000) in cash and 55% ($115,000) in restricted stock under our Stock Plan. |
Non-Employee Director Compensation
| (3) Ms. Lynch’s $10,000 audit committee fee and her $7,500 investment risk management committee fee were paid in cash and her director compensation was paid 45% ($95,000) in cash and 55% ($115,000) in stock units under our Stock Plan. |
Non-Employee Director Compensation
| (4) Mr. Nassau’s $15,000 compensation committee chairperson fee and his $10,000 corporate governance committee chairperson fee were paid in cash, and his director compensation was paid 45% ($95,000) in cash and 55% ($115,000) in restricted stock under our Stock Plan. |
Non-Employee Director Compensation
| (5) Ms. Perez-Alvarado joined our board of directors in February 2023. Her director compensation was prorated to cover her term of service. She was paid 36% ($87,083) in cash and 64% ($158,125) in restricted stock under our Stock Plan. |
Non-Employee Director Compensation
| (6) Mr. Pollack resigned from the board of directors on February 26, 2024. |
Non-Employee Director Compensation
| (7) Dr. Sagalyn’s $20,000 audit committee chairperson fee was paid in cash and her director compensation was paid 45% ($95,000) in cash and 55% ($115,000) in restricted stock under our Stock Plan. |
Non-Employee Director Compensation
| (8) Amounts are based on the aggregate grant date fair value as determined in accordance with ASC Topic 718 using the closing market price of our class A common stock on the date of grant. Amounts shown in this column do not reflect 52,000 shares of restricted stock granted to Ms. Keenan, 50,000 shares of restricted stock granted to Mr. Johnson, 50,000 shares of restricted stock granted to Mr. Pollack, and 18,000 shares of restricted stock granted to Mr. Nash in 2023, pursuant to our Stock Plan as those awards were not made to them in compensation for their service as directors. Amounts shown in this column for each of Messrs. Cotton, Dobrowski and Nassau, Mses. Lynch and Perez-Alvarado and Dr. Sagalyn reflect 5,927 unvested deferred stock units or restricted stock outstanding, as applicable, as of December 31, 2023 that vest in full on the date of the 2024 annual meeting of stockholders. |
Indemnification Agreements with Directors and Officers
Indemnification Agreements with Directors and Officers We have entered into indemnification agreements with each of our directors and officers. We refer to such indemnification agreements as “Indemnification Agreements” and our directors and officers party thereto as “Indemnitees.” The Indemnification Agreements provide that we will, subject to certain limitations and exceptions, indemnify, to the fullest extent permitted under Maryland law, and advance expenses to, each Indemnitee, in connection with (among other things) the Indemnitee’s capacity as a director, officer, employee or agent of the Company. This obligation includes, subject to certain terms and conditions, indemnification for any expenses (including reasonable attorneys’ fees), judgments, fines, penalties and settlement amounts actually and reasonably incurred by the Indemnitee in connection with any threatened or pending action, suit or proceeding. In certain instances, we may be required to advance such expenses, in which case the Indemnitee will be obligated to reimburse us for the amounts advanced if it is later determined that the Indemnitee is not entitled to indemnification for such expenses. Related Party Transaction Policies Our board of directors recognizes the fact that transactions with related persons may present risks of conflicts or the appearance of conflicts of interest. Our board of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE. Under the policy, which is subject to the terms of the Management Agreement, a committee of our board of directors composed solely of independent directors who are disinterested (which has been designated as the audit committee) or the disinterested independent members of our board of directors must review and approve or ratify any “related person transaction” (defined as any transaction that would be required to be disclosed by us under Item 404(a) of Regulation S-K in which we were or are to be a participant, other than an employment relationship or transaction involving an executive officer and any related compensation, and the amount involved exceeds $120,000 and in which any “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) had or will have a direct or indirect material interest) and all material facts with respect thereto. No related person transaction will be executed without the approval or ratification of a committee of our board of directors composed solely of independent directors who are disinterested or by the disinterested independent members of our board of directors. Pursuant to our code of business conduct and ethics and the audit committee charter, our audit committee is required to review on a quarterly basis all material related party transactions involving the Manager and/or its affiliates. In reviewing a related person transaction or proposed related person transaction, the audit committee will consider all relevant facts and circumstances, including:
Indemnification Agreements with Directors and Officers
| ∎ | the nature of the related person’s interest in the transaction; |
Indemnification Agreements with Directors and Officers
| ∎ | the material terms of the transaction; |
Indemnification Agreements with Directors and Officers
| ∎ | the business purpose of the transaction; |
Indemnification Agreements with Directors and Officers
| ∎ | the importance of the transaction both to the Company and the related person; |
Indemnification Agreements with Directors and Officers
| ∎ | whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company; |
Indemnification Agreements with Directors and Officers
| ∎ | whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non-related persons, if any; and |
Indemnification Agreements with Directors and Officers
| ∎ | any other matters that management or the audit committee or disinterested independent directors, as applicable, deem appropriate. |
Indemnification Agreements with Directors and Officers
In addition, the related person transaction policy provides that the audit committee or disinterested independent directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent” or “non-employee” director, as applicable, under the rules and regulations of the SEC, the NYSE, the Internal Revenue Code of 1986, as amended, and our code of business conduct and ethics for board and committee service. Our related person transaction policy also contains a standing approval for (1) indemnification payments and advancement of expenses made pursuant to our charter or bylaws or pursuant to any agreement or instrument, including, without limitation, the Management Agreement; (2) investments by the Company in which Blackstone Accounts (as defined in the Management Agreement) also invest, including at a different level of an issuer’s or borrower’s capital structure (for example, an investment by the Company in a debt interest with respect to the same portfolio entity in which a Blackstone Account owns an equity, debt or mezzanine interest or vice versa) or otherwise in different classes or tranches of the same issuer’s securities as contemplated by the Management Agreement; and (3) services provided by affiliates of the Manager to the extent (i) such services are on arm’s length terms and competitive market rates in relation to terms that are then customary for agreements regarding the provision of such services to companies that have assets similar in type, quality and value to the assets of the Company, or (ii) such services are approved by a majority of the Independent Directors (as defined in the Management Agreement).