DEF 14A of Franklin BSP Realty Trust, Inc.
Filed Apr 17, 2026 · FY20250001193125-26-161379
Corporate Governance and Responsibility Highlights
| | Page | | Q&A | 2 | | Corporate Governance Overview | 7 | | Proposal No. 1 - Election Of Directors | 9 | | Director Compensation | 13 | | Board of Directors And Committees | 14 | | Information About the Board of Directors and its Committees | 14 | | How Directors are Selected, Elected and Evaluated | 14 | | Director Independence | 15 | | Director Skills | 16 | | Leadership Structure of the Board of Directors | 17 | | Oversight of Risk Management | 18 | | Committee Membership | 19 | | Audit Committee | 19 | | The Compensation Committee | 20 | | Nominating and Corporate Governance Committee | 20 | | Corporate Governance Principles | 21 | | Stock Ownership Guidelines | 21 | | Political and Charitable Contributions | 22 | | Legal Proceedings | 22 | | Director Continuing Education | 23 | | Director Time Commitments | 23 |
Business Experience of Nominees
Business Experience of Nominees 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. Full biographical data is available on our website at www.fbrtreit.com under the “Governance” tab.
Business Experience of Nominees
| | Richard Byrne Chairman of the Board Director Since: 2016 Age: 65 | Committees None |
Business Experience of Nominees
| Relevant Experience 2013-Present: Benefit Street Partners • President • In his role as President, he serves as Chairman of Franklin BSP Realty Trust (and as CEO from 2016 through February 10, 2026) and CEO of Franklin BSP Capital Corp. 1999-2013: Deutsche Bank • 2008-2013: Chief Executive Officer, Deutsche Bank Securities, Inc. • 2006-2013: Global Co-Head of Capital Markets at Deutsche Bank • 2001-2010: Member of the Global Banking Executive Committee and the Global Markets Executive Committee 1985-1999: Merrill Lynch & Co. • Global Co-Head of the Leveraged Finance Group and Global Head of Credit Research | Qualifications: Mr. Byrne’s current and prior experience as a director and prior experience as Chief Executive Officer of the Company, and his significant investment banking experience in real estate finance make him well qualified to serve as a member of our Board. Current Public Company Boards: Wynn Resorts, Ltd. Franklin BSP Real Estate Debt, Inc. (non-listed) Affiliated, Non-Listed BDC Boards*: Franklin BSP Capital Corp. Previous Public Company Boards: MFA Financial, Inc. * Affiliated non-traded Business Development Company (“BDC”) regulated under the Investment Company Act of 1940 that are managed by the Advisor. |
Business Experience of Nominees
| | Pat Augustine Independent Director Director Since: 2021 Age: 63 | Committees Compensation, Nominating and Corporate Governance |
Business Experience of Nominees
| Relevant Experience 2011-Present: Meridian Enterprises • Founder • Built, owned, and operated Planet Fitness franchises before selling to a private equity firm 2009-2011: Swiss RE Insurance Asset Management • Head of Structured Product and Credit Portfolio Management 1996-2007: NationsBank (predecessor to Bank of America) • Head of sales, trading, and research for structured products 1985-1996: Salomon Brothers • Mortgage-backed securities trader | Qualifications: Mr. Augustine’s experience founding a company and his tenure in the financial industry, specifically his experience in both residential and commercial real estate, make him well qualified to the Board. Previous Public Company Boards: Capstead Mortgage Corporation |
Business Experience of Nominees
| FRANKLIN BSP REALTY TRUST | 10 | 2026 PROXY STATEMENT |
Business Experience of Nominees
| | Joe Dumars Independent Director Director Since: 2023 Age: 62 | Committees Audit, Nominating and Corporate Governance |
Business Experience of Nominees
| Relevant Experience 2025-Present: New Orleans Pelicans • EVP of Basketball Operations 2022-2025: National Basketball Association (“NBA”) • EVP and Head of Basketball Operations 2020-2022: Sacramento Kings NBA franchise • Chief Strategy Officer 2017-2019: Independent Sports & Entertainment, LLC • President of Basketball Division 1999-2014: Detroit Pistons NBA Franchise • President of Basketball Operations 1985-1999: Detroit Pistons • Professional basketball player • Six-time NBA All-Star | Qualifications: Mr. Dumars is an experienced executive, owner, and operator of multiple businesses with a track record of accomplishments based on individual contribution, leadership and team building. Mr. Dumars’ operational expertise and experience in corporate strategy development and human capital management make him well qualified to serve as a member of our Board. |
Business Experience of Nominees
| | Peter J. McDonough Independent Director Director Since: 2016 Age: 67 | Committees Audit, Compensation, Nominating and Corporate Governance Chair |
Business Experience of Nominees
| Relevant Experience 2018-2022: Trait Biosciences • Chief Executive Officer • Trait Biosciences is a biotechnology research organization developing Intellectual Property associated with the formulation of CBD Health & Wellness Products 2006-2015: Diageo • President, Chief Marketing and Innovation Officer 2004-2006: Procter & Gamble • Vice President of European Marketing overseeing the brand marketing function for Duracell Batteries and Braun Appliances 2002-2004: University of Canterbury, Graduate School of Commerce • University lecturer and management consultant 1994-2002: Gillette • Vice President of North American Marketing • Launched industry leading brands such as Mach3 Turbo and Venus Razors. 1990-1994: Black & Decker • Director of North American Marketing • Launched the DeWalt Power Tool Company | Qualifications: Mr. McDonough brings innovative thinking to transform business performance from diverse experiences leading global organizations in numerous industries and prior experience serving as an independent director on corporate boards. Mr. McDonough earned his MBA from the Wharton School of Business and received his BS from Cornell University. We believe Mr. McDonough’s extensive experience as an executive officer and/or director and his significant business accomplishments make him well qualified to serve as a member of our Board. Current Public Company Boards: Franklin BSP Real Estate Debt, Inc. (non-listed) Previous Public Company Boards: The Splash Beverage Group Current Private Company Boards: 2024-Present: Bedoukian Research Inc. |
Business Experience of Nominees
| FRANKLIN BSP REALTY TRUST | 11 | 2026 PROXY STATEMENT |
Business Experience of Nominees
| | Buford H. Ortale Independent Director Director Since: 2016 Age: 64 | Committees Audit (Chair), Compensation, Nominating and Corporate Governance |
Business Experience of Nominees
| Relevant Experience 2018-Present: NTR • Partner • NTR is a private equity firm focused on the energy space 2010-Present: Armour Capital Management, LP • Partner • Armour is the external manager of a residential mortgage REIT with over $15 billion in assets 1996-Present: Sewanee Ventures • Founder and Manager • Sewanee Ventures is a private investment vehicle focused on investments in real estate, venture capital, and private equity 1993-1996: NationsBanc (Bank of America) • Founder and Managing Director of the High Yield Bond Group 1987-1991: Merrill Lynch Merchant Banking Group • Vice President | Qualifications: Mr. Ortale’s expertise includes investments in startup venture backed companies, LBO’s, real estate development and acquisitions and private debt. We believe Mr. Ortale’s extensive experience as a private equity investor and banker make him well qualified to serve as a member of our Board. Current Public Company Boards: Franklin BSP Real Estate Debt, Inc. (non-listed) Previous Public Company Boards: ASAP |
Business Experience of Nominees
| | Elizabeth K. Tuppeny Lead Independent Director Director Since: 2013 Age: 65 | Committees Audit, Compensation, Nominating and Corporate Governance |
Business Experience of Nominees
| Relevant Experience 1993-Present: Domus, Inc. • Founder and Chief Executive Officer • Domus works at the C-Suite level with clients such as Chevron; Citibank; ConAgra; Diageo; DuPont; Epson; Mattel; Merck; Merrill Lynch; Procter & Gamble; Ralph Lauren and Westinghouse 1992-1993: Earle Palmer Brown • Executive Vice President of Business Development 1984-1992: Weightman Advertising • Senior Vice President | Qualifications: Ms. Tuppeny has 40 years of experience in the branding and advertising industries, with a focus on Fortune 50 companies. We believe that Ms. Tuppeny’s experience as a Chief Executive Officer and an independent director of multiple companies, as well as her track record in evaluating real estate business development applications, make her well qualified as a member of our Board. Current Public Company Boards: National Healthcare Properties American Strategic Investment Co. (formerly New York City REIT, Inc.) Franklin BSP Real Estate Debt, Inc. (non-listed) Previous Public Company Boards: American Realty Capital Trust IV |
Business Experience of Nominees
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE, EACH TO SERVE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFY.
Business Experience of Nominees
| FRANKLIN BSP REALTY TRUST | 12 | 2026 PROXY STATEMENT |
Business Experience of Nominees
| DIRECTOR COMPENSATION |
Business Experience of Nominees
| Name | Fees Paid in Cash | Stock Awards(1) | Total | | Pat Augustine | $130,000 | $110,000 | $240,000 | | Joe Dumars | 130,000 | 110,000 | 240,000 | | Jamie Handwerker | 150,000 | 110,000 | 260,000 | | Peter J. McDonough | 150,000 | 110,000 | 260,000 | | Buford H. Ortale | 150,000 | 110,000 | 260,000 | | Elizabeth K. Tuppeny | 170,000 | 110,000 | 280,000 |
Information About the Board of Directors and its Committees
Information About the Board of Directors and its Committees The Board ultimately is responsible for the management and control of our business and operations. We have retained the Advisor to manage our day-to-day operations, including the operations of NewPoint, a company we acquired in 2025 that now comprises our Agency Business unit. The Advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which, together with its various subsidiaries, operates as Franklin Templeton. Our Board currently has seven members and is comprised of Messrs. Byrne, Augustine, Dumars, McDonough, and Ortale and Ms. Jamie Handwerker and Ms. Tuppeny. Ms. Handwerker is not up for re-election and her term as a director will end at the Annual Meeting. The Nominating and Corporate Governance Committee of the Board considers and makes recommendations to the Board concerning the appropriate size and needs of the Board and considers and recommends to the Board candidates to fill vacancies on the Board. The Board held a total of ten meetings during the fiscal year ended December 31, 2025. Each director attended at least 75% of the meetings of the Board and the Board committees on which he or she served during 2025. The Board does not have a formal policy relating to director attendance at our annual meetings of stockholders. Three of our seven directors attended the 2025 annual meeting of stockholders. The Board currently has three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee, the members of which are all independent directors. The current written charters for each of the standing committees, as well as our Corporate Governance Guidelines, Code of Ethics and certain other corporate governance information are available on our website, www.fbrtreit.com, under the “Governance Documents” tab by selecting “Governance.”
Directors
Directors Any interested parties, including stockholders of the Company, desiring to communicate with the Chairman, the Lead Ind epen dent Director, the other non-management directors or an individual director regarding the Company may contact such directors by delivering such correspondence to the Company in care of Franklin BSP Realty Trust, Inc., 1 Madison Avenue, Suite 1600, New York, NY 10010, Attention: Micah Goodman, Secretary. The sender should indicate in the address whether it is intended for the entire Board, the Chairman, the Lead Independent Director, the non-management directors as a group or an individual director. Each communication received by the Secretary will be forwarded to the intended recipients subject to compliance with the existing instructions from the Board concerning the treatment of inappropriate communications. Such communications may be made confidentially or anonymously. The Company reserves the right to filter out improper or irrelevant communications such as solicitations, advertisements, spam, surveys, junk mail, mass mailings, resumes and other forms of job inquiries. If the Board modifies this process, the revised process will be posted on the Company’s website.
Code of Ethics
Code of Ethics The Board of Directors maintains a Code of Ethics that is applicable to our directors, officers, employees, our Advisor and employees of the Advisor performing substantial services for the Company. It covers topics including, but not limited to, conflicts of interest, confidentiality of information, full and fair disclosure, reporting of violations and compliance with laws and regulations. The Code of Ethics is available on the Company’s website at www.fbrtreit.com by clicking on “Governance—Governance Documents.” We intend to disclose on this website any amendment to, or waiver of, any provision of this Code of Ethics applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC. You may also obtain a copy of the Code of Ethics by writing to our secretary at: Franklin BSP Realty Trust, Inc., 1 Madison Avenue, Suite 1600, New York, NY 10010, Attention: Micah Goodman, Secretary. A waiver of the Code of Ethics for our Chief Executive Officer may be made only by the Board of Directors or the appropriate committee of the Board and will be promptly disclosed to the extent required by law. A waiver of the Code of Ethics for all other person may be made only by our Chief Executive Officer and shall be discussed with the Board or a committee of the Board as appropriate.
Hedging and Pledging Policy
Hedging and Pledging Policy Per our Insider Trading Policy, our directors and officers are prohibited from engaging in transactions in our sec uriti es that are inconsistent with a long-term investment in our Company. Our Insider Trading Policy prohibits the use of prepaid variable forward contracts, equity swaps, collars and exchange funds, put options, call options or other derivative securities, or other transactions which hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities. Directors and officers of the Company are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan, unless pre-approved by the Audit Committee.
Insider Trading Policy
Insider Trading Policy The Company maintains an Insider Trading Policy governing the purchase, sale and/or other disposition of the Company’s securities by its directors, officers, employees, the Advisor and any employees of the Advisor and its affiliates that provide services to, or are involved in the business and affairs of, the Company, or otherwise have access to material nonpublic information relating to the Company. The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable listing standards of the NYSE. The current version of the Insider Trading Policy is attached as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Transactions by the Company in its own securities are monitored by internal and external legal counsel for compliance with applicable securities laws.
Insider Trading Policy
| FRANKLIN BSP REALTY TRUST | 2 5 | 2026 PROXY STATEMENT |
Insider Trading Policy
| EXECUTIVE OFFICERS |
Insider Trading Policy
The following table presents certain information as of the date of this proxy statement concerning each of our executive officers serving in such capacity:
Insider Trading Policy
| Name | Age | Position(s) | | Michael Comparato | 49 | Chief Executive Officer | | Brian Buffone | 48 | President | | Jerome S. Baglien | 49 | Chief Financial Officer and Chief Operating Officer |
Michael Comparato
Michael Comparato Michael Comparato was appointed in February 2026 as Chief Executive Officer of the Company. He previously served as President of the Company from March 2023 to February 2026. He is a Managing Director and Head of Commercial Real Estate for the Advisor. Since the Advisor took over the role of external manager of the Company, Mr. Comparato has played a leading role for the Advisor in fulfilling its duties under the Advisory Agreement, including overseeing loan originations and other investments. Prior to joining the Advisor in 2015, Mr. Comparato was Head of U.S. Equity Investments at Ladder Capital Corp., where he led Ladder’s largest team that actively originated CMBS loans, structured/balance sheet loans, and mezzanine loans and acquired strategic assets for the firm. Prior to joining Ladder, Mr. Comparato was President of BankAtlantic Commercial Mortgage Capital (BACMC), the CMBS affiliate of BankAtlantic, where he was responsible for managing all day-to-day operations. Mr. Comparato also previously ran Compson Holding Corporation, which made various equity investments in multiple different commercial real estate assets and publicly traded REITs. Mr. Comparato received a Bachelor of Science, Summa Cum Laude, from Babson College.
Brian Buffone
Brian Buffone Mr. Buffone was appointed in February 2026 as President of the Company. He is a Managing Director and Head of Real Estate Operations (since January 2025) for our Advisor’s commercial real estate group. Prior to joining the Advisor in 2018 as Managing Director, Head of Equity Investments, Mr. Buffone was a managing director at Ladder Capital where he originated CMBS loans and balance sheet loans and sourced/executed the majority of property acquisitions for the Company’s own portfolio. Prior to joining Ladder Capital, Mr. Buffone was the founder and president of Park Manor Capital Partners, a full service commercial real estate firm. He was previously a partner and chief financial officer of Compson Holding Corporation where he oversaw the day to day operations of the Company’s commercial real estate equity investments, acquisitions, dispositions, asset/property management and financing. Mr. Buffone earned his Bachelor of Science, Magna Cum Laude, from Babson College with a double major in Quantitative Methods and Investments.
Jerome S. Baglien
Jerome S. Baglien Jerome S. Baglien has served as Chief Financial Officer of the Company since September 2016, and as Chief Operating Officer of the Company since December 2021. Mr. Baglien is a Managing Director and Chief Financial Officer of Real Estate of the Advisor. Prior to joining the Advisor in 2016, Mr. Baglien was director of fund finance for GTIS Partners LP (“GTIS”), where he oversaw all finance and operations for GTIS funds. Previously, he was an accounting manager at iStar Inc. with oversight of loans and special investments. Mr. Baglien received a Masters of Business Administration from Kellstadt Graduate School of Business at DePaul University and a Bachelor of Science in Accounting from the University of Oregon.
Jerome S. Baglien
| FRANKLIN BSP REALTY TRUST | 26 | 2026 PROXY STATEMENT |
Jerome S. Baglien
| COMPENSATION COMMITTEE REPORT |
Jerome S. Baglien
The Compensation Committee has furnished the following report. The information contained in this “Compensation Committee Report” is not to be deemed “soliciting material” or “filed” with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that we specifically incorporate it by reference into such filings. Our Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” disclosed in this proxy statement as required by Item 402(b) of Regulation S-K of the Exchange Act. Based on such review and discussions, our Compensation Committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement. Compensation Committee Jamie Handwerker (Chair) Pat Augustine Peter J. McDonough Buford H. Ortale Elizabeth K. Tuppeny
Jerome S. Baglien
| FRANKLIN BSP REALTY TRUST | 27 | 2026 PROXY STATEMENT |
Jerome S. Baglien
| EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis
The Company’s Compensation Practices We do not pay any cash compensation to our NEOs or employees of the Advisor. As employees of the Advisor, they are compensated by the Advisor. Pursuant to our 2021 Equity Incentive Plan, the Compensation Committee may, from time to time, grant awards consisting of restricted shares of our Common Stock, restricted stock units and/or other equity-based awards to qualified directors, officers, employees, advisors, consultants, and other personnel, including the NEOs. These equity-based awards are generally subject to time-based vesting requirements. Since 2022, our Compensation Committee has approved annual equity awards to certain employees of the Advisor and its affiliates, including our NEOs. Our Compensation Committee believes that its equity compensation practices align the long-term interests of the NEOs with those of our stockholders and encourage the retention of our NEOs’ expertise and leadership, a benefit that is evidenced by the lack of turnover amongst our NEO population. The Compensation Committee does not time the issuance of equity-based compensation awards in coordination with the release of material non-public information. Role of Compensation Consultant The Compensation Committee engaged F.W. Cook as its independent compensation consultant to assist the Compensation C om mittee in developing and evaluating the framework for issuing long-term equity-based awards to our NEOs and other personnel of our Advisor. At the time of F.W. Cook’s engagement, the Compensation Committee reviewed F.W. Cook’s independence and determined that F.W. Cook’s work for the Compensation Committee did not raise any conflict of interest pursuant to applicable SEC and NYSE rules. F.W. Cook met with the Compensation Committee on several occasions in 2025 to advise on pay methodologies, award terms, peer practices and other compensation considerations.
Compensation Discussion and Analysis
Role of Management The Compensation Committee is responsible for approving compensation for our NEOs, which as noted above, is limited to annual equity awards. The Compensation Committee considers the recommendations of the Company’s Chief Executive Officer, Mr. Byrne, with respect to grants made to other NEOs and with respect to the size of the pool of awards allocated to the employees of the Advisor and its affiliates who provide services to the Company under the Advisory Agreement. 2025 Equity Grants On January 27, 2025, the Compensation Committee approved the grant of an aggregate amount of 766,665 restricted stock units to employees of the Advisor and its affiliates who provide services to the Company under the Advisory Agreement. The aggregate amount approved included grants of 106,969, 136,882 and 91,255 restricted stock units to Messrs. Byrne, Comparato and Baglien, respectively. The restricted stock units, which were granted under the Company’s 2021 Equity Incentive Plan, vest in equal annual installments beginning on the anniversary of the date of grant over a period of three years subject to continuing service. To the extent that ordinary cash dividends are paid to holders of shares of our Common Stock, outstanding restricted stock units are entitled to a corresponding cash dividend equivalent payment. In determining the equity-based awards for 2025, the Compensation Committee did not apply any fixed metrics. Rather, the Compensation Committee took into consideration a range of factors, including financial performance measures such as absolute and relative total stockholder return and economic return, operational performance measures such as our origination volumes, the credit quality of the portfolio and strategic decisions including underlying asset type, loan type and geographic focus, as well as the individual performance of each of our NEOs. Stockholder Engagement We have a robust stockholder engagement program that includes regular participation in investor conferences, quarterly earnings calls, press releases, and meetings with our current and potential stockholders. During these meetings we discuss a variety of topics, which in addition to business performance and strategy, may include corporate governance topics such as executive compensation and board composition, as well as sustainability topics. We also seek to engage with our top stockholders annually on governance issues and sustainability specifically to hear their perspectives and priorities, as well as giving them a platform to ask questions. The feedback we receive in these meetings informs the Board’s approach to corporate governance, including executive compensation. Reflective of their support, at our 2025 Annual Meeting, our Say on Pay proposal received approximately 85% support, consistent with support levels from the previous year. As a Board that values and proactively seeks stockholder feedback, we take the results of our Say-on-Pay vote seriously. Voting results and stockholder feedback are crucial to our continual assessment of our compensation programs, decisions, and policies. Our Compensation Committee actively reviews and approves our compensation practices bearing in mind stockholder feedback and voting results. By the Numbers: Stockholder Engagement Efforts
Compensation Discussion and Analysis
2026 Equity Grants On January 27, 2026 the Compensation Committee approved the grant of an aggregate amount of 835,511 restricted stock units to certain employees of the Company and employees of the Advisor and its affiliates who provide services to the Company under the Advisory Agreement. The aggregate amount approved included grants of 66,841, 66,841 and 100,261 restricted stock units to Messrs. Byrne, Comparato and Baglien, respectively.
Summary Compensation Table
Summary Compensation Table For the year ended December 31, 2025, we did not provide any of our NEOs with any cash compensation, bonuses, or any other compensation (such as perquisites or employee benefits) besides the restricted stock units granted under our 2021 Equity Incentive Plan. The following table sets forth the annual compensation of our NEOs for the years ended December 31, 2025, 2024 and 2023. We did not pay any compensation to our NEOs in 2021.
Summary Compensation Table
| Name and Principal Position | Year ($) | Salary(1) ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(1) ($) | All Other Compensation(1) ($) | Total ($) | | Richard J. Byrne | | | | | | | | | Former Chief Executive Officer | 2025 2024 2023 | — — | — — | 1,365,994 1,577,585 1,039,506 | — — | — — | 1,365,994 1,577,585 1,039,506 | | Michael Comparato | | | | | | | | | Chief Executive Officer and Former President | 2025 2024 2023 | — — | — | 1,747,984 1,574,961 974,401 | — — | — — | 1,747,984 1,574,961 974,401 | | Jerome S. Baglien | | | | | | | | | Chief Financial Officer and Chief Operating Officer | 2025 2024 2023 | — — — | — — — | 1,165,326 1,000,004 756,002 | — — — | — — — | 1,165,326 1,000,004 756,002 |
Summary Compensation Table
| (1) The NEOs are employees of the Advisor 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 stock units calculated under the Financial Accounting Standard Board’s Accounting Codification Topic 718, or ASC Topic 718. Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our Common Stock on the date of grant. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table provides information regarding restricted stock unit awards granted to our NEOs under the 2021 Equity Incentive Plan during the year ended December 31, 2025.
Grants of Plan-Based Awards in 2025
| 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) ($) | | Richard J. Byrne | 1/27/2025 | 106,969 | 1,365,994 | | Michael Comparato | 1/27/2025 | 136,882 | 1,747,984 | | Jerome S. Baglien | 1/27/2025 | 91,255 | 1,165,326 |
Grants of Plan-Based Awards in 2025
| (1) Each grant vests in equal annual installments beginning on the anniversary of the date of grant over a period of three years subject to continuing service. |
Grants of Plan-Based Awards in 2025
| (2) Represents the grant date fair value of restricted stock units granted in 2025 computed in accordance with ASC Topic 718. The grant date fair value is calculated using the closing market price of our Common Stock on the date of grant. |
Grants of Plan-Based Awards in 2025
| FRANKLIN BSP REALTY TRUST | 34 | 2026 PROXY STATEMENT |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | | Richard J. Byrne | 1/27/2025 | 106,969 | 1,072,899 | | | 2/1/2024 | 79,375 | 796,131 | | | 1/27/2023 | 24,334 | 244,070 | | Michael Comparato | 1/27/2025 | 136,882 | 1,372,926 | | | 2/1/2024 | 79,243 | 794,807 | | | 1/27/2023 | 22,810 | 228,784 | | Jerome S. Baglien | 1/27/2025 | 91,255 | 915,288 | | | 2/1/2024 | 50,314 | 504,649 | | | 1/27/2023 | 17,697 | 177,501 |
Outstanding Equity Awards at December 31, 2025
| (1) Each grant vests in equal annual installments beginning on the anniversary of the date of grant over a period of three years subject to continuing service. |
Outstanding Equity Awards at December 31, 2025
| (2) The amount reported in this column is based on a closing price of $10.03 per share of our Common Stock on December 31, 2025. |
Stock Vested in 2025
Stock Vested in 2025 The following table provides information regarding stock awards for our NEOs that vested in 2025.
Stock Vested in 2025
| | Number of Shares acquired on vesting (#) | Value realized on vesting(1) ($) | | Richard J. Byrne | 91,087 | 1,163,181 | | Michael Comparato | 87,801 | 1,121,219 | | Jerome S. Baglien | 62,538 | 798,610 |
Stock Vested in 2025
| (1) The amount reported in this column is based on the closing price of $12.77 per share of our Common Stock on January 27, 2025. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Since our NEOs are employees of our Advisor, we generally do not have any obligation to make any payments to any of our NEOs upon a termination of employment or upon a change in control. However, pursuant to the restricted stock unit award agreements that we entered into with our named executive officers in 2025, 2024 and 2023, our named executive officers are entitled to vest in such awards in the event of a qualifying termination pursuant to the NEOs’ death or disability, or in certain circumstances in connection with a change of control of the Company. The following table describes the restricted stock unit vesting values that would be received by our named executive officers under various scenarios upon termination of employment or a change in control of the Company, calculated as if the separation event occurred on December 31, 2025.
Potential Payments Upon Termination or Change in Control
| | Termination(1)(2) ($) | Death/Disability(2)(3) ($) | Change of Control(2)(4) ($) | | Richard J. Byrne | — | 2,113,100 | 2,113,100 | | Michael Comparato | — | 2,396,518 | 2,396,518 | | Jerome S. Baglien | — | 1,597,438 | 1,597,438 |
Potential Payments Upon Termination or Change in Control
| FRANKLIN BSP REALTY TRUST | 35 | 2026 PROXY STATEMENT |
Potential Payments Upon Termination or Change in Control
| (1) Generally, except as described in footnotes (3) and (4), all unvested restricted stock units would be forfeited in the event of the NEO’s termination of service to the Company for any reason, whether for cause or without cause, for good reason or in the event of the NEO’s retirement, and including in the event of a termination of the Advisor. |
Potential Payments Upon Termination or Change in Control
| (2) Assumed stock values are calculated at $10.03 per share, the closing price of our Common Stock on December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| (3) In the event that the NEO’s service is terminated due to his or her death or disability, then all unvested restricted stock units will be immediately fully vested as of the date of the termination of service. |
Potential Payments Upon Termination or Change in Control
| (4) Under the terms of 2021 Equity Incentive Plan, upon a change of control (as defined in the Plan) in which awards are not assumed, all restricted stock units will be fully vested. The Plan contains additional provisions in the event of a transaction in which awards are assumed. The amounts shown in this column assume that the awards are not assumed in the transaction and therefore are accelerated. |
Potential Payments Upon Termination or Change in Control
| FRANKLIN BSP REALTY TRUST | 36 | 2026 PROXY STATEMENT |
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the comp ensati on paid to Mr. Byrne, our former Chief Executive Officer, Mr. Comparato, our current Chief Executive Officer and former President, and Mr. Baglien, our Chief Operating Officer and Chief Financial Officer (who until February of 2026 were our only other NEOs) compared to Company performance for the years ended December 31, 2025, 2024, 2023 and 2022. We have not presented information for years prior to 2022 because we did not pay our executive officers in any year prior to 2022.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO (1)(2) | CAP to CEO (3) | Average Summary Compensation Table Total for Other NEOs (1)(2) | Average CAP to Other NEOs (1)(3) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income (5) | Distributable Earnings (5)(6) | | | | | | | TSR (4) | Peer Group TSR (4) | | | | 2025 | $1,365,994 | $1,132,702 | $1,456,655 | $1,223,239 | $94.11 | $93.52 | $84,085 | $67,321 | | 2024 | $1,577,585 | $1,649,891 | $1,287,483 | $1,346,294 | $103.62 | $80.51 | $92,403 | $100,682 | | 2023 | $1,039,506 | $1,236,031 | $865,201 | $1,028,773 | $100.10 | $80.34 | $144,509 | $189,510 | | 2022 | $1,164,379 | $1,128,652 | $846,820 | $820,837 | $85.93 | $69.74 | $14,215 | $116,076 |
Pay Versus Performance Table
| (1) Our CEO during 2025, 2024, 2023 and 2022 was Richard J. Byrne. References to “Other NEOs” in this section for 2025, 2024 and 2023 refer to Michael Comparato, our current Chief Executive Officer and Jerome S. Baglien, our Chief Operating Officer and Chief Financial Officer, and for 2022 refers to Mr. Baglien. |
Pay Versus Performance Table
| (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 35. See the footnotes to the SCT for further detail regarding the amounts in this column. |
Pay Versus Performance Table
| (3) Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to 2025 SCT total compensation to compute 2025 CAP for our CEO and average CAP for our other NEOs. |
Pay Versus Performance Table
| CEO |
Pay Versus Performance Table
| | SCT Total Comp | Minus SCT Equity Awards | Plus Value of New Unvested Awards | Plus Change in Fair Value of Outstanding Unvested Awards from Prior Years | Plus Change in Fair Value of Awards from Prior Years that Vested During Covered Year | Plus Dividends on Unvested Awards | Equals CAP | | 2025 | $1,365,994 | $1,365,994 | $1,072,899 | $(260,310) | $20,950 | $299,163 | $1,132,702 | | 2024 | $1,577,585 | $1,577,585 | $1,493,050 | $(99,210) | $( 20,559 ) | $276,610 | $1,649,891 | | 2023 | $1,039,506 | $1,039,506 | $986,216 | $33,021 | $36,268 | $180,526 | $1,236,031 | | 2022 | $1,164,379 | $1,164,379 | $1,042,176 | — | — | $86,476 | $1,128,652 |
Pay Versus Performance Table
Other NEOs (Average)
Pay Versus Performance Table
| | SCT Total Comp | Minus SCT Equity Awards | Plus Value of New Unvested Awards | Plus Change in Fair Value of Outstanding Unvested Awards from Prior Years | Plus Change in Fair Value of Awards from Prior Years that Vested During Covered Year | Plus Dividends on Unvested Awards | Equals CAP | | 2025 | $1,456,655 | $1,456,655 | $1,144,107 | $(213,430) | $9,839 | $282,723 | $1,223,239 | | 2024 | $1,287,483 | $1,287,483 | $1,218,493 | $(82,573) | $(17,112) | $227,486 | $1,346,294 | | 2023 | $865,201 | $865,201 | $820,847 | $27,483 | $30,188 | $150,254 | $1,028,773 | | 2022 | $846,820 | $846,820 | $757,945 | — | — | $62,892 | $820,837 |
Pay Versus Performance Table
| FRANKLIN BSP REALTY TRUST | 3 7 | 2026 PROXY STATEMENT |
Pay Versus Performance Table
| (4) Reflects the cumulative TSR of the Company and the FTSE NAREIT Mortgage REITs Index (the “FTSE Mortgage REIT Index”) from October 19, 2021 (the date our Common Stock began trading on the NYSE), to December 31, 2025, assuming a $100 investment at the closing price on October 19, 2021, and the reinvestment of all dividends. |
Pay Versus Performance Table
| (5) Amounts in thousands. |
Pay Versus Performance Table
| (6) Please refer to the Appendix hereto for a discussion of Distributable Earnings and a description of how it is calculated. |
Pay Versus Performance Table
Relationship of SEC CAP to Performance As discussed in the “Compensation Discussion and Analysis” section above, when issuing equity-based awards, the Compensation Committee considers numerous factors including Company financial and operational performance and peer compensation practices. Thus, the Company’s absolute and relative TSR, GAAP net income and Distributable Earnings are generally considered in determining annual grants. Restricted stock unit grants are subject to three-year time vesting. During the period the awards are unvested, the value of the awards will change based on changes in our stock price and grantees will benefit from dividend equivalents paid on such awards. The value of unvested awards are not directly impacted by changes in our GAAP net income or Distributable Earnings. The following graphs illustrate the relationship during 2022-2025 of the CAP to our CEO and the average CAP to our other NEOs (each as set forth in the table above), to (i) our cumulative TSR and the cumulative TSR of the constituent companies in the FTSE Mortgage REIT Index, (ii) our GAAP net income, and (iii) Distributable Earnings (in each case as set forth in the table above).
Pay Versus Performance Table
| FRANKLIN BSP REALTY TRUST | 3 8 | 2026 PROXY STATEMENT |
Pay Versus Performance Table
Financial Performance Measures The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed fiscal year are described in the table below. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the “Compensation Discussion and Analysis” section.
Pay Versus Performance Table
| Significant Financial Performance Measures | | Distributable Earnings | | Stockholder economic returns (defined as changes in GAAP book value per share plus dividends paid) | | Relative TSR | | Company TSR |
Pay Ratio Disclosure
Pay Ratio Disclosure As a result of our acquisition on July 1, 2025, through a wholly owned subsidiary, of NewPoint, a commercial real estate finance company focused on originating and servicing agency mortgage loans, the Company now has an employee population for the first time. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information for the year ended December 31, 2025:
Pay Ratio Disclosure
| • | The annual total compensation of the median-compensated employee of the Company, was $172,000; and the a nn ual total compensation of Mr. Byrne, our CEO in 2025, was $1,365,994. |
Pay Ratio Disclosure
| • | Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median employee was approximately 7.94 to 1. |
Pay Ratio Disclosure
We completed the following steps to identify the median employee and to determine the annual total compensation of our median employee and CEO:
Pay Ratio Disclosure
| • | As of December 31, 2025, our employee population consisted of 224 employees, all of whom were employees of NewPoint. |
Pay Ratio Disclosure
| • | To find the median of the annual total compensation of our employees, we used each employee’s annualized year end base salary, cash bonus earned for 2025, sign-on bonuses and the grant date fair value of equity compensation granted in 2025. In making this determination, we annualized base salaries for full-time permanent employees who were employed on December 31, 2025, but did not work for us for the entire year. |
Pay Ratio Disclosure
| • | We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. |
Pay Ratio Disclosure
| • | After identifying the median employee, we added together all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $172,000. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table in this Proxy Statement, which is also in accordance with the requirements of Item 402(c)(2)(x). |
Pay Ratio Disclosure
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described above. The SEC allows companies to adopt various methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio we reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Ratio Disclosure
| FRANKLIN BSP REALTY TRUST | 3 9 | 2026 PROXY STATEMENT |
Pay Ratio Disclosure
| STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS |
Pay Ratio Disclosure
The following table sets forth information regarding the beneficial ownership of our Common Stock including shares which may be acquired by such persons within 60 days, by:
Pay Ratio Disclosure
| • | each of our named executive officers and directors; and |
Pay Ratio Disclosure
| • | all of our executive officers and directors as a group. |
Pay Ratio Disclosure
The percentage ownership of Common Stock set forth below is based on 76,963,009 shares of Common Stock outstanding as of April 3, 2026. Restricted stock units held by our executive officers are not included for purposes of this calculation as they do not carry voting rights and the shares underlying such restricted stock units are not acquirable by our executive officers within 60 days of April 3, 2026.
Pay Ratio Disclosure
| Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned | Percent of Class | | Pat Augustine | 36,227(2) | * | | Jerome S. Baglien | 123,670 | * | | Richard J. Byrne | 298,884 | * | | Michael Comparato | 312,154 | * | | Joe Dumars | 26,607(2) | * | | Jamie Handwerker | 47,444(2) | * | | Peter J. McDonough | 47,426(2) | * | | Buford H. Ortale | 64,851(2)(3) | * | | Elizabeth K. Tuppeny | 49,907(2) | * | | All directors and executive officers as a group (10 persons) | 1,007,170(4) | 1.3% |
Pay Ratio Disclosure
| * Less than 1% |
Pay Ratio Disclosure
| (1) The business address of each individual or entity listed in the table is 1 Madison Avenue, Suite 1600, New York, New York 10010. |
Pay Ratio Disclosure
| (2) Includes 10,036 unvested restricted shares scheduled to vest on May 28, 2026. |
Pay Ratio Disclosure
| (3) Includes 3,000 shares held by Sewanee Vero LLC, a family trust of which Mr. Ortale’s spouse is trustee, and 10,000 shares held by the Ortale Family Foundation, a charitable foundation over which Mr. Ortale is trustee. |
Pay Ratio Disclosure
| (4) Includes 60,216 unvested restricted shares scheduled to vest on May 28, 2026. |
Pay Ratio Disclosure
| FRANKLIN BSP REALTY TRUST | 40 | 2026 PROXY STATEMENT |
Pay Ratio Disclosure
The following table sets forth information regarding the beneficial ownership of Common Stock and Series H Preferred Stock (collectively, the “Voting Preferred Stock”), which votes as a single class with Common Stock on an as-converted basis, in each case including shares which may be acquired by such persons within 60 days, by each person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock or Voting Preferred Stock.
Pay Ratio Disclosure
| Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Class | Number of Shares of Series H Preferred Stock Beneficially Owned | Percent of Class | | BlackRock, Inc.(1) | 13,092,272 | 17.0% | | | | Security Benefit Life Insurance Company(2) | - | - | 17,950 | 100% |
Pay Ratio Disclosure
| * In a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group (“Vanguard”) reported that it had sole voting power with respect to 0 shares, shared voting power with respect to 57,944 shares, sole dispositive power with respect to 8,795,388 shares and shared dispositive power with respect to 129,915 shares, which would constitute approximately 11.6% of all shares of common stock of the Company outstanding as of April 3, 2026. However, in a Schedule 13G/A filed with the SEC on March 26, 2026, Vanguard reported that it beneficially owns 0 shares as of March 13, 2026, following an internal reorganization pursuant to which Vanguard’s beneficial ownership has been disaggregated. In its Schedule 13G/A, Vanguard noted that (i) certain subsidiaries or business divisions of subsidiaries of Vanguard that formerly had, or were deemed to have, beneficial ownership with Vanguard will report beneficial ownership separately (on a disaggregated basis) from Vanguard and (ii) that Vanguard no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions. Accordingly, Vanguard is not included among the 5% beneficial owners presented in the table. |
Pay Ratio Disclosure
| (1) This information is based on a Schedule 13G filed with the SEC on July 17, 2025, by BlackRock, Inc. (“Blackrock”). Blackrock reported that it has sole voting power with respect to 12,881,317 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 13,092,272 shares and shared dispositive power with respect to 0 shares. The address of BlackRock, Inc. is 50 Hudson Yards New York, NY 10001. |
Pay Ratio Disclosure
| (2) The business address of Security Benefit Life Insurance Company is One SW Security Benefit Place, Topeka, KS 66636. |
Pay Ratio Disclosure
| FRANKLIN BSP REALTY TRUST | 41 | 2026 PROXY STATEMENT |
Pay Ratio Disclosure
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |