DEF 14A of Blackstone Mortgage Trust, Inc.
Filed Apr 29, 2026 · FY20250001193125-26-191913
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors There are currently nine members of the board of directors. On April 22, 2026, 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 29, 2026 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 | 46 | Chief Executive Officer and Chair of the Board of Directors | | F. Austin Peña | 40 | President and Director | | Leonard W. Cotton | 76 | Director | | Jean Hsu | 58 | Director | | Nnenna Lynch | 54 | Director | | Michael B. Nash | 65 | Director | | Henry N. Nassau | 71 | Director | | Gilda Perez-Alvarado | 45 | Director | | Lynne B. Sagalyn | 78 | 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 Chief Executive Officer, Chair of the Board of Directors and Global Head of BREDS | | | Age: 46 Director Since: 2023 Committees: ∎ None | Biographical Information: Timothy S. Johnson has been a director since 2023, chair of our board of directors since 2024 and our chief executive officer since 2025. He 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 Blackstone Real Estate’s 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 B.A. 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 investments, asset management, corporate strategy and developments in our industry. |
Nominees for Election as Directors
| F. Austin Peña Director | | | Age: 40 Director Since: 2025 Committees: ∎ None. | Biographical Information: Austin Peña has been a director and has served as our president since 2025. He had previously served as our executive vice president, investments since January 2022. Mr. Peña is a managing director in BREDS, where he leads the Portfolio Strategy team. Mr. Peña is involved in sourcing, underwriting and structuring commercial real estate debt investments across all asset types. Prior to joining Blackstone in 2013, Mr. Peña worked at Barclays in the Real Estate Investment Banking Group, where he was involved in advising REITs and other real estate companies on mergers and acquisitions, restructurings and capital markets transactions. Prior to joining Barclays, Mr. Peña worked in a similar capacity at Lehman Brothers. Qualifications: Mr. Peña graduated magna cum laude with a B.S. in Economics from the University of Pennsylvania. We believe Mr. Peña’s experience and background as President of the Company and a managing director of BREDS and his strong record of success in investing in real estate-related assets provide our board of directors with valuable strategic insight and positions him to contribute to the board of directors’ oversight of the Company’s business. |
Nominees for Election as Directors
| Leonard W. Cotton Independent Director | | | Age: 76 Director Since: 2014 Committees: ∎ Audit ∎ Investment Risk Management (Chair) | Biographical Information: Leonard W. Cotton has been a director since 2014 and our lead independent director since 2024. 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 served on the board of trustees of Bowdoin College for 15 years and currently serves on the board of trustees of 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. We believe Mr. Cotton has significant experience in various aspects of commercial real estate, including lending, equity investment and development, which allows him to bring unique insight into our investment and risk management activities to our board of directors and the investment risk management committee, of which he is the chair. |
Nominees for Election as Directors
| Jean Hsu Independent Director | | | Age: 58 Director Since: 2025 Committees: ∎ Compensation ∎ Investment Risk Management | Biographical Information: Jean Hsu has been a director since 2025 and has over 25 years of global investment experience across fixed income, real estate, private credit and structured products, as well as deep public and private market expertise. Most recently, she served as Head of Private Debt and a member of the Investment Office leadership team at California Public Employees’ Retirement System (“CalPERS”), the nation’s largest defined-benefit public pension fund, until her retirement in July 2024. During her over 20 years at CalPERS, Ms. Hsu previously held several other senior roles, including Managing Investment Director and Head of Opportunistic Strategies, where she launched the commercial real estate lending portfolio. Earlier, as a Portfolio Manager for CalPERS’ Global Fixed Income strategy, she led CalPERS’ effort in participating in the Term Asset-Backed Securities Loan Facility during the great financial crisis and subsequently built the collateralized loan obligation program. Ms. Hsu has served as a member of the Board of Directors of Antares Private Credit Fund, a non-listed BDC, since June 2025. Qualifications: Ms. Hsu received a Bachelor of Laws from National Taiwan University and practiced law with a focus on banking, securities and corporate finance. She also holds a Master of Business Administration from the Wharton School at the University of Pennsylvania and is a Fulbright Scholar. We believe Ms. Hsu’s over 25 years of global investment experience across fixed income, real estate, private credit and structured products, as well as her expertise in capital allocation and portfolio management, provides our board of directors with valuable perspectives into the Company’s investment, portfolio management and capital markets. |
Nominees for Election as Directors
| Nnenna Lynch Independent Director | | | Age: 54 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”), which she founded in July 2018. Xylem is a mission-driven real estate firm. Prior to founding Xylem, Ms. Lynch served as managing principal and head of development for The Georgetown Company, a real estate investment and development company, which she joined in March 2014. From 2008 to February 2014, she was a senior advisor on economic development for the Bloomberg mayoral administration in New York City. Prior to that role she was a partner at Urban Green Builders LLC and an analyst in fixed income derivatives at Goldman Sachs. Ms. Lynch has served as a member of the board of directors of AvalonBay Communities, Inc. (NYSE: AVB) since May 2021, where she is chair of the investment and finance committee. She also serves on the board of Northcrest Developments, a subsidiary of PSP Investments, as well as Stake, a private financial technology company. In addition, Ms. Lynch serves in leadership positions at non-profit organizations, including as chair of the board of directors of the New York Road Runners, a non-profit organization that organizes the New York City Marathon and other races, and as co-president of the Association of American Rhodes Scholars. Qualifications: Ms. Lynch graduated summa cum laude from Villanova University, where she won five NCAA track titles and was elected Phi Beta Kappa. She also received a Master’s degree from University of Oxford, where she attended as a Rhodes Scholar. We believe Ms. Lynch’s extensive professional experience in real estate development, public policy and finance provides our board of directors with valuable perspectives into the Company’s business and investment strategy. |
Nominees for Election as Directors
| Michael B. Nash Director | | | Age: 65 Director Since: 2012 Committees: ∎ None | Biographical Information: Michael B. Nash has been a director since 2012 and served as the executive chair of our board of directors from 2012 until 2024. Until his retirement from Blackstone in December 2023, Mr. Nash was a senior managing director of BREDS at Blackstone. He is a co-founder and was 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 Blackstone Real Estate’s Investment Committee and our Manager’s Investment Committee. 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. Mr. Nash also currently serves as a senior partner at Hunter Point Capital, an independent investment firm providing capital solutions and strategic support to alternative asset managers, as a member of the boards of Gilbane, Inc., a construction and development company, and Longmark, a residential real estate investment firm, and as a senior advisor to real estate investment firms Town Lane and Madison Capital. 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 the Company’s investments, asset management and corporate strategy, as well as developments in our industry. |
Nominees for Election as Directors
| Henry N. Nassau Independent Director | | | Age: 71 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 and Graham Partners. Qualifications: Mr. Nassau graduated cum laude from the University of Pennsylvania, where he was a Benjamin Franklin Scholar, and received his J.D. magna cum laude from Penn State University, where he was Managing Editor of the Dickinson Law Review. We believe Mr. Nassau’s significant professional experience as an officer of a public company and as an attorney and partner at a major law firm allows him to make unique contributions in the area of corporate governance. |
Nominees for Election as Directors
| Gilda Perez-Alvarado Independent Director | | | Age: 45 Director Since: 2023 Committees: ∎ Compensation ∎ Investment Risk Management | Biographical Information: Gilda Perez-Alvarado has been a director since 2023. Since October 2023, Ms. Perez-Alvarado has been the group chief strategy officer of Accor S.A. (“Accor”) where she is a member of the group’s Management Board, based in Paris, in charge of overseeing global strategy, relations with hotel owners, and strategic partnerships. In January 2024, Ms. Perez-Alvarado also assumed the role of CEO, Orient Express, Accor’s ultra-luxury hospitality brand. Before joining Accor, Ms. Perez-Alvarado was the global chief executive officer of JLL Hotels & Hospitality (a division of JLL), where she was responsible for investment sales, debt and equity placement, strategic advisory and asset management across three global regions: Americas, EMEA and Asia Pacific. Additionally, Mr. Perez-Alvarado led the group’s Global Hotel Desk, a specialized team of cross-border investment sales professionals based in the Middle East, Asia Pacific, the Americas and Europe. 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 served on the board of directors of Sonder (Nasdaq: SOND) from September 2021 until August 2023. Ms. Perez-Alvarado is also a member of the Board of Trustees of Cornell University since June 2022, and is an active member of AHLA (American Hotel and Lodging Association), a member of Cornell School of Hotel Administration Dean’s Advisory Board, 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 M.B.A. from Instituto de Empresa (IE Business School) in Madrid, Spain. We believe Ms. Perez-Alvarado’s extensive global capital markets and investment experience, including in the hotel and hospitality industry, provides our board of directors with valuable perspectives into the Company’s business and investments. |
Nominees for Election as Directors
| Lynne B. Sagalyn Independent Director | | | Age: 78 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 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 2017 to 2022. She has also served on the New York City Board of Education Chancellor’s Commission on the Capital Plan. Qualifications: Dr. Sagalyn received her Ph.D. from the Massachusetts Institute of Technology, a Master of City and Regional Planning from Rutgers University, and a B.S. with distinction from Cornell University. We believe Dr. Sagalyn’s tenure in prominent positions in graduate real estate programs of leading universities allow her to bring significant expertise in real estate and finance to our board of directors and the audit committee, of which she is the chair. |
Nominees for Election as Directors
The attributes, skills, experience and qualifications of the nominees are described further in the following tables:
Nominees for Election as Directors
| Board Attributes, Skills, Experience and Qualifications | | | | | | | | | | | | | | Real Estate | Operations | Risk Management | Strategic | Investment | Financial/ Banking | Corporate Governance/ Regulatory | Diversity and Inclusion | Active Executive/ Robust Business Experience | Gender | Demographic Background | | Timothy S. Johnson | ● | ● | ● | ● | ● | ● | | ● | ● | M | White | | Leonard W. Cotton | ● | ● | ● | ● | ● | ● | | | ● | M | White | | Jean Hsu | ● | | ● | ● | ● | ● | | ● | ● | F | Asian | | Nnenna Lynch | ● | ● | ● | ● | ● | ● | ● | | ● | F | African American/ Black | | Michael B. Nash | ● | ● | ● | ● | ● | ● | | ● | ● | M | White | | Henry N. Nassau | ● | ● | ● | ● | ● | ● | ● | ● | ● | M | White | | F. Austin Peña | ● | ● | ● | ● | ● | ● | | ● | ● | M | Hispanic/ Latino | | Gilda Perez-Alvarado | ● | ● | ● | ● | ● | ● | ● | ● | ● | F | Hispanic/ Latino | | Lynne B. Sagalyn | ● | | | ● | ● | ● | ● | ● | | F | White | | | 9 of 9 | 7 of 9 | 8 of 9 | 9 of 9 | 9 of 9 | 9 of 9 | 4 of 9 | 7 of 9 | 8 of 9 | | |
Overview of Compensation Program and Philosophy
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 our compensation committee has granted and may continue to grant our Manager and our Named Executive Officers equity awards in the form of restricted shares of our class A common stock. The management and incentive fees compensate our Manager for the services that it provides to the Company and the equity awards serve to further align the interests of our Manager and our Named Executive Officers with those of the Company and its stockholders, which mitigates the possibility of excessive risk taking. As of December 31, 2025, our consolidated balance sheet included $16.4 million of accrued management fees payable to our Manager. During the year ended December 31, 2025, we paid $69.7 million of management fees to our Manager. In addition, during the year ended December 31, 2025, we incurred expenses of $1.8 million that were paid by our Manager and have been 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 Consultant
Role of Compensation Consultant In 2025, 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 2025. The compensation committee has reviewed FPL’s independence and determined that FPL is independent under NYSE rules and that FPL’s work for the compensation committee did not raise any conflict of interest pursuant to NYSE rules.
Equity-Based Compensation
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 FPL in determining the appropriate amount of any equity awards granted to our Named Executive Officers. These recommendations take into account the financial performance of the Company during the prior fiscal year, current market conditions, the performance of each of our Named Executive Officers and the desire to continue to further align the interests of each of our Named Executive Officers with the interests of our stockholders. In 2025, the compensation committee considered a number of individual performance factors that are described below in determining the amount 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 their respective objectives. The key factors that the compensation committee considered in making its determinations with respect to our Named Executive Officers were their respective performances in such capacities, including, with respect to our chief executive officer and president, oversight and leadership of the Company’s financial performance, investment activity and strategic direction, and, with respect to our chief financial officer, and oversight and leadership of the Company’s 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 individual performance of our Named Executive Officers, in December 2025, the compensation committee granted awards of restricted shares of class A common stock to our Named Executive Officers as described below under “—Grants of Plan Based Awards in 2025.” During 2018, the compensation committee adopted a retirement vesting policy with respect to equity awards. Specifically, as the Stock Plan provides for the forfeiture of the unvested portion of an award upon a participant’s (as defined in the Stock Plan) 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) 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 termination of employment qualifies as a retirement under the policy to the chair of our board of directors or, if the chair of the board of directors is also the chief executive officer, to the president. 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 (as defined in the Stock Plan) 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 Stock Plan), including the Manager, 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.
Policies and Practices Related to the Timing of Equity Awards
Policies and Practices Related to the Timing of Equity Awards Our executive compensation program has not historically included awards of stock options. Accordingly, we have no policy, program, practice, or plan pertaining to the timing of stock option grants with respect to the release of material non-public information. We also have not timed the release of material non-public information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table For the year ended December 31, 2025, 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(1) | Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(1) | Total ($) | | Timothy Johnson Chief Executive Officer(2) | 2025 | — | — | 1,130,503 | — | — | 1,130,503 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Katharine A. Keenan Former Chief Executive Officer and President(2) | 2025 | — | — | 1,171,743 | — | — | 1,171,743 | | | 2024 | — | — | 990,854 | — | — | 990,854 | | | 2023 | — | — | 1,167,400 | — | — | 1,167,400 | | Anthony F. Marone, Jr. Former Chief Financial Officer, Treasurer and Assistant Secretary(2) | 2025 | — | — | 298,062 | — | — | 298,062 | | | 2024 | — | — | 229,320 | — | — | 229,320 | | | 2023 | — | — | 269,400 | — | — | 269,400 | | F. Austin Peña President(2) | 2025 | — | — | 1,293,171(4) | — | — | 1,293,171 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — |
Summary Compensation Table
| (1) The Named Executive Officers are employees of affiliates of our Manager and are not paid cash compensation by us. |
Summary Compensation Table
| (2) Effective November 10, 2025, Ms. Keenan resigned as chief executive officer, president and a director, Mr. Johnson was elected as chief executive officer and Mr. Peña was elected as president and a director. Effective February 11, 2026, Mr. Marone resigned as chief financial officer, treasurer and assistant secretary and was replaced in such capacities by Marcin Urbaszek, then our deputy chief financial officer. |
Summary Compensation Table
| (3) 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. |
Summary Compensation Table
| (4) Includes awards with respect to service during fiscal years 2024 and 2025. See “-Grants of Plan Based Awards in 2025” for further details. |
Grants of Plan Based Awards in 2025
Grants of Plan Based Awards in 2025 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, 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) | | Timothy S. Johnson | 12/15/2025 | 54,799 | 1,130,503 | | F. Austin Peña | 12/15/2025 | 36,843 | 760,071 | | | 1/1/2025 | 30,000 | 533,100 | | Katharine A. Keenan | 12/15/2025 | 56,798 | 1,171,743 | | Anthony F. Marone, Jr. | 12/15/2025 | 14,448 | 298,062 |
Grants of Plan Based Awards in 2025
| (1) Consists of restricted stock awards granted in 2025 under our Stock Plan. |
Grants of Plan Based Awards in 2025
| (2) Represents the grant date fair value of restricted stock awards granted in 2025 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, 2025
Outstanding Equity Awards at December 31, 2025 The following table provides information regarding outstanding equity awards of the Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | | 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) | | Timothy S. Johnson | 12/15/2025 | 54,799 | 1,048,305 | | | 12/15/2024 | 33,233 | 635,747 | | | 12/15/2023 | 16,667 | 318,840 | | F. Austin Peña | 12/15/2025 | 36,843 | 704,807 | | | 1/1/2025 | 20,000 | 382,600 | | | 1/1/2024 | 7,603 | 145,445 | | Katharine A. Keenan | 12/15/2025 | 56,798 | 1,086,546 | | | 12/15/2024 | 34,567 | 661,267 | | | 12/15/2023 | 17,333 | 331,580 | | Anthony F. Marone, Jr. | 12/15/2025 | 14,448 | 276,390 | | | 12/15/2024 | 8,000 | 153,040 | | | 12/15/2023 | 4,000 | 76,520 |
Outstanding Equity Awards at December 31, 2025
| (1) Each grant vests (i) with respect to one-sixth of the award, six months after the grant 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, 2025
| (2) The amount reported in this column is based on a closing price of $19.13 per share of class A of common stock on December 31, 2025. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table provides information regarding the vesting of restricted stock held by our Named Executive Officers during the year ended December 31, 2025.
Option Exercises and Stock Vested in 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Timothy S. Johnson | 49,950 | 974,650 | | F. Austin Peña | 23,156 | 449,977 | | Katharine A. Keenan | 51,949 | 1,022,842 | | Anthony F. Marone, Jr. | 12,000 | 236,270 |
Option Exercises and Stock Vested in 2025
| (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 SEC rules 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 describes our compensation program, objectives and policies for our chief executive officer and other Named Executive Officers for the 2025 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., 2025) 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., 2024) 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 Timothy S. Johnson (1) ($) | Compensation Actually Paid to Timothy S. Johnson (2) ($) | 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 ($) | Peer Group Total Shareholder Return (7) ($) | | | | 2025 | 1,130,503 | 1,423,613 | 1,171,743 | 1,454,867 | — | — | 795,617 | 874,551 | 115 | 114 | 109.6 | (245.3) | | 2024 | — | — | 990,854 | 762,181 | — | — | 229,320 | 176,681 | 78 | 80 | (204.1) | (5.5) | | 2023 | — | — | 1,167,400 | 1,293,085 | — | — | 269,400 | 299,595 | 85 | 80 | 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 | 94 | 419.2 | 396.7 |
Pay Versus Performance Disclosure
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for the applicable person serving as chief executive officer of the Company for the applicable corresponding year as reported in the “Total” column of the “Summary Compensation Table” for such corresponding year’s proxy statement (Mr. Johnson for 2025, Ms. Keenan for 2025, 2024, 2023, 2022 and 2021, and Stephen D. Plavin for 2021). Ms. Keenan resigned as chief executive officer of the Company effective November 10, 2025. 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, 2023, 2024 or 2025 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 chief executive officer of the Company and relating to his previously granted equity awards is included in the calculation of “compensation actually paid” to Mr. Plavin. For 2025, only that portion of Ms. Keenan’s compensation that was earned or paid to her in connection with her role as chief executive officer of the Company and relating to her previously granted equity awards is included in the calculation of “compensation actually paid” to Ms. Keenan. |
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 and Mr. Johnson 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
| | 2025 | | | | Timothy S. Johnson ($) | Katharine A. Keenan ($) | | Reported Summary Compensation Total | 1,130,503 | 1,171,743 | | Value of Stock Awards Reported in the Summary Compensation Table Deduction | (1,130,503) | (1,171,743) | | Stock Awards Adjustment (a) | 1,423,613 | 1,454,867 | | Compensation Actually Paid | 1,423,613 | 1,454,867 |
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 | | 2025 | Timothy S. Johnson | 1,048,305 | 100,162 | — | 105,021 | — | 170,125 | 1,423,613 | | | Katharine A. Keenan | 1,086,546 | 89,268 | — | 118,410 | — | 160,644 | 1,454,867 |
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
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 2024: Mr. Marone 2025: Messrs. Marone and Peña
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
| | 2025 ($) | | Reported Summary Compensation Total | 795,617 | | Value of Stock Awards Reported in the Summary Compensation Table Deduction | (795,617) | | Stock Awards Adjustment (a) | 874,551 | | Compensation Actually Paid | 874,551 |
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 | | 2025 | 777,548 | 8,259 | — | 37,091 | — | 51,653 | 874,551 |
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, 2020 (the last trading day of 2020) 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 FTSE NAREIT Mortgage REITs Index, which is the industry peer group we use for purposes of Item 201(e) of Regulation S-K. Assuming the $100 investment on December 31, |
Pay Versus Performance Disclosure
| 2020, the cumulative total shareholder return for the period from December 31, 2019 to December 31, 2025 for the Company and the FTSE NAREIT Mortgage REITs Index was $115.48 and $113.65, respectively. |
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 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. |
Director Compensation
Director Compensation During 2025 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 2025 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, with respect to deferred stock units, 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 lead independent director receives $30,000 per annum, 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 committee 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 risk management committee receive an additional annual cash retainer of $7,500. All retainers are payable in four quarterly cash installments. All directors are also reimbursed for travel expenses incurred in attending board and committee meetings. Ms. Keenan and Messrs. Johnson and Peña did not receive compensation for their services as directors during 2025. The following table sets forth the compensation paid by us to our non-employee directors for the fiscal year ended December 31, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(8) | Total ($) | | Leonard W. Cotton(1) | 142,500 | 115,000 | 257,500 | | Thomas E. Dobrowski(2) | 4,623 | — | 4,623 | | Jean Hsu(3) | 18,479 | 26,046 | 44,525 | | Timothy S. Johnson | — | — | — | | Katharine A. Keenan | — | — | — | | Nnenna Lynch(4) | 112,500 | 115,000 | 227,500 | | Michael B. Nash(5) | 95,000 | 115,000 | 210,000 | | Henry N. Nassau(6) | 120,000 | 115,000 | 235,000 | | F. Austin Peña | — | — | — | | Gilda Perez-Alvarado(7) | 102,500 | 115,000 | 217,500 | | Lynne B. Sagalyn(8) | 115,000 | 115,000 | 230,000 |
Director Compensation
| (1) Mr. Cotton’s $30,000 lead independent director fee, $10,000 audit committee fee and $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. |
Director Compensation
| (2) Mr. Dobrowski resigned from the board of directors effective January 15, 2025. His director compensation was prorated to cover his term of service from January 1, 2025 through January 15, 2025. He was paid 100% ($4,623) in cash, including amounts related to his membership of the audit committee and investment risk management committee. |
Director Compensation
| (3) Ms. Hsu joined our board of directors on October 22, 2025. Her director compensation was prorated to cover her term of service from October 22, 2025 through December 31, 2025. She was paid 42% ($18,479) in cash and 58% ($26,046) in restricted stock under our Stock Plan. |
Director Compensation
| (4) 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. |
Director Compensation
| (5) Mr. Nash’s director compensation was paid 45% ($95,000) in cash and 55% ($115,000) in restricted stock under our Stock Plan. |
Director Compensation
| (6) 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. |
Director Compensation
| (7) Ms. Perez-Alvarado’s $7,500 investment risk management committee 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. |
Director Compensation
| (8) 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. |
Director Compensation
| (9) 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 56,798 shares of restricted stock granted to Ms. Keenan, 54,799 shares of restricted stock granted to Mr. Johnson, and 66,843 shares of restricted stock granted to Mr. Peña 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, Nash and Nassau, Mses. Lynch and Perez-Alvarado and Dr. Sagalyn reflect 5,828 unvested deferred stock units or restricted stock outstanding, as applicable, as of December 31, 2025 that vest in full on the date of the annual meeting. |
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.