DEF 14A of Safehold Inc.
Filed Apr 5, 2024 · FY20230001558370-24-004743
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors In accordance with our bylaws, our Board reduced its size from seven directors to six directors effective as of February 7, 2024. The Board has nominated six directors for election at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) to serve until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified. All of the nominees currently serve on our Board. The nominees for director are Jay Sugarman, Stefan Selig, Jesse Hom, Robin Josephs, Jay Nydick, and Barry W. Ridings. On March 31, 2023, we completed the transactions contemplated by the Agreement and Plan of Merger, dated as of August 10, 2022 (“Merger Agreement”), between Safehold Inc., formerly known as iStar Inc. (“iStar”), a Maryland corporation (the “Company”) and Safehold Inc., a Maryland corporation (“Old SAFE”), which was externally managed by an affiliate of iStar. Pursuant to the terms of the Merger Agreement, Old SAFE merged with and into iStar (the “Merger”), at which time Old SAFE ceased to exist, iStar continued as the surviving corporation, and iStar changed its name to “Safehold Inc.”
Candidates for Election as Director
Candidates for Election as Director Jay Sugarman, age 61, is our Chairman and Chief Executive Officer. He has served as a member of our Board since 1996, as our Chief Executive Officer since 1997, and as Chairman and Chief Executive Officer of Old SAFE from 2017 until consummation of the Merger. Prior to forming the Company, he managed private investment funds on behalf of the Burden family (a branch of the Vanderbilt family) and the Ziff family. Mr. Sugarman received an undergraduate degree summa cum laude from Princeton University, where he was nominated for valedictorian and received the Paul Volcker Award in Economics, and a M.B.A. with high distinction from Harvard Business School, graduating as a Baker Scholar and recipient of the Loeb Award in Finance and the Copeland Award and Gillette Prize in Marketing. Mr. Sugarman was nominated to serve on our Board based on his substantial business and executive leadership experience in building two public companies from inception as founder and Chief Executive Officer of both our Company and Old SAFE, as well as his financial, operational and real estate expertise. Stefan Selig, age 61, is the founder and managing partner of BridgePark Advisors LLC, a strategic and financial advisory firm established in 2017. Since consummation of the Merger, Mr. Selig has served as our lead independent director. He served as lead independent director of Old SAFE from 2017 until consummation of the Merger. Mr. Selig served as Under Secretary of Commerce for International Trade at the U.S. Department of Commerce from June 2014 to June 2016, and during this period headed the International Trade Administration, a global bureau of more than 2,200 trade and investment professionals. During this period, he also served as the Executive Director of the Travel and Tourism Advisory Board, sat on the board of directors of the Overseas Private Investment Corporation, was a Commissioner for the Congressional Executive Commission on China and was the Executive Director of the President’s Advisory Council on Doing Business in Africa. Prior to that, he held various senior level leadership positions at Bank of America Merrill Lynch beginning in 1999, including being the Executive Vice Chairman of Global Corporate & Investment Banking from 2009 to 2014, and prior to that, he was Vice Chairman of Global Investment Banking and Global Head of Mergers & Acquisitions. Prior to joining Bank of America Merrill Lynch, he held various senior investment banking positions at UBS Securities and Wasserstein Parella & Co. and began his investment banking career at The First Boston Corporation. Mr. Selig currently serves as a director and a member of the Audit Committee and Compensation Committees of Simon Property Group (NYSE: SPG), as a director of 5E Advanced Materials, Inc. (NASDAQ: FEAM), and as a director of other private companies. Mr. Selig was also a director and member of the Audit Committee of Venator Materials PLC (NYSE: VNTR) in 2023, a director and a member of the Audit Committee of Rotor Acquisition Corp. in 2021, a director and member of the Audit, Compensation and Nominating and Corporate Governance Committees of Tuscan Holdings Corp from 2019 to 2021, and a director of Entercom Communications Corp. from 2017 to 2021. Mr. Selig was nominated to serve on our Board based on his extensive investment banking, government and economic policy experience. Jesse Hom, age 40, is a Managing Director and Global Head of Real Estate Credit and Capital Markets at GIC Private Limited, Singapore’s sovereign wealth fund and one of our significant stockholders, where he has focused on both equity and credit investments since 2008. He served on Old SAFE’s Board from 2021 until consummation of the Merger. Additionally, Mr. Hom sits as a director on several private real estate company boards. He is a graduate of Cornell University with a bachelor’s degree and real estate finance concentration from the School of Hotel Administration. Mr. Hom was nominated to serve on our Board based on his significant investment experience and insights into the governance of real estate companies. Robin Josephs, age 64, has served as one of our Directors since 1998. Ms. Josephs served as our lead independent director from 2009 until consummation of the Merger, with duties that included presiding at all executive sessions of the independent directors and serving as principal liaison between the Chairman and the independent Directors. From 2005 to 2007, Ms. Josephs was a Managing Director of Starwood Capital Group L.P., a private equity firm specializing in real estate investments. Prior to that, Ms. Josephs was a senior executive with Goldman Sachs & Co. from 1986 to 1996 in various capacities. She served as a director of Old SAFE from 2017 until consummation of the Merger. She currently serves as a director, Chair of the Compensation Committee and a member of the Audit Committee of MFA Financial, Inc. (NYSE: MFA), which is primarily engaged in investing in residential mortgage-backed securities, as a director and member of the Audit Committee of Starwood Real Estate Income Trust, Inc., a non-traded REIT. Ms. Josephs was also a director and a member of the Audit, Compensation and Nominating Committees of SVF
Candidates for Election as Director
| | Safehold Inc. 2024 Proxy Statement | 1 |
Candidates for Election as Director
Investment Corp. 2 from 2021 to 2023 and a director and a member of the Nominating and Corporate Governance Committee and Compensation Committee of QuinStreet, Inc. from 2013 to 2021. Ms. Josephs is a trustee of the University of Chicago Cancer Research Foundation. Ms. Josephs received a B.S. degree in Economics magna cum laude from the Wharton School (Phi Beta Kappa) and an M.B.A. degree from Columbia University. Ms. Josephs was nominated to serve on our Board due to her extensive experience as a director of public companies, her finance and accounting experience from her roles in investment banking and private equity, her capital markets experience and background in evaluating and managing real estate investments. Jay Nydick, age 59, has been Co-Founder and Principal of Prospect Ridge Advisors LLC, a leading real estate investment manager, since 2019. He previously served as the Co-Head and Co-Chief Investment Officer of the Real Estate Investment Group at AB Global from 2009 until 2019. He served as a director of Old SAFE from 2017 until consummation of the Merger. Mr. Nydick was the president of the Company from November 2004 until September 2009. Prior to joining the Company, Mr. Nydick spent 14 years as an investment banker at Goldman, Sachs & Co. Mr. Nydick has significant experience in capital markets and commercial real estate. Mr. Nydick holds a bachelor’s degree from Cornell University where he graduated as a Presidential Scholar and an M.B.A. degree from Columbia University. Mr. Nydick was nominated to serve on our Board based on his significant experience in capital markets and commercial real estate. Barry Ridings, age 72, has served as one of our Directors since 2011. Mr. Ridings retired as a Senior Advisor at Lazard Frères & Co. LLC on December 31, 2022, having previously served as Vice Chairman of U.S. Investment Banking and in other executive positions at the firm for more than 20 years. He has over 35 years of experience in debt and equity offerings, mergers and acquisitions and corporate restructurings. Mr. Ridings serves as a director of Siem Offshore Inc., which operates a fleet of vessels that service offshore oil and gas and renewal energy markets, and of Republic Airways Holdings, a regional airline in the United States operating as American Eagle, Delta Connection and United Express. Mr. Ridings is a member of the Advisory Council for the Cornell University Johnson Graduate School of Business and a director of the Catholic Charities of the Archdiocese of New York. Mr. Ridings has a B.A. in Religion from Colgate University and an M.B.A. in Finance from Cornell University. Mr. Ridings was nominated to serve on our Board due to his extensive experience in investment banking, restructuring, merger and acquisitions and capital markets. Each of the nominees has consented to serve as a director if elected. If, at the time of the 2024 Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more than six persons. We believe that our directors should satisfy several qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities and other attributes discussed below in “Director Nominations and Qualifications.” We also endeavor to have a Board that represents a range of qualities, skills, diverse perspectives and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s business activities. The Board considered the key experiences, qualifications, skills and attributes of the director nominees, described herein, in determining to recommend that they be nominated for election. As described under “Direct Independence” below, all of the nominees, other than Mr. Sugarman, are independent under the standards prescribed by the New York Stock Exchange (“NYSE”).
Cybersecurity
| ☐ | reviews and makes recommendations to the Board regarding director compensation |
Cybersecurity
| Director Compensation |
Cybersecurity
| | Fees Earned or | | All Other | | | | Paid in Cash | Stock Awards(1) | Compensation(2) | Total | | Name | ($) | ($) | ($) | ($) | | Robin Josephs | 152,750 | 125,964 | 14,900 | 293,615 | | Jay S. Nydick | 173,250 | 125,964 | — | 299,214 | | Barry Ridings | 181,250 | 125,964 | 876 | 308,090 | | Stefan M. Selig | 172,500 | 195,950 | — | 368,450 | | Clifford De Souza(3) | 56,250 | — | — | 56,250 | | Richard Lieb(3) | 47,500 | — | — | 47,500 | | David Eisenberg(3) | 31,250 | — | — | 31,250 | | Jesse Hom | — | — | — | — |
Compensation Philosophy and Guiding Principles
| 1. | Attract, motivate and retain executives who contribute to the achievement of our short-term and long-term goals. |
Compensation Philosophy and Guiding Principles
| 3. | Align executives’ interests with those of our stockholders by denominating a significant portion of total compensation to long-term interests that are both performance-based and equity-based. |
2023 Compensation Program
| 2. | Annual incentive award |
2023 Compensation Program
| 3. | Long-term equity-based incentives |
Performance-Based Pay
Performance-Based Pay The Compensation Committee allocates pay among base salary, short-term incentives, and long-term incentives to emphasize performance-based, variable compensation. This mix ensures the appropriate alignment of executive compensation with financial performance and shareholder value creation. Notably, prior to the Merger, a substantial majority of the compensation opportunity for our CEO was historically delivered through iPIP. Our CEO offered to forego any AIP award for 2023. As reported in the Summary Compensation Table on page 49, our CEO’s total direct compensation in 2023 was comprised 10.7% of base salary which is fixed and 89.3% of incentive-based compensation, consisting of LTIP awards and excluding any merger related grants or special one-time retention awards. As reported in the Summary Compensation Table on page 49, our other NEOs’ total direct compensation in 2023 was comprised 13.8% of base salary and 86.2% of incentive-based compensation, consisting of their AIP cash awards 9.0% and LTIP awards 77.2% and excluding any merger related grants or special one-time retention awards. Annual Incentive Plan (AIP) Our named executive officers, as well as our other employees, are eligible to earn an annual incentive award if we achieve performance goals approved by the Compensation Committee. In the beginning of 2023, the Committee discussed and approved performance and payout opportunity levels under the AIP after a multi-step process of reviewing our current strategy, business plans and budgets, headcount and roles, and other relevant factors. In 2023, the Committee approved the Strategic Framework Success Rate scorecard to determine AIP funding:
Performance-Based Pay
| | | Below | | | | | | Performance Metric | Weighting | Threshold | Threshold | Target | High | Outcome | | 1. Closing of the Merger | 25% | No close | Close by 10/31 | Close by 7/31 | Close by 4/30 | 3.0 | | 2. Ground Leases Originated at Safe | 25% | .25B% | $.5B | $.75B | $1.0B | — | | 3. Unsecured Credit Rating | 15% | Downgrade | No Action | 1 Positive Outlook | 1 Upgrade and 1 Positive Outlook | 3.0 | | 4. Core G&A(1) | 15% | 43M | $41M | $39M | $37M | 2.9 | | 5. CARET Sales | 15% | No Sale | $2.0B Valuation(2) | $2.25B Valuation(2) | $2.5B Valuation(2) | — | | 6. Employment Engagement Score | 5% | 70% | 72.5% | 77.5% | 82.5% | 1.7 | | Target 2023 AIP Funding/ Payouts(3) | 100% | 0M | $14.0M | $17.0M | $20.0M | $16.2M |
Performance-Based Pay
| (1) Annualized G&A excluding bonus, stock based compensation and Star Holdings management fee. |
Performance-Based Pay
| (3) The outcome score is determined on a 0 to 3 scale (below threshold (0), threshold (1), target (2) and high (3)) and a linear scale of performance targets and payout levels is utilized to determine performance and funding for results that fall between the specified amounts. |
Performance-Based Pay
| ☐ | Mr. Alvarado’s AIP award was approved based on his contributions towards achieving significant strategic and operational goals, in particular the strategic combination of the Company and Safehold and related transactions and the internal reorganization necessary to |
Performance-Based Pay
| ☐ | Mr. Asnas’ AIP award was approved based on his contributions towards achieving the strategic combination of the Company, progress in capital markets transactions, including raising equity, enhancing our relationships with ratings agencies, including credit rating upgrades, executing timely hedges creating cashflow and earnings benefits, providing efficiency and reduction of Company general and administrative costs, and strategic leadership of our investor relations, treasury, finance and ESG functions. |
Performance-Based Pay
| ☐ | Mr. Rosenblum notified the Company of his resignation on November 21, 2023 effective as of December 31, 2023 and was not entitled to any AIP award. |
Performance-Based Pay
iPIP Long-term incentive compensation for our NEOs has historically been delivered primarily through iPIP. As described below under “—Merger Related Compensation Actions,” the iPIP program was terminated in connection with the Merger of the Company and Old SAFE, unvested iPIP interests were vested and distributions were made to participants. The ultimate value of awards, if any, under the iPIP was directly tied to the performance of our assets and investments, as well as our relative TSR performance. The discussion below describes the iPIP program applicable through 2023. The most recent iPIP allocations were granted in February 2021. Because iPIP points were granted to our NEOs every two years, our NEOs who received grants of iPIP points in 2021 in the 2019-2020 iPIP pools did not receive any grants of iPIP points in 2022. No iPIP points were granted in 2023 either, since it was determined to terminate the iPIP program in connection with the Merger of the Company and Old SAFE. LTIP In addition to the iPIP program, which prior to the Merger, served as the primary vehicle for providing long-term incentive compensation to our NEOs, other senior executives, and investment professionals, we have also granted equity-based awards under the 2009 LTIP as deemed appropriate. Prior to the Merger, these awards typically were in the form of restricted stock units (“Units”) that entitled the holder to receive an equivalent number of shares of our common stock if and when the Units vest. The Units that were granted prior to 2023 vested in full on the closing of the Merger. Since the iPIP program has been terminated, going forward, we expect the 2009 LTIP will be a primary vehicle for providing long-term incentive compensation and annual stock bonus awards to our NEOs and other employees. New Restricted Stock Unit Awards Prior to the consummation of the Merger, effective in March 2023, Old SAFE awarded 173,064, 173,064, 60,105 and 8,654 restricted stock units in respect of shares of Old SAFE Common Stock to Mr. Sugarman, Mr. Alvarado, Mr. Asnas and Mr. Rosenblum, respectively, under Old SAFE’s 2017 Equity Incentive Plan, which automatically converted into restricted stock units in respect of shares of the Company’s Common Stock on a one-for-one basis in connection with the Merger (the “New Restricted Stock Unit Awards”). These awards were approved by the Company’s compensation committee and the compensation committee of Old SAFE, and vest in substantially equal installments over four years with 25% vesting on each anniversary of the grant date, subject to the recipient’s continued employment through the applicable vesting date. Mr. Alvarado and Mr. Rosenblum forfeited all of their New Restricted Stock Unit Awards upon their respective resignations.
Performance-Based Pay
| | LTIP Awards (Units) | Grant Date | | | Awarded in 2023 | Value | | Executive | (#) | ($)(1) | | Jay Sugarman | 173,064 | 5,000,000 | | Marcos Alvarado | 173,064 | 5,000,000 | | Brett Asnas | 60,105 | 1,736,500 | | Garett Rosenblum | 8,654 | 250,000 |
Merger Related Compensation Actions
Merger Related Compensation Actions In connection with the Merger and related transactions, the Compensation Committee approved the following compensation actions, which affected our NEOs and other employees: Accelerated Vesting and Special Dividends In March 2023, all previously granted restricted stock units covering shares of iStar common stock (collectively, the “iStar Units”), to the extent then unvested and outstanding, became fully vested. The accelerated iStar Units were settled in shares of iStar common stock, which, following the closing of the Merger, are shares of our common stock. Each such share was reverse-split into 0.16 shares of the Company’s common stock in connection with the Reverse Stock Split. In addition, in March 2023, the Company issued special dividends in the form of shares of Old SAFE in respect of the iStar Units that were accelerated in connection with the closing of the Merger. The table immediately below (column (a)) sets forth the number of shares of iStar common stock issued to each of our NEOs upon vesting of the iStar Units in connection with the closing of the Merger, shown post-Reverse Stock Split, and the number of Old SAFE shares issued to each of our NEOs as an accrued special dividend on such vested iStar Units. The value the special dividends issued to each of our NEOs are reported under the “All Other Compensation” column of the Summary Compensation Table below. iPIP Termination and Distributions In connection with the termination of the iStar Inc. Performance Incentive Plan ("iPIP”), unvested iPIP interests vested and distributions were made to participants in respect of their 2013/2014, 2017/2018 and 2019/2020 iPIP interests in March 2023. Mr. Sugarman received distributions in respect of his unvested 2013/2014 iPIP interests in the form of cash (50%) and shares of iStar common stock and Old SAFE common stock. He received distributions in respect of his 2017/2018 and 2019/2020 iPIP interests in the form of shares of Old SAFE common stock. Our other NEOs received distributions in respect of all of their unvested 2017/2018 and 2019/2020 iPIP interests entirely in the form of shares of Old SAFE common stock. The table immediately below (column (b)) sets forth the distributions received by our NEOs in the applicable form received. iStar shares and Old SAFE shares are shown on an as-converted basis. Merger Retention Awards The Compensation Committee approved a retention pool comprised of $7.5 million in cash and 275,000 shares of Old SAFE common stock owned by the Company. Prior to the closing of the Merger, each of our NEOs was issued shares of Old SAFE common stock and an additional amount in cash as part of a retention bonus award package (collectively, the “Merger Retention Awards”). The cash portion of the Merger Retention Awards was subject to clawback if the applicable NEO voluntarily resigned or was terminated for cause before the earlier of the closing of the Merger or September 30, 2023. The Old Safe shares were converted on a one-for-one basis into shares of the Company’s common stock on March 31, 2023. The table immediately below (column (c)) sets forth the cash and share portions of each NEO’s Merger Retention Award. Old SAFE shares are shown on an as-converted basis.
Merger Related Compensation Actions
New Restricted Stock Unit Awards See “Long-Term Incentive Compensation — LTIP — New Restricted Stock Unit Awards” above for details of the New Restricted Stock Unit Awards and column (d) of the table immediately below. In making the compensation decisions related to the Merger, the Compensation Committee considered that one of the purposes of combining the Company and Old SAFE was to create a pure-play, internally-managed ground lease company; therefore, it would be appropriate for the new combined company to terminate pre-merger incentive compensation arrangements such as iPIP and start with new incentive compensation arrangements that were appropriate for its business. In addition, the Compensation Committee focused on creating retention arrangements to retain personnel who were important to executing the Merger and related transactions successfully, managing the transitions of the Company, Old SAFE and Star Holdings to their post-transaction businesses and corporate structures and executing the post-transaction business strategies of the combined company and Star Holdings, the separate public company formed to acquire and operate the Company’s remaining legacy non-ground lease assets that was distributed to the Company’s stockholders in a spin-off transaction. The amounts shown in the table are adjusted to give effect to the Reverse Stock Split of our common stock that was effective March 31, 2023 as described herein
Merger Related Compensation Actions
| | (a) Accelerated iStar Units | | (b) iPIP Distributions | | | (c) Retention Bonus Payments | | (d) New Restricted Stock Units | | | iStar | Old SAFE | | iStar | Old SAFE | | Old SAFE | | | | shares(1) | shares(2)(3) | Cash | shares(1) | Shares(2) | Cash | Shares(2) | | | Name | (#) | (#) | ($) | (#) | (#) | ($) | (#) | (#) | | Jay Sugarman | — | — | 351,747 | 8,085 | 1,516,768 | — | 96,625 | 173,064 | | Marcos Alvarado | 13,089 | 6,263 | — | — | 681,913 | 1,290,000 | 58,500 | 173,064 | | Brett Asnas | 4,235 | 2,027 | — | — | 27,277 | 445,000 | 11,500 | 60,105 | | Garett Rosenblum | 1,699 | 814 | — | — | 32,618 | 167,700 | 4,000 | 8,654 |
Other Equity Compensation Arrangements
Other Equity Compensation Arrangements CARET Performance Incentive Plan During the third quarter of 2018, Old SAFE adopted, and in the second quarter of 2019, its stockholders approved, the Caret Performance Incentive Plan (the “Original Caret Performance Incentive Plan”). Grants under the Original Caret Performance Incentive Plan were subject to vesting based on time-based service conditions and hurdles relating to Old SAFE’s common stock price, all of which were satisfied as of December 31, 2023. In connection with the Merger, certain of Old SAFE’s former executive officers (including our NEOs), have entered into re-vesting agreements pursuant to which the executives have agreed to subject 25% of their previously vested Caret units to additional vesting conditions which will be satisfied on March 31, 2025, subject to the applicable executive’s continued employment through such date. In the event of a termination of the executive’s employment by the Company without “cause”, or due to the executive’s death, disability or retirement, the unvested Caret units shall continue to vest as and when the vesting conditions described above are satisfied. As part of a restructuring in connection with the Merger (the “Caret Restructuring”), Safehold Operating Partnership LP converted into a Delaware limited liability company and renamed itself “Safehold GL Holdings LLC” (“Portfolio Holdings”), with the Company as its managing member. The Company conducts all of its business and owns all of its properties through Portfolio Holdings. In addition, holders of Caret units in Old SAFE’s subsidiary, Caret Ventures LLC (“Caret Ventures’), contributed their interests in Caret Ventures to Portfolio Holdings in return for Caret units issued by Portfolio Holdings. In connection with the consummation of the Merger and the Caret Restructuring, Old SAFE, Caret Ventures and CARET Management Holdings LLC assigned each Award Agreement (as defined in the Original Caret Performance Incentive Plan) relating to outstanding
Other Equity Compensation Arrangements
| 40 | Safehold Inc. 2024 Proxy Statement | |
Other Equity Compensation Arrangements
Caret unit awards to Portfolio Holdings pursuant to the Omnibus Assignment, Assumption and Amendment Agreement, dated as of March 31, 2023 (the “Caret Assignment Agreement”). Following the effectiveness of the Caret Assignment Agreement, Old SAFE amended and restated the Original Caret Performance Incentive Plan (the “Amended Caret Performance Incentive Plan”). The new Caret units evidence a separate class of membership profit interests in Portfolio Holdings, designated as “Caret units”, under the Limited Liability Company Agreement of Portfolio Holdings. As of April 1, 2024,104,918 Caret units were reserved and available for issuance under the Amended Caret Performance Incentive Plan plus any Caret units which are subject to awards outstanding which become available for issuance under the Amended Caret Performance Incentive Plan if an award expires or is cancelled, forfeited or otherwise terminated or as a result of any forfeitures under any of the re-vesting arrangements described above. Prior to the Merger, the Old SAFE compensation committee, and following the Merger, the Board, approved awards of 76,801 new Caret units to executive officers and other employees, other than Messrs. Sugarman and Alvarado, including 15,000 Caret units to Mr. Asnas. The new Caret unit awards were granted immediately following the Merger and the effectiveness of the Amended Caret Performance Incentive Plan, and cliff vest on the fourth anniversary of their grant date if the Company’s common stock has traded at an average per share price of $60.00 or more for at least 30 consecutive trading days during that four-year period. Upon the resignation of Mr. Alvarado and Mr. Rosenblum, they forfeited 101,875 and 2,500 Caret units, respectively. As of April 1, 2024, Amended Caret Performance Incentive Plan participants held 1,395,082 Caret units, representing 14.5% of the then-outstanding Caret units and 11.6 % of the then-authorized Caret units, which includes 735,000 Caret units, representing 7.64% of the then-outstanding Caret units and 6.13% of the then-authorized Caret units, and 35,000 Caret units, representing 0.36 % of the then-outstanding Caret units and 0.29% of the then-authorized Caret units, held directly and indirectly by Messrs. Sugarman and Asnas respectively.
Risk and Compensation
| ☐ | Appropriate pay mix. We rely on an assortment of compensation elements — both fixed and variable, cash and equity-based, and short- and long-term — to ensure our executives focus on objectives that help us achieve our business plans and create alignment with long-term shareholder interests. |
Risk and Compensation
| ☐ | Focus on long-term performance-based compensation. A significant portion of the compensation we pay our senior executives consists of long-term incentive awards that vest over multiple years. |
Risk and Compensation
| ☐ | No guaranteed employment. We have no employment agreements with executive officers. All of our executives are employed on an “at will” basis and may be terminated with or without cause at any time. Similarly, our executives have no “golden parachute” or “golden coffin” arrangements. Taken as a whole, our compensation arrangements reward executives for appropriately identifying and managing risks, but provide no guaranteed “safety net” if they are ineffective in doing so. Moreover, the structure of our incentive compensation program ensures that any loss of value to our shareholders is shared by management. |
Severance Payments
Severance Payments The resignation of Mr. Rosenblum and Mr. Alvarado did not trigger any severance payments payable by the Company.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio For 2023, the ratio of the annual total compensation of Mr. Sugarman, our CEO, to the median of the annual total compensation of all of our employees other than our CEO (“Median Annual Compensation”) was 27 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K using the data summarized below. For purposes of this disclosure, we refer to the employee who received Median Annual Compensation as the “Median Employee.” The date used to identify the Median Employee was December 31, 2023. To identify the Median Employee, we first determined our employee population as of December 31, 2023. On that date, the Company and our consolidated subsidiaries collectively had 86 employees. This number includes both full-time and part-time employees, but not independent contractors or “leased” workers. We then measured compensation for the period beginning on January 1, 2023 and ending on December 31, 2023 for these employees. This compensation measurement was calculated by totaling, for each employee, including salary, bonuses and grant date fair value of equity awards as shown in our payroll and human resources records for 2023. We annualized compensation for any employee who worked for less than the full year. For purposes of calculating this ratio, we used the total compensation of $8,405,424 reported for Mr. Sugarman in the Summary Compensation Table for 2023. Median Annual Compensation for 2023 was $314,210. This amount was calculated by totaling all applicable elements of compensation for our Median Employee for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K.
Chief Executive Officer Pay Ratio
| 46 | Safehold Inc. 2024 Proxy Statement | |
Summary Compensation Table
Summary Compensation Table The following table and the accompanying footnotes set forth compensation information for the past three years for our named executive officers who served during 2023:
Summary Compensation Table
| | | | | | All Other | | | | | Salary | Bonus | Stock Awards | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1)(2) | ($)(3) | ($)(4) | ($) | | Jay Sugarman(5) | 2023 | 600,000 | — | 7,791,612 | 13,812 | 8,405,424 | | Chairman and Chief Executive Officer | 2022 | 600,000 | — | 80,000 | 13,050 | 693,050 | | | 2021 | 600,000 | 320,000 | 1,389,405 | 18,033 | 2,327,438 | | Marcos Alvarado | 2023 | 550,000 | 1,920,000 | 6,690,135 | 315,585 | 9,475,720 | | President and Chief Investment Officer | 2022 | 550,000 | 1,710,000 | 1,450,000 | 19,118 | 3,729,118 | | | 2021 | 550,000 | 2,650,000 | 2,589,405 | 16,685 | 5,806,090 | | Brett Asnas | 2023 | 400,000 | 625,000 | 3,649,749 | 245,170 | 4,919,919 | | Chief Financial Officer | 2022 | 300,000 | 380,000 | 420,000 | 19,449 | 1,119,449 | | Garett Rosenblum(6) | 2023 | 300,000 | 167,700 | 470,965 | 74,932 | 1,013,597 | | Chief Accounting Officer | 2022 | 300,000 | 222,300 | 203,000 | 23,321 | 748,621 | | | 2021 | 300,000 | 372,000 | 264,752 | 14,509 | 951,261 |
Summary Compensation Table
| (1) Amounts reported in the “Bonus” column for 2023 include (i) the cash portion of the retention bonuses in connection with the Merger paid to Marcos Alvarado ($1,290,000), Brett Asnas ($445,000) and Garett Rosenblum ($167,700) and (ii) the cash portion of the AIP awards paid to Marcos Alvarado ($630,000) and Brett Asnas ($180,000). The cash portion of the retention bonuses were initially paid in March 2023, subject to clawback if the employee resigned or was terminated for cause before the earlier of the closing of the Merger or September 30, 2023. The AIP awards were earned for 2023 and paid in February 2024. The portion of the AIP awards that were granted in the form of fully vested shares of our common stock in February 2024 will be reported in the Summary Compensation Table for 2024. |
Summary Compensation Table
| (2) Amounts reported in the “Bonus” column for 2021 and 2022 include bonus amounts previously reported under the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table in prior years’ compensation disclosures. The actual amounts of such bonuses have not been changed from amounts previously disclosed. |
Summary Compensation Table
| (3) Amounts reported in the “Stock Awards” column for 2023 include (i) the grant date fair value of the New Restricted Stock Unit Awards which are eligible to vest on the first four anniversaries of the date of grant, (ii) the grant date fair value of performance-vesting Caret units, and (iii) the stock portion of the retention bonuses granted in connection with the Merger, in each case, calculated in accordance with FASB ASC Topic 718. The grant date fair value of each New Restricted Stock Unit Awards and the stock portion of the retention bonuses was calculated based on the closing price of a share of our common stock as of the date of grant. The grant date fair value of each performance-vesting Caret unit award was determined using a Monte Carlo simulation, using a volatility rate of 48.74%, a risk-free rate of 3.73%, and a dividend yield of 2.33%. The grant date fair value of such performance-vesting Caret units was $1,581,000 (for Mr. Asnas) and $105,400 (for Mr. Rosenblum). |
Summary Compensation Table
| (4) Amounts reported in the “All Other Compensation” column include our matching contributions to the accounts of our named executive officers in our 401(k) Plan, additional compensation attributable to certain life and disability insurance premiums, Caret distributions for Caret units granted during 2023, and accrued dividend paid upon the vesting of the iStar Units in 2023. |
Summary Compensation Table
| | Safehold Inc. 2024 Proxy Statement | 47 |
Summary Compensation Table
| | 401(k)match | Life and Disability Insurance Premiums | Caret Distribution | Dividend on vested iStar Units(a) | Total | | Name and Principal Position | ($) | ($) | ($) | ($) | ($) | | Jay Sugarman | 11,250 | 2,562 | — | — | 13,812 | | Marcos Alvarado | 11,250 | 2,562 | — | 301,773 | 315,585 | | Brett Asnas | 11,250 | 2,562 | 87,900 | 143,458 | 245,170 | | Garett Rosenblum | 11,250 | 2,554 | 5,860 | 55,268 | 74,932 |
Summary Compensation Table
(a)The value of the dividends paid on the vested iStar Units was not factored into the grant date fair value previously reported for such iStar Units.
Summary Compensation Table
| (5) No annual incentive award was paid to Mr. Sugarman under our AIP for services in 2022 and 2023, as Mr. Sugarman offered to forego any potential AIP award for 2022 and 2023. |
Summary Compensation Table
| (6) Mr. Rosenblum notified the Company of his resignation on November 21, 2023 effective as of December 31, 2023. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table includes information on plan-based awards granted to our named executive officers who served during 2023. The amounts shown in the table are adjusted to give effect to the Reverse Stock Split that was effective March 31, 2023 as described herein.
Grants of Plan-Based Awards
| | | Estimated | | | | | | | | Future | | | All Other | | | | | Payouts Under | | | Stock Awards: | | | | | Equity | | | Number of | | | | | Incentive | | | Shares of | | | | | Plan Awards | | | Stock or | Grant Date | | | Grant | Threshold | Target | Maximum | Units | Fair Value | | Name | Date | (#) | (#) (1) | (#) | (#) (2) | (#) (3) | | Jay Sugarman | 3/20/23 | | | | 173,064 | 5,000,000 | | | 3/30/23 | | | | 96,625 | 2,791,612 | | Marcos Alvarado | 3/20/23 | | | | 173,064 | 5,000,000 | | | 3/30/23 | | | | 58,500 | 1,690,135 | | Brett Asnas | 3/20/23 | | | | 60,105 | 1,736,500 | | | 3/30/23 | | | | 11,500 | 332,249 | | | 3/31/23 | | 15,000 | | — | 1,581,000 | | Garett Rosenblum | 3/20/23 | | | | 8,654 | 250,000 | | | 3/30/23 | | | | 4,000 | 115,565 | | | 3/31/23 | | 1,000 | | — | 105,400 |
Grants of Plan-Based Awards
| (1) Amounts reflect the target payouts of the performance-vesting Caret units granted in 2023. |
Grants of Plan-Based Awards
| (2) Amounts reflect (a) the time-vesting New Restricted Stock Units granted in 2023, which are eligible to vest on the first four anniversaries of the date of grant, subject to continued employment through the applicable vesting date, and (b) the stock portion of retention bonuses granted in connection with the Merger. |
Grants of Plan-Based Awards
| (3) Amounts reflect (i) the grant date fair value of the New Restricted Stock Unit Awards, (ii) the grant date fair value of performance-vesting Caret units and (iii) the stock portion of the retention bonuses granted in connection with the Merger, in each case, calculated in accordance with FASB ASC Topic 718. The grant date fair value of each New Restricted Stock Unit Awards and the stock portion of the retention bonuses was calculated based on the closing price of a share of our common stock as of the date of grant. The grant date fair value of each performance-vesting Caret unit awards were determined using a Monte Carlo simulation using a volatility rate of 48.74%, a risk-free rate of 3.73%, and a dividend yield of 2.33%. |
Grants of Plan-Based Awards
| 48 | Safehold Inc. 2024 Proxy Statement | |
Outstanding Equity Awards
Outstanding Equity Awards The following table shows all outstanding equity awards at the end of 2023 held by our NEOs who served during 2023, which include unvested Caret units and unvested restricted stock units. The amounts shown in the table are adjusted to give effect to the Reverse Stock Split that was effective March 31, 2023 as described herein.
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End
| | Stock Awards | | | | | | | | Equity Incentive | | | | | | Plan Awards: | Equity Incentive | | | | | Number of | Plan Awards: | | | Number of | Market Value of | Unearned | Market or Payout Value of | | | Shares or Units of | Shares or Units | Shares, Units or | Unearned Shares, Units or | | | Stock That Have | of Stock That | Other Rights That | Other Rights That Have Not | | | Not Vested | Have Not Vested | Have Not Vested | Vested | | Name | (#) | ($) | (#) | ($) | | Jay Sugarman | 173,064(1) | 4,049,698(1) | — | — | | | 183,750(2) | 35,673,225(2) | — | — | | Marcos Alvarado | 173,064(1) | 4,049,698(1) | — | — | | | 91,875(2) | 17,836,613(2) | — | — | | Brett Asnas | 60,105(1) | 1,406,457(1) | — | — | | | 5,000(2) | 970,700(2) | — | — | | | — | — | 15,000(3) | 2,912,100(3) | | Garett Rosenblum (4) | 8,654(1) | 202,504(1) | — | — | | | 1,500(2) | 291,210(2) | — | — | | | — | — | 1,000(3) | 194,140(3) |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (1) Amounts represent time-vesting restricted stock unit awards granted in March 2023, which are eligible to vest on the first four anniversaries of the date of the merger, subject to continued employment through the applicable vesting date. The market value is calculated by multiplying the number of Units by $23.40, the closing market price of our common stock on December 29, 2023. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (2) Amounts represent time-vesting Caret units. In March 2023, Mr. Sugarman, Alvarado, Asnas and Rosenblum entered into re-vesting agreements pursuant to which the executives agreed to subject 25% of their previously vested Caret units to additional vesting conditions which will be satisfied on March 31, 2025, subject to the applicable executive’s continued employment through such date. The market value as of December 31, 2023, is calculated based on a per-unit price of $194.14, determined by reference to recent purchase prices paid by independent purchasers of Caret Units in arm’s-length transactions. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (3) Amounts represent performance-based Caret units that cliff vest on March 31, 2027 if the Company’s common stock has traded at an average per share price of $60.00 or more for at least 30 consecutive trading days during that four-year period. The market value of these unvested Caret unit on December 31, 2023, is calculated based on a per-unit price of $194.14, determined by reference to recent purchase prices paid by independent purchasers of Caret units in arm’s-length transactions. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (4) Mr. Rosenblum notified the Company of his resignation on November 21, 2023 effective as of December 31, 2023. Upon resignation, Mr. Rosenblum’s awards were forfeited. Mr. Alvarado’s unvested awards were also forfeited upon resignation. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| | Safehold Inc. 2024 Proxy Statement | 49 |
Stock Vested in Fiscal 2023
Stock Vested in Fiscal 2023 The following table presents information for our named executive officers relating to stock awards that vested during 2023. The amounts shown in the table are adjusted to give effect to the Reverse Stock Split that was effective March 31, 2023 as described herein.
Stock Vested in Fiscal 2023
| | | Stock Awards | | | | | | | Number of Shares | | | | | | | Acquired On | Value Realized | | | | | | Vesting | on Vesting | | | | Name | | (#) | ($) | | | | Jay Sugarman | | 96,625 | 2,791,612 | | | | Marcos Alvarado | | 74,233 | 2,720,647 | | | | Brett Asnas | | 18,990 | 833,136 | | | | Garett Rosenblum | | 6,757 | 301,647 | | | | The table above does not capture the distributions received by our NEOs in respect of their iPIP interests which vested in connection with the termination of the iPiP, in each case, in the applicable form received (as described below). iStar shares and Old SAFE shares are shown on an as-converted basis. The table below also sets forth the market value, as of December 31, 2023, of the shares of our common stock into which such iStar shares and Old SAFE shares were converted in connection with the Merger . | | | | | | | | | iPIP Distributions (1) | | | | | | | iStar | iStar | Old SAFE | Old SAFE | | | Cash | shares(2) | shares(2) | Shares(3) | Shares(3) | | Name | ($) | (#) | ($) | (#) | ($) | | Jay Sugarman | $351,747 | 8,085 | $351,747 | 1,516,768 | $43,821,215 | | Marcos Alvarado | — | — | — | 681,913 | $19,701,279 | | Brett Asnas | — | — | — | 27,277 | $788,051 | | Garett Rosenblum | — | — | — | 32,618 | $942,369 |
Stock Vested in Fiscal 2023
| (1) iPIP Termination and Distributions |
Stock Vested in Fiscal 2023
In connection with the termination of iPIP, unvested iPIP interests vested and distributions were made to participants in respect of their 2013/2014, 2017/2018 and 2019/2020 iPIP interests in March 2023. Mr. Sugarman received distributions in respect of his unvested 2013/2014 iPIP interests in the form of cash (50%) and shares of iStar common stock and Old SAFE common stock. He received distributions in respect of his 2017/2018 and 2019/2020 iPIP interests in the form of shares of Old SAFE common stock. Our other NEOs received distributions in respect of all of their unvested 2017/2018 and 2019/2020 iPIP interests entirely in the form of shares of Old SAFE common stock.
Stock Vested in Fiscal 2023
| (2) Amounts shown in this column represent shares of our common stock, formerly shares of iStar common stock. Share numbers are shown post-Reverse Stock Split. |
Stock Vested in Fiscal 2023
| (3) Amounts shown in this column represent shares of our common stock. Old SAFE shares were converted on a one-for-one basis in connection with the Merger. |
Stock Vested in Fiscal 2023
| 50 | Safehold Inc. 2024 Proxy Statement | |
2023 Pay Versus Performance Disclosure
2023 Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.” The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The following table summarizes the total Compensation Actually Paid to our CEO and our other NEOs versus the performance of the Company for the fiscal years ended December 31, 2023, 2022, 2021 and 2020, calculated in accordance with SEC rules. The amounts below shown for Compensation Actually Paid do not represent the value of cash and shares of the Company’s common stock received by our CEO and other NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards based on the value of our common stock. As a result of the calculation methodology required by the SEC, compensation actually paid amounts below differ from compensation actually earned, realized or received by the individuals.
2023 Pay Versus Performance Disclosure
| | | | | | Value of Initial Fixed $100 | | | | | | | | | Investment Based on: | | | | | | | Average | | | | | | | Summary | | Summary | Average | Total | Peer Group | | | | Compensation | Compensation | Compensation | Compensation | Company | Total | | | | Table Total | Actually Paid | Table Total | Actually Paid | Shareholder | Shareholder | Net | | | for CEO | (CAP) to CEO | for Other NEOs | to Other NEOs | Return | Return | Income | | Year | ($) | ($)(1) | ($)(1)(2) | ($)(2) | ($) | ($)(3) | ($000) | | 2023 | 8,405,424 | 7,724,096 | 5,136,412 | 5,234,908 | 62.44 | 113.54 | (55,000) | | 2022 | 693,050 | (35,246,696) | 1,865,729 | (6,825,709) | 74.15 | 99.82 | 135,400 | | 2021 | 2,327,438 | 22,622,598 | 2,818,533 | 5,066,513 | 202.71 | 132.23 | 73,100 | | 2020 | 935,522 | 54,177,271 | 2,798,620 | 19,241,894 | 182.42 | 92.43 | 59,200 |
2023 Pay Versus Performance Disclosure
| (1) Compensation Actually Paid (CAP) amounts reflect the following adjustments, computed in accordance with SEC rules: |
2023 Pay Versus Performance Disclosure
| (a) total compensation reported in the Summary Compensation Table, Minus |
2023 Pay Versus Performance Disclosure
| (b) the grant date fair value of Stock Awards reported in the Summary Compensation Table for the covered year, Plus |
2023 Pay Versus Performance Disclosure
| (c) for Stock Awards granted during the covered year that were unvested at the end of the covered year, the fair value of unvested Stock Awards at the end of the covered year, Plus |
2023 Pay Versus Performance Disclosure
| (d) for Stock Awards granted during the covered year that vested during the covered year, the fair value of such Stock Awards on the vesting date, Plus (or Minus) |
2023 Pay Versus Performance Disclosure
| (e) for Stock Awards granted prior to the covered year that were unvested at the end of the covered year, the change in fair value of unvested Stock Awards during the covered year, Plus (or Minus) |
2023 Pay Versus Performance Disclosure
| (f) for Stock Awards granted prior to the covered year that vested during the covered year, the change in fair value of such Stock Awards from the end of the prior year to the vesting date, Minus |
2023 Pay Versus Performance Disclosure
| (g) for Stock Awards granted prior to the covered year that failed to meet applicable vesting standards, the fair value of such Stock Awards as of the end of the prior year |
2023 Pay Versus Performance Disclosure
| | Safehold Inc. 2024 Proxy Statement | 53 |
2023 Pay Versus Performance Disclosure
The fair value of Stock Awards is calculated based on assumptions determined in accordance with FASB ASC Topic 718.
2023 Pay Versus Performance Disclosure
| (2) Other NEOs included in the average calculations are: |
2023 Pay Versus Performance Disclosure
| 2023: | Marcos Alvarado, Brett Asnas and Garett Rosenblum |
2023 Pay Versus Performance Disclosure
| 2022: | Marcos Alvarado, Brett Asnas and Garett Rosenblum |
2023 Pay Versus Performance Disclosure
| 2021: | Marcos Alvarado, Garett Rosenblum and Jeremy Fox-Geen |
2023 Pay Versus Performance Disclosure
2020: Marcos Alvarado, and Jeremy Fox-Geen
2023 Pay Versus Performance Disclosure
| (3) Company total stockholder return is calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. Peer Group Total Shareholder Return reflects the MSCI US REIT Index based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. |
2023 Pay Versus Performance Disclosure
A reconciliation of CAP amounts shown in the preceding table for our CEO and other NEOs, reflecting the adjustments described in Note (1) above, is as follows:
2023 Pay Versus Performance Disclosure
| CEO | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 8,405,424 | 693,050 | 2,327,438 | 935,522 | | Minus [-]: Stock Awards Granted During the Covered Year | (7,791,612) | (80,000) | (1,389,405) | — | | Plus [+]: Year-End Fair Value of Unvested Stock Awards Granted During the Covered Year that were Unvested at Year-End | 4,049,698 | — | 275,000 | — | | Plus .[+.]: Fair Value on Vesting Date of Stock Awards Granted and Vested During the Covered Year | 2,791,612 | 80,000 | 80,000 | — | | Plus (Minus) [+/-]: Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that were Unvested at Year-End | — | (35,939,746) | 21,329,565 | 53,241,749 | | Plus (Minus) [+/-]: Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that Vested During the Covered Year | 268,975 | — | — | — | | Compensation Actually Paid (CAP) | 7,724,096 | (35,246,696) | 22,622,598 | 54,177,271 |
2023 Pay Versus Performance Disclosure
| Other NEOs (Average) | 2023 | 2022 | 2021 | 2020 ($) | | Summary Compensation Table Total | 5,136,412 | 1,865,729 | 2,818,533 | 2,798,620 | | Minus [-] : Stock Awards Granted During the Covered Year | (3,603,616) | (691,000) | (1,450,560) | (1,156,783) | | Plus [+]: Year-End Fair Value of Unvested Stock Awards Granted During the Covered Year that were Unvested at Year-End | 2,921,633 | 126,564 | 560,608 | 1,733,934 | | Plus .[+.]: Fair Value on Vesting Date of Stock Awards Granted and Vested During the Covered Year | 712,650 | 274,333 | 163,333 | 275,000 | | Plus (Minus) [+/-]: Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that were Unvested at Year-End | — | (8,391,950) | 4,386,733 | 15,591,295 | | (Minus) [-]: Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that Vested During the Covered Year | 67,830 | (9,385) | (671) | (172) | | (Minus) [-]: Prior Year-End Value of Stock Awards Granted In Prior Years that Forfeited During Covered Year | — | — | (1,411,464) | — | | Compensation Actually Paid (CAP) | 5,234,908 | (6,825,709) | 5,066,513 | 19,241,894 |
2023 Pay Versus Performance Disclosure
No Financial Performance Measures Used in Setting Executive Compensation We did not use any financial performance measures to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023 to Company performance. See the “Compensation Discussion and Analysis” section included elsewhere in this proxy statement and in our historical proxy statements for additional detail on executive compensation actions.
2023 Pay Versus Performance Disclosure
| 54 | Safehold Inc. 2024 Proxy Statement | |
2023 Pay Versus Performance Disclosure
The following graphs reflect the CAP for our CEO and average CAP for our other NEOs over the three-year period ended December 31, 2023 compared to our Net Income over the same period, calculated in accordance with SEC regulations. The following graph reflects the CAP for our CEO and average CAP for our other NEOs over the three-year period ended December 31, 2023 compared to the total cumulative shareholder returns of our common stock and cumulative total shareholder returns of MSCI US REIT Index (peer group total shareholder return) over the same period, calculated in accordance with SEC regulations.
2023 Pay Versus Performance Disclosure
| | Safehold Inc. 2024 Proxy Statement | 55 |
2023 Pay Versus Performance Disclosure
Stock Ownership Information