DEF 14A of Star Holdings
Filed Apr 10, 20240001558370-24-004931
Candidates for Election as Trustee
Candidates for Election as Trustee Nina B. Matis, age 76, has served as our lead trustee since March 31, 2023. She was the Vice Chairman, Executive Vice President and Chief Legal Officer of iStar until 2019. Ms. Matis served as iStar’s chief legal officer from 2009 to 2019, as chief investment officer from 2007 to 2018, as general counsel from 1996 to 2009 and as executive vice president from 1999 to 2017. Her core responsibilities included overseeing key corporate legal decisions and litigation strategy, helping shepherd strategic initiatives across multiple functions and helping develop succession talent. Ms. Matis previously served as a partner in the law firm of Katten Muchin Rosenman LLP, as well as serving as head of the national real estate group and on the executive and compensation committees. Ms. Matis previously served as a director of New Plan Excel Realty Trust, Inc. She is a director of Signature Theater Company, Thomas Cole House, a National Historic Landmark that includes the home and the studio of painter Thomas Cole, and National Partnership for Women & Families, a nonprofit, nonpartisan 501(c)(3) organization and serves on the advisory board of The Fisher Center at Bard College. Ms. Matis received a B.A. degree, with honors, from Smith College and a J.D. degree from New York University School of Law. Ms. Matis’ legal skill set and experience in a broad array of directorships allow her to provide diverse and valuable perspectives to our board of trustees. Clifford De Souza, age 62, has served as our trustee since March 31, 2023. Previously he served as a director of iStar until the time of the Spin-Off. Mr. De Souza was previously the Chief Executive Officer of MUFG Securities International, where he was responsible for all international securities and investment banking operations including Capital Markets, Secondary Trading, Technology and Operations. Prior to that, he was the Chief Investment Officer at Citigroup Alternative Investments, where he managed over $40 billion in private equity, real estate, structured product, and hedge fund assets, and Global Head Emerging Markets at UBS/SBC Warburg Dillon Read. He has extensive public company executive and senior leadership experience and familiarity with balance sheets, finance and accounting practices. He holds a B.A. from Cambridge University and a Ph.D. from the University of Maryland. Mr. De Souza’s skill set and experience in a broad array of industries as well as his financial expertise allow him to provide diverse and valuable perspectives to our board of trustees. Richard Lieb, age 64, has served as our trustee since March 31, 2023. Previously he served as a director of iStar from April 2019 until the time of the Spin-Off. Mr. Lieb also currently serves on the boards of AvalonBay Communities, Inc. and Orion Office REIT and has prior experience serving on the boards of CBL Properties, Inc. and VEREIT, Inc. Mr. Lieb served as Chief Financial Officer of Greenhill & Co. from 2008 to 2012 and Head of Real Estate Investment Banking from 2005 to 2018 and as a Senior Advisor from 2018 until June 2023. Prior to Greenhill & Co., Mr. Lieb served as Head of Real Estate Investment Banking at Goldman Sachs & Co. from 2000 to 2005. He has over 35 years of experience focusing on advisory
Candidates for Election as Trustee
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Candidates for Election as Trustee
opportunities in the real estate industry and his work has covered the full range of investment banking services for nearly all property sectors, including strategic advisories, IPOs and other securities offerings, asset purchases and sales, property financings, restructurings and M&A. Mr. Lieb holds a B.A. from Wesleyan University and an M.B.A. from Harvard Business School. Our board of trustees believes that Mr. Lieb’s extensive business and real estate industry knowledge and experience make him well-suited to serve on our board of trustees. Each of the nominees has consented to serve as a trustee if elected. If, at the time of the 2024 Annual Meeting, any nominee is unable or declines to serve as a trustee, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board of Trustees, 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 three persons. We believe that our trustees 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 “Trustee 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 trustee nominees, described herein, in determining to recommend that they be nominated for election. As described under “Direct Independence” below, all of the nominees, are independent under the standards prescribed by The Nasdaq Global Market (“Nasdaq”).
Whistleblower Policy
| | Fees Earned or | | All Other | | | | Paid in Cash | Stock Awards | Compensation(1) | Total | | Name | ($) | ($) | ($) | ($) | | Clifford De Souza | $112,500 | — | — | 112,500 | | Nina Matis | 112,500 | — | — | 112,500 | | Richard Lieb | 112,500 | — | — | 112,500 |
Whistleblower Policy
| (1) Our trustees are eligible to participate in our broad-based matching gifts program under which we will donate funds equal to contributions made by trustees to qualified nonprofit organizations, up to a maximum annual matching contribution per individual of $5,000 for trustees. Our trustees also are eligible for reimbursement of the costs of attending continuing trustee education programs. Amounts included in the “All Other Compensation” column include any matching gifts made by us on behalf of the trustee and any education costs reimbursed by us to the trustee. |
Whistleblower Policy
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Whistleblower Policy
Senior Executives Biographical information for our executive officers is set forth below: Brett Asnas, age 40, currently serves as our and our manager’s Chief Financial Officer and principal accounting officer. Mr. Asnas has served as the Chief Financial Officer of our manager since February 2022. He previously served as our manager’s Executive Vice President and Head of Capital Markets since 2018. Mr. Asnas is responsible for overseeing capital markets, investor relations, treasury, finance, accounting, strategy, information technology and ESG. He manages relationships across investment banks, investors and lenders, rating agencies and analysts. He directs the finance and accounting group’s budgeting, forecasting, management and performance reporting and strategic analysis. Mr. Asnas has vast experience in debt and equity capital markets across single asset, portfolio and corporate transactions. Mr. Asnas joined our manager in 2008 and previously held positions in the real estate private equity business at Fortress Investment Group, the real estate investment banking division at Nomura Securities, as well as structured finance advisory at Ernst & Young LLP. Mr. Asnas holds a B.S. degree in Finance from the School of Management at Binghamton University. Jay Sugarman, age 61, is our manager’s Chairman and Chief Executive Officer and our Chief Executive Officer. He has served as a member of our manager’s Board since 1996, as our manager’s Chief Executive Officer since 1997, and as our manager’s Chairman and Chief Executive Officer of Safehold Inc. from 2017 until consummation of the Merger. Prior to forming our manager, 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.
Whistleblower Policy
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Whistleblower Policy
Indemnification We have entered into indemnification agreements with each of our trustees and executive officers. These agreements provide that we will indemnify the individual indemnitee to the fullest extent permitted by our charter and Maryland law against certain liabilities (including settlements) and expenses actually and reasonably incurred by them in connection with any threatened or pending legal actions, proceedings and investigations to which they are made a party because of their status as a trustee, officer or agent of the Company, or because they serve as a trustee, officer or agent of another company at the Company’s request. To supplement these indemnification provisions, we have obtained trustees and officers liability insurance, which covers our trustees and executive officers.
Whistleblower Policy
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Summary Compensation Table
Summary Compensation Table For the year ended December 31, 2023, we did not provide any of our named executive officers with any cash or other compensation.
Grants of Plan-Based Awards
Grants of Plan-Based Awards For the year ended December 31, 2023, we did not grant any equity based awards to our named executive officers.
Outstanding Equity Awards
Outstanding Equity Awards As of December 31, 2023, none of our named executive officers held any outstanding stock awards.
Stock Vested in Fiscal 2023
Stock Vested in Fiscal 2023 During the year ended December 31, 2023, none of our named executive officers exercised stock options, SARs or similar instruments, and no vesting of shares of the Company, including restricted shares, restricted stock units or similar instruments occurred.