DEF 14A of Safehold Inc.
Filed Mar 31, 2025 · FY20240001558370-25-004175
Contents
| Director Compensation | 17 | | Senior Executives | 19 | | Indemnification | 20 | | Proposal 2 — Ratification of the Appointment of Independent Registered Accounting Firm | 21 | | Accounting Fees and Services | 21 | | Report of the Audit Committee | 23 | | Proposal 3 — Advisory Resolution to Approve Named Executive Officer Compensation (Say-on-Pay) | 24 | | Executive Compensation | 25 | | Compensation Discussion and Analysis | 25 | | Compensation Committee Report | 33 | | Chief Executive Officer Pay Ratio | 34 | | Executive Compensation Tables and Other Information | 35 | | Disclosure of Equity Compensation Plan Information | 40 | | Stock Ownership Information | 46 | | Security Ownership of Certain Beneficial Owners and Management | 46 | | Certain Relationships and Related Party Transactions | 49 | | Information about the Annual Meeting of Stockholders | 56 |
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors The Second Amended and Restated Bylaws (the “Bylaws”) of Safehold Inc., a Maryland corporation (the “Company”), provide that the total number of members of the Board shall consist of not less than the minimum number required by the Maryland General Corporation Law nor more than 15 members, with the precise number of directors to be determined by a vote of a majority of the entire board of directors (the “Board”). At present, the Board has fixed the number of members of the Board at 6. Jesse Hom, a current director, notified the Company that he will not seek re-election as a director at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and will resign from the Board effective immediately prior to the commencement of the 2025 Annual Meeting. In connection with Mr. Hom’s departure from the Board, the Board has determined to decrease the number of members of the Board to five, effective upon the effectiveness of Mr. Hom’s resignation. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated five directors for election at the 2025 Annual Meeting to serve until the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified. All of the nominees currently serve on our Board. The nominees for director are Jay Sugarman, Stefan Selig, Robin Josephs, Jay Nydick, and Barry 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 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 62, 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 62, is the founder and managing partner of BridgePark Advisors LLC, a strategic and financial advisory firm created 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), and as a director of other private companies. Mr. Selig was also a director of 5E Advanced Materials, Inc. (NASDAQ: FEAM) from 2023 to 2024, 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 holds a B.A. in Economics from Wesleyan University, a General Course Certificate from the London School of Economics and Political Science, and an MBA from Harvard Business School. Mr. Selig was nominated to serve on our Board based on his extensive investment banking, government and economic policy experience. Robin Josephs, age 65, 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
Candidates for Election as Director
| | Safehold Inc. 2025 Proxy Statement | 1 |
Candidates for Election as Director
Trust, Inc., a non-traded REIT. Ms. Josephs was also a director and a member of the Audit, Compensation and Nominating Committees of SVF 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 60, 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 73, 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 Republic Airways Holdings, a regional airline in the United States operating as American Eagle, Delta Connection and United Express and served as a director of Siem Offshore Inc. from 2020 to 2024, which operates a fleet of vessels that service offshore oil and gas and renewal energy markets. Mr. Ridings was a member of the Advisory Council for the Cornell University Johnson Graduate School of Business and is 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 2025 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. 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, 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 and the Nominating and Corporate Governance Committee of 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 |
Compensation Committee Interlocks and Insider Consideration
| Director Compensation |
Compensation Committee Interlocks and Insider Consideration
| | Fees Earned or | | All Other | | | | Paid in Cash | Stock Awards(1) | Compensation(2) | Total | | Name | ($) | ($) | ($) | ($) | | Robin Josephs | 160,000 | 147,330 | 25,099 | 332,430 | | Jay S. Nydick | 131,000 | 147,330 | — | 278,330 | | Barry Ridings | 165,000 | 147,330 | 1,802 | 314,132 | | Stefan M. Selig | 130,000 | 229,203 | — | 359,203 | | 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 in long-term interests that are both performance-based and equity-based. |
Response to 2024 Say-on-Pay Proposal
Response to 2024 Say-on-Pay Proposal At our 2024 annual meeting of stockholders, our say-on-pay proposal received support from approximately 71% of the votes cast on the proposal, reflecting shareholder support for our fiscal 2023 executive compensation program. As we evaluated our compensation practices for fiscal 2024, we were mindful of the support our stockholders expressed for our program. We believe the lower than historical support on our say-on-pay vote was due to the one-time Merger related awards, accelerated vesting of restricted stock units following the closing of the Merger, and iPIP termination and distributions. Each of these elements were one-time and non-recurring and not part of the 2024 or go-forward compensation plan.
2024 Compensation Program
| 2. | Annual incentive award |
2024 Compensation Program
| 3. | Long term incentive program |
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. Annual Incentive Plan (AIP) Our NEOs, 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 2024, 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 2024, the Compensation Committee approved the Strategic Framework Success Rate scorecard to determine AIP funding. The Strategic Framework Success Rate is a scorecard that assesses performance relative to five predetermined goals directly linked to our strategic framework, as follows:
Performance-Based Pay
At the beginning of 2024, the Compensation Committee set the target performance metrics set forth in the table below. In addition, the Compensation Committee originally set the AIP pool threshold, target and high funding levels at $11.7m, $14.7m and $17.7m, respectively. In July 2024, the Committee elected to decrease the AIP pool threshold, target and high funding levels to $10.2m, $13.2m and $16.2m respectively, adjusting for certain personnel realignment and decreased employee headcount. At year-end, the Compensation Committee determined actual performance achieved during 2024 for each of these performance metrics as indicated by the Outcome column of the table:
Performance-Based Pay
| | | (0) Below | (1) | (2) | (3) | | | | Performance Metric | Weighting | Threshold | Threshold | Target | High | Results | Outcome | | 1. Ground Lease Gross Originations | 30% | $200m | $350m | $500m | $650m | $225m | 0.2 | | 3. Credit Rating | 25% | Downgrade | No change in rating | S&P Initial rating BBB+ or Fitch Upgrade to A- | S&P Initial rating BBB+ and Fitch Upgrade to A- | S&P Initial rating BBB+ and Fitch Upgrade to A- | 3.0 | | 5. CARET(1) | 20% | No Sale | $1.75B Valuation | $2.0B Valuation | $2.25B Valuation | No Sale | 0 | | 4. Core G&A(2) | 15% | $39.1m | $37.6m | $36.1m | $34.6m | $34.6m | 3.0 | | 6. Employment Engagement Score | 10% | 70% | 74% | 77% | 80% | 76.5% | 1.9 | | 2024 AIP Funding(3) | 100% | 0M | $10.2m | $13.2m | $16.2m | | $11.5m |
Performance-Based Pay
| (2) 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 are utilized to determine performance and funding for results that fall between the specified amounts. |
Performance-Based Pay
| ☐ | Mr. Sugarman assumed all of Mr. Alvarado’s former responsibilities in February of 2024. Mr. Sugarman’s AIP award was approved based on overseeing all aspects of our business, leading and enabling our key business functions to achieve operating framework targets and originating ground lease investments in very challenging market conditions. |
Performance-Based Pay
| ☐ | Mr. Asnas’ AIP award was approved based on his contributions towards achieving a credit rating upgrade from Fitch and an initial rating from S&P of BBB+, progress in capital markets transactions including originating a new revolving credit facility and establishing a commercial paper program, 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. Alvarado resigned from the company in 2024 and was not entitled to any AIP award for 2024. |
Performance-Based Pay
LTIP We have granted equity-based awards under the 2009 LTIP as deemed appropriate to enhance retention and shareholder alignment and promote long-term equity ownership. In 2024, the Compensation Committee approved long-term incentive compensation to Mr. Asnas in the form of restricted stock units (“RSUs”) that cliff vest on the third annual anniversary of the grant date. No other equity grants were made to the named executive officers during 2024. 2024 Restricted Stock Unit Awards
Performance-Based Pay
| | LTIP Awards (Units) | Grant Date | | | Awarded in 2024 | Value | | Executive | (#) | ($)(1) | | Brett Asnas | 49,702 | 1,000,000 |
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 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, 2025,128,746 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.
Other Equity Compensation Arrangements
| 28 | Safehold Inc. 2025 Proxy Statement | |
Other Equity Compensation Arrangements
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, he forfeited 101,875 Caret units. As of April 1, 2025, Amended Caret Performance Incentive Plan participants held 1,371,254 Caret units, representing 14.4% of the then-outstanding Caret units and 11.4 % of the then-authorized Caret units, which includes 735,000 Caret units, representing 7.74% of the then-outstanding Caret units and 6.13% of the then-authorized Caret units, and 35,000 Caret units, representing 0.37 % 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
| ☐ | Long-term incentive awards subject to multi-year vesting. RSU awards granted to senior executives vest over three or four 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 Mr. Alvarado did not receive any severance payments or other benefits in connection with his resignation. Upon his resignation, he forfeited all outstanding restricted stock units.
Equity Grant Practices
Equity Grant Practices We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2024, we did not grant stock options, stock appreciation rights, or similar option‐like instruments to our named executive officers.
Equity Grant Practices
| 30 | Safehold Inc. 2025 Proxy Statement | |
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio For 2024, 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 2 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, 2024. To identify the Median Employee, we first determined our employee population as of December 31, 2024. On that date, the Company and our consolidated subsidiaries collectively had 74 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, 2024 and ending on December 31, 2024 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 2024. 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 $644,601 reported for Mr. Sugarman in the Summary Compensation Table for 2024. Median Annual Compensation for 2024 was $276,477. This amount was calculated by totaling all applicable elements of compensation for our Median Employee for 2024 in accordance with Item 402(c)(2)(x) of Regulation S-K.
Chief Executive Officer Pay Ratio
| 34 | Safehold Inc. 2025 Proxy Statement | |
Summary Compensation Table
Summary Compensation Table The following table and the accompanying footnotes set forth compensation information for the past three years for our named executive officers who served during 2024:
Summary Compensation Table
| | | | | | All Other | | | | | Salary | Bonus | Stock Awards | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1)(2) | ($)(3)(4) | ($)(5) | ($) | | Jay Sugarman(6) | 2024 | 600,000 | — | — | 44,601 | 644,601 | | Chairman and Chief Executive Officer | 2023 | 600,000 | — | 7,791,612 | 13,812 | 8,405,424 | | | 2022 | 600,000 | — | 80,000 | 13,050 | 693,050 | | Marcos Alvarado(7) | 2024 | 40,104 | — | 1,470,000 | 1,216 | 1,511,320 | | President and Chief Investment Officer | 2023 | 550,000 | 1,920,000 | 6,690,135 | 315,585 | 9,475,720 | | | 2022 | 550,000 | 1,710,000 | 1,450,000 | 19,118 | 3,729,118 | | Brett Asnas | 2024 | 450,000 | 725,000 | 1,758,061 | 24,616 | 2,957,677 | | Chief Financial Officer | 2023 | 400,000 | 625,000 | 3,649,749 | 245,170 | 4,919,919 | | | 2022 | 300,000 | 380,000 | 420,000 | 19,449 | 1,119,449 |
Summary Compensation Table
| (1) Amounts reported in the “Bonus” column for 2024 for Brett Asnas include the cash portion of the AIP awards earned for 2024 and paid in February 2025 ($725,000). The portion of the AIP awards that were granted in the form of fully vested shares of our Common Stock in February 2025 to Mr. Asnas will be reported in the Summary Compensation Table for 2025. Jay Sugarman’s AIP awards earned for 2024 and paid in February 2025 were granted in the form of fully vested shares of our Common Stock and will be reported in the Summary Compensation Table for 2025. Mr. Sugarman did not receive any cash portion of the AIP awards earned for 2024. Mr. Alvarado resigned in 2024 and was not entitled to any AIP award for 2024. |
Summary Compensation Table
| (2) 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) and Brett Asnas ($445,000) 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. |
Summary Compensation Table
| (3) Amounts reported in the “Stock Awards” column for 2024 include (i) the grant date fair value of the portion of the AIP awards that were granted in the form of fully vested shares of our Common Stock in February 2024 to Mr. Alvarado and Mr. Asnas (with a fair value of $1,470,000 and $758,061, respectively), and (ii) the grant date fair value of time-based Restricted Stock Units to Mr. Asnas (with a fair value of $1,000,000), in each case, calculated in accordance with FASB ASC Topic 718 based on the closing price of a share of our Common Stock as of the date of grant. The Restricted Stock Units granted to Mr. Asnas are eligible to vest on the third anniversary of the grant date. |
Summary Compensation Table
| (4) Amounts reported in the “Stock Awards” column for 2023 include (i) the grant date fair value of the 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 grant date fair value of 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 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 $1,581,000 (for Mr. Asnas). |
Summary Compensation Table
| (5) Amounts reported in the “All Other Compensation” column include our matching contributions to the accounts of our named executive officers in our 401(k) Plan, additional compensation attributable to certain life and disability insurance premiums, and accrued dividend paid upon the vesting of the Units in 2024. |
Summary Compensation Table
| | Safehold Inc. 2025 Proxy Statement | 35 |
Summary Compensation Table
| | 401(k)match | Life and Disability Insurance Premiums | Dividend on vested Units(a) | Total | | Name and Principal Position | ($) | ($) | ($) | ($) | | Jay Sugarman | 11,500 | 2,469 | 30,632 | 44,601 | | Marcos Alvarado | 1,003 | 213 | — | 1,216 | | Brett Asnas | 11,500 | 2,477 | 10,639 | 24,616 |
Summary Compensation Table
(a)The value of the dividends paid on the vested Units was not factored into the grant date fair value previously reported for such Units.
Summary Compensation Table
| (6) 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
| (7) Mr. Alvarado resigned in 2024 and was not entitled to any AIP award for 2024. |
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 2024.
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) | | Jay Sugarman | - | | | | - | - | | Marcos Alvarado | 2/29/24 | | | | 73,062 | 1,470,000 | | Brett Asnas | 2/29/24 | | | | 37,677 | 758,061 | | | 2/29/24 | | | | 49,702 | 1,000,000 |
Grants of Plan-Based Awards
| (1) Amounts reflect (a) the time-based vesting Restricted Stock Units granted to Mr. Asnas in February 2024, which are eligible to vest in three years, subject to continued employment through the applicable vesting date, and (b) the portion of the AIP awards that were granted in the form of fully vested shares of our Common Stock in February 2024 to Mr. Alvarado and Mr. Asnas. |
Grants of Plan-Based Awards
| (2) Amounts reflect the grant date fair value of the time-based vesting Restricted Stock Units Awards and the AIP awards that were granted in the form of fully vested shares of our common stock, in each case, calculated in accordance with FASB ASC Topic 718 based on the closing price of a share of our Common Stock as of the date of grant. |
Grants of Plan-Based Awards
| 36 | Safehold Inc. 2025 Proxy Statement | |
Outstanding Equity Awards
Outstanding Equity Awards The following table shows all outstanding equity awards at the end of 2024 held by our NEOs who served during 2024, which include unvested Caret units and unvested restricted stock units.
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 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 | 129,798(1) | 2,398,667(1) | — | — | | | 183,750(3) | 35,673,225(3) | — | — | | Marcos Alvarado(5) | — | — | — | — | | Brett Asnas | 45,078(1) | 833,041(1) | — | — | | | 49,702(2) | 918,493(2) | — | — | | | 5,000(3) | 970,700(3) | — | — | | | — | — | 15,000(4) | 2,912,100(4) |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (1) Amounts represent time-vesting restricted stock unit awards granted in March 2023 to Mr. Sugarman and Mr. Asnas, 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 $18.48, the closing market price of our Common Stock on December 31, 2024. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (2) Amounts represent the time-based vesting restricted stock unit awards granted to Mr. Asnas in February 2024, which are eligible to vest in three years, subject to continued employment through the applicable vesting date. The market value is calculated by multiplying the number of Units by $18.48, the closing market price of our Common Stock on December 31, 2024. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (3) Amounts represent time-vesting Caret units. In March 2023, Mr. Sugarman and Mr. Asnas 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, 2024, 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 2024 Year-End
| (4) 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, 2024, is calculated based on a per-unit price of $194.14, determined by reference to recent purchase prices paid by independent purchasers of Caret units in arm’s-length transactions. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (5) Mr. Alvarado’s unvested equity awards were forfeited upon resignation. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| | Safehold Inc. 2025 Proxy Statement | 37 |
Stock Vested in Fiscal 2024
Stock Vested in Fiscal 2024 The following table presents information for our named executive officers relating to stock awards that vested during 2024.
Stock Vested in Fiscal 2024
| | Stock Awards | | | | Number of Shares | | | | Acquired On | Value Realized | | | Vesting | on Vesting | | Name | (#) | ($)(1) | | Jay Sugarman | 43,266 | 921,912 | | Marcos Alvarado | 73,062 | 1,470,000 | | Brett Asnas | 52,704 | 1,078,257 |
Stock Vested in Fiscal 2024
| (1) Amounts reflect the number of shares acquired on vesting multiplied by the fair market value of our Common Stock on the vesting date. |
2024 Pay Versus Performance Disclosure
2024 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, 2024, 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.
2024 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) | | 2024 | 644,601 | (115,150) | 2,234,499 | (9,602,827) | 50.68 | 123.47 | 105,800 | | 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 |
2024 Pay Versus Performance Disclosure
| (1) Compensation Actually Paid (CAP) amounts reflect the following adjustments, computed in accordance with SEC rules: |
2024 Pay Versus Performance Disclosure
| (a) total compensation reported in the Summary Compensation Table, Minus |
2024 Pay Versus Performance Disclosure
| (b) the grant date fair value of Stock Awards reported in the Summary Compensation Table for the covered year, Plus |
2024 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 |
2024 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) |
2024 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 from the end of the prior year to end of the covered year, Plus (or Minus) |
2024 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 |
2024 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 |
2024 Pay Versus Performance Disclosure
| 40 | Safehold Inc. 2025 Proxy Statement | |
2024 Pay Versus Performance Disclosure
The fair value of Stock Awards is calculated based on assumptions determined in accordance with FASB ASC Topic 718.
2024 Pay Versus Performance Disclosure
| (2) Other NEOs included in the average calculations are: |
2024 Pay Versus Performance Disclosure
| 2024: | Marcos Alvarado and Brett Asnas |
2024 Pay Versus Performance Disclosure
| 2023: | Marcos Alvarado, Brett Asnas and Garett Rosenblum |
2024 Pay Versus Performance Disclosure
| 2022: | Marcos Alvarado, Brett Asnas and Garett Rosenblum |
2024 Pay Versus Performance Disclosure
| 2021: | Marcos Alvarado, Garett Rosenblum and Jeremy Fox-Geen |
2024 Pay Versus Performance Disclosure
| 2020: | Marcos Alvarado and Jeremy Fox-Geen |
2024 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 $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. |
2024 Pay Versus Performance Disclosure
A reconciliation of CAP amounts shown in the preceding table for our CEO and other NEOs, reflecting the adjustments described in Note (1) above, is as follows:
2024 Pay Versus Performance Disclosure
| CEO | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 644,601 | 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 (Change between Prior Year-End Fair Value and Year-End Fair Value) | (638,606) | — | (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 (Change between Prior Year-End Fair Value and Vesting Date Fair Value) | (121,145) | 268,975 | — | — | — | | Compensation Actually Paid (CAP) | (115,150) | 7,724,096 | (35,246,696) | 22,622,598 | 54,177,271 |
2024 Pay Versus Performance Disclosure
| | Safehold Inc. 2025 Proxy Statement | 41 |
2024 Pay Versus Performance Disclosure
| Other NEOs (Average) | 2024 | 2023 | 2022 | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 2,234,499 | 5,136,412 | 1,865,729 | 2,818,533 | 2,798,620 | | Minus [-] : Stock Awards Granted During the Covered Year | (1,614,031) | (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 | 459,246 | 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 | 1,114,031 | 712,650 | 274,333 | 163,333 | 275,000 | | Plus (Minus) [+/-]: Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that were Unvested at Year-End (Change between Prior Year-End Fair Value and Year-End Fair Value) | (110,892) | — | (8,391,950) | 4,386,733 | 15,591,295 | | (Minus) [-]: Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that Vested During the Covered Year (Change between Prior Year-End Fair Value and Vesting Date Fair Value) | (21,038) | 67,830 | (9,385) | (671) | (172) | | (Minus) [-]: Prior Year-End Value of Stock Awards Granted In Prior Years that Forfeited During Covered Year | (11,664,643) | — | — | (1,411,464) | — | | Compensation Actually Paid (CAP) | (9,602,827) | 5,234,908 | (6,825,709) | 5,066,513 | 19,241,894 |
2024 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, 2024 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.
2024 Pay Versus Performance Disclosure
| 42 | Safehold Inc. 2025 Proxy Statement | |
2024 Pay Versus Performance Disclosure
The following graphs reflect the CAP for our CEO and average CAP for our other NEOs over the five-year period ended December 31, 2024 compared to our Net Income over the same period, calculated in accordance with SEC regulations.
2024 Pay Versus Performance Disclosure
| | Safehold Inc. 2025 Proxy Statement | 43 |
2024 Pay Versus Performance Disclosure
The following graph reflects the CAP for our CEO and average CAP for our other NEOs over the five-year period ended December 31, 2024 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.
2024 Pay Versus Performance Disclosure
| 44 | Safehold Inc. 2025 Proxy Statement | |
2024 Pay Versus Performance Disclosure
Disclosure of Equity Compensation Plan Information
2024 Pay Versus Performance Disclosure
| | | | (c) | | | | | Number of securities | | | (a) | (b) | remaining available for | | | Number of securities to | Weighted-average | future issuance under | | | be issued upon exercise | exercise price of | equity compensation plans | | | of outstanding options, | outstanding options, | (excluding securities | | Plans Category | warrants and rights | warrants and rights | reflected in column (a)) | | Equity compensation plans approved by security holders | 637,154(1) | N/A | 1,055,711(2) |
2024 Pay Versus Performance Disclosure
| (1) Represents restricted stock units and common stock equivalents under the 2009 LTIP. The amount shown in column (a) includes 562,929 unvested restricted stock units which may vest in the future based on the employees’ continued service to the Company (see Note 12 of our consolidated financial statements in Safehold’s 2024 10-K Report for further details of the Company’s restricted stock grants). All of the unvested restricted stock units included in column (a) are required to be settled on a net, after-tax basis (after deducting shares for minimum required statutory withholdings); therefore, the actual number of shares issued will be less than the gross amount of the awards. The amount shown in column (a) also includes a combined total of 74,225 Common stock equivalents and restricted stock awarded to our non-employee directors in consideration of their service to the Company as directors. Common stock equivalents represent rights to receive shares of Common Stock at the date the common stock equivalents are settled. Common stock equivalents have dividend equivalent rights beginning on the date of grant. |
2024 Pay Versus Performance Disclosure
| (2) The amount in column (c) represents the number of shares available for issuance under the 2009 LTIP (see Note 12 of our consolidated financial statements in Safehold’s 2024 10-K Report for further details of the Company’s Long-Term Incentive Plans). |
2024 Pay Versus Performance Disclosure
| | Safehold Inc. 2025 Proxy Statement | 45 |
2024 Pay Versus Performance Disclosure
Stock Ownership Information