DEF 14A of BrightSpire Capital, Inc., Mar 27, 2024

DEF 14A of BrightSpire Capital, Inc.

Filed Mar 27, 2024 · FY20230001717547-24-000026

Open on EDGAR

  1. BOARD NOMINEES

    BOARD NOMINEES The following table summarizes information about the six candidates who have been nominated by our Board of Directors (our “Board”) for election to our Board at the 2024 Annual Meeting. In 2023, our Board met on seven (7) occasions. All current directors attended 100% of the aggregate number of meetings of our Board and of all committees on which they served during fiscal year 2023. The Company’s nominee board will be led by an Independent Chairperson, with independent board member representation of 83.3%.

  2. BOARD NOMINEES

    | | AGE (1) | | | | COMMITTEE MEMBERSHIPS (2) | | | | NAME | | DIRECTOR SINCE | INDEPENDENCE STATUS | OCCUPATION | AC | CC | NCG | | Catherine D. Rice (3) | 64 | 2018 | Yes | Private Investor; Former Senior Managing Director of W.P. Carey | M, E | | | | Kim S. Diamond | 59 | 2021 | Yes | Former Founding Executive of Kroll Bond Rating Agency | | M | M | | Catherine Long | 67 | 2021 | Yes | Former Chief Financial Officer of Store Capital, Inc. | C, E | | M | | Vernon B. Schwartz | 73 | 2018 | Yes | Private Investor; Former Executive Vice President iStar | M, E | C | | | John E. Westerfield | 65 | 2018 | Yes | Former Chief Executive Officer of Mitsui Fudosan America, Inc. | | M | C | | Michael J. Mazzei | 62 | 2020 | No | Chief Executive Officer of BrightSpire Capital, Inc. | | | |

  3. BOARD NOMINEES

    ____________ (1) As of March 22, 2024 (2) Membership effective upon re-election at the 2024 Annual Meeting (3) Independent Chairperson

  4. BOARD NOMINEES

    | AC Audit Committee | CC Compensation Committee | NCG Nominating and Corporate Governance Committee | | C Committee Chair | M Committee Member | E Audit Committee Financial Expert |

  5. BOARD NOMINEES

    | Table of Contents | | Proxy Summary |

  6. PROPOSAL NO. 1: Election Of Directors

    PROPOSAL NO. 1: Election Of Directors Our Board currently consists of six members. Based on the recommendation of the Nominating and Corporate Governance Committee, our Board has unanimously recommended that the following six persons be elected to serve on our Board from and after the 2024 Annual Meeting and until the 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified: Catherine D. Rice, Kim S. Diamond, Catherine Long, Vernon B. Schwartz, John E. Westerfield, and Michael J. Mazzei. Mses. Rice, Diamond and Long and Messrs. Schwartz, Westerfield and Mazzei are all current directors of the Company. The Board recognizes the value of diversity in Board composition, including personal factors such as gender, race, ethnicity, as well as professional characteristics such as a director’s industry, area of expertise and geographic location, each as noted in further detail on page 17 below. Refreshment and new perspectives are a priority of the Board, as reflected in the appointments of Kim Diamond and Catherine Long in 2021. Our Board has affirmatively determined that the following five director nominees are “independent” directors under the rules of the NYSE and under applicable rules of the U.S. Securities and Exchange Commission (the “SEC”): Catherine D. Rice, Kim S. Diamond, Catherine Long, Vernon B. Schwartz, and John E. Westerfield. Upon election at the 2024 Annual Meeting, 83.3% of the Board will be represented by independent directors. Our Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board, or the Board may, as permitted by our bylaws, decrease the size of our Board.

  7. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The following sets forth certain information concerning our director nominees. The director nominees listed below are leaders in business as well as in the real estate and financial communities because of their intellectual acumen and analytic skills, strategic vision and their records of accomplishments. Each director nominee has been nominated to stand for re-election in part because of his or her ability and willingness to evaluate and support the implementation of our strategies. The Nominating and Corporate Governance Committee recommended each director nominee to serve on the Board until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The tables and biographies below address the diverse skills of each director nominee and includes each director nominee’s name, principal occupation, business history and certain other information, including the specific experience, qualifications, attributes and skills that led our Board to conclude that each such person should serve as a director of the Company.

  8. BOARD OF DIRECTORS

    | | AGE (1) | | | | COMMITTEE MEMBERSHIP (2) | | | | NAME | | DIRECTOR SINCE | INDEPENDENCE STATUS | OCCUPATION | AC | CC | NCG | | Catherine D. Rice (3) | 64 | 2018 | Yes | Private Investor; Former Senior Managing Director of W.P. Carey | M, E | | | | Kim S. Diamond | 59 | 2021 | Yes | Former Founding Executive of Kroll Bond Rating Agency | | M | M | | Catherine Long | 67 | 2021 | Yes | Former Chief Financial Officer of Store Capital, Inc. | C, E | | M | | Vernon B. Schwartz | 73 | 2018 | Yes | Private Investor; Former Executive Vice President iStar | M, E | C | | | John E. Westerfield | 65 | 2018 | Yes | Former Chief Executive Officer of Mitsui Fudosan America, Inc. | | M | C | | Michael J. Mazzei | 62 | 2020 | No | Chief Executive Officer of BrightSpire Capital, Inc. | | | |

  9. BOARD OF DIRECTORS

    ____________ (1) As of March 22, 2024 (2) Membership effective upon re-election (3) Independent Chairperson

  10. BOARD OF DIRECTORS

    | AC Audit Committee | CC Compensation Committee | NCG Nominating and Corporate Governance Committee | | C Committee Chair | M Committee Member | E Audit Committee Financial Expert |

  11. BOARD OF DIRECTORS

    | Table of Contents | | Board of Directors |

  12. Board Of Directors Diversity Table

    Board Of Directors Diversity Table

  13. Board Of Directors Diversity Table

    | Table of Contents | | Board of Directors |

  14. Board Of Directors Diversity Table

    | CATHERINE D. RICE Independent Chairperson Director since 2018 Committee Membership ● Audit Committee | Catherine D. Rice. Catherine D. Rice is the Independent Chairperson of our Board. Ms. Rice has served as a director of RMG Acquisition Corporation III, a NASDAQ publicly listed company (NASDAQ: RMGCU), since its initial public offering in February 2021, and as a member of the Board of Trustees of Urban Edge Properties, a New York Stock Exchange publicly listed company (NYSE: UE), since March 2023. Ms. Rice served as a director and audit committee member at Store Capital Corporation, a New York Stock Exchange publicly listed company (NYSE: STOR), from November 2017 until its privatization in February 2023. Ms. Rice has over 30 years of experience in the real estate capital and investment markets and in the management and operation of public and private real estate companies. From June 2015 to February 2016, Ms. Rice was Senior Managing Director of W.P. Carey Inc. (“W.P. Carey”), a New York Stock Exchange publicly listed company (NYSE: WPC), one of the largest public global net-lease REITs. Prior to that role, from March 2013 to June 2015, Ms. Rice was Managing Director and Chief Financial Officer of W.P. Carey. While at W.P. Carey, Ms. Rice completed a comprehensive reorganization of the finance, accounting, and IT functions as well as the development of the investor relations and capital markets areas to facilitate the company’s growth plan. She was responsible for financial strategy, public capital-raising initiatives and company-wide strategic evaluation, and was also a member of the operating and investment committees. Prior to joining W.P. Carey, Ms. Rice was a partner and a Managing Director at Parmenter Realty Partners, a private real estate investment firm focused on distressed and value-add properties in the southern regions of the U.S. Her responsibilities included both capital raising and investing for the firm’s fourth fund. Prior to that, Ms. Rice was the Chief Financial Officer of iStar Inc. (“iStar”) (NYSE: STAR), a publicly traded finance company focused on the commercial real estate industry, where she was responsible for financial strategy and capital-raising initiatives, financial reporting and investor relations. Ms. Rice spent the first 16 years of her career as a professional in the real estate investment banking groups of Merrill Lynch, Lehman Brothers and Banc of America Securities. During her career as an investment banker, she was involved in numerous capital-raising and strategic advisory transactions, including REIT IPOs, public and private debt and equity offerings, mergers and acquisitions, leveraged buyouts, and asset and corporate acquisitions and dispositions. Ms. Rice received a Bachelor of Arts degree from the University of Colorado and a Master of Business Administration from Columbia University. Consideration for Ms. Rice's Recommendation: Ms. Rice’s extensive real estate and capital markets experience, her prior leadership as a chief financial officer of real estate and finance focused publicly listed companies, as well as her current and past service on the boards of real estate investment trusts and other real estate-based organizations, highlights her value to continue serving as an independent director and Chairperson of the Company. |

  15. Board Of Directors Diversity Table

    | Table of Contents | | Board of Directors |

  16. Board Of Directors Diversity Table

    | KIM S. DIAMOND Independent Director Director since 2021 Committee Membership ● Compensation Committee ● Nominating & Corporate Governance Committee | Kim S. Diamond. Kim S. Diamond is an independent director of the Company. Ms. Diamond has over 30 years of experience in the commercial real estate capital and structured finance debt capital markets industries. Prior to becoming a board member, Ms. Diamond was a Founding Principal and Head of Structuring and Credit at Crescit Capital Strategies (“Crescit”), a middle-market, commercial real estate debt fund from July 2017 until August 2021. Before joining Crescit, Ms. Diamond was a Founding Executive and Senior Managing Director at Kroll Bond Rating Agency, Inc. (“KBRA”). As a member of the KBRA executive team, Ms. Diamond played a pivotal role in the establishment, growth and ultimate sale of the start-up ratings firm. In addition to running all aspects of KBRA’s Structured Finance Ratings group, Kim was a member of the firm’s policy committee. Prior to joining KBRA, Ms. Diamond was a Managing Director at Standard and Poor’s (“S&P”). As an early member of S&P’s CMBS group, Ms. Diamond participated with other industry veterans in developing the standards and criteria that became the foundation for the US CMBS business. Ms. Diamond served as Practice Leader of S&P’s U.S. Commercial Mortgage Ratings Group and also helped develop S&P’s International CMBS and other Structured Finance efforts via short term management positions in the firm’s Melbourne, Australia and London, England offices. Ms. Diamond also served as the Interim Head of Structured Finance Ratings for S&P’s Asia/Pacific region in Tokyo, Japan. Ms. Diamond has served on the Board of Governors of the Commercial Real Estate Finance Council (“CREFC”), where she held positions as Programming Chair, Membership Chair and Treasurer and has been a recipient of the trade association’s prestigious Founder’s Award. She has also served on the Commercial Board of Governors (“COMBOG”) for the Mortgage Bankers Association (“MBA”). Ms. Diamond currently serves as an advisory board member of Ai SPARK, a start-up commercial real estate fintech firm and The Sovereign Wealth Fund Institute, a global data and research firm, and is an adjunct professor at New York University’s School of Professional Studies Schack Institute of Real Estate. Ms. Diamond received a Bachelor of Arts degree from Cornell University and a Master of Business Administration from Columbia University. Consideration for Ms. Diamond’s Recommendation: Ms. Diamond’s extensive knowledge of commercial real estate credit, structured finance and risk management and oversight, her executive leadership and founding role in real estate related organizations, together presents a distinguishable skill set and positions her strongly to continue forward as an independent director of the Company. |

  17. Board Of Directors Diversity Table

    | Table of Contents | | Board of Directors |

  18. Board Of Directors Diversity Table

    | CATHERINE LONG Independent Director Director since 2021 Committee Membership ● Audit Committee (Chair) ● Nominating & Corporate Governance Committee | Catherine Long. Catherine Long is an independent director of the Company. Ms. Long has over 30 years of accounting, operating and financial management expertise. Most recently, Ms. Long was one of the founders of STORE Capital Corporation (formerly NYSE: STOR), an internally managed net-lease real estate investment trust formed in 2011 to focus on single tenant operational real estate of middle market companies across the United States. Ms. Long served as STORE’s Executive Vice President – Chief Financial Officer, Treasurer and Assistant Secretary from its inception in May 2011 until November 2021. As Chief Financial Officer, her responsibilities included financial planning, asset-liability management, treasury, accounting and controls, and serving on STORE’s executive investment committee. Prior to co-founding STORE, Ms. Long was Chief Financial Officer, Senior Vice President and Treasurer of Spirit Realty Capital, Inc. (“Spirit”) from its inception in August 2003 to February 2010. Prior to Spirit, Ms. Long served in various capacities with the Franchise Finance Corporation of America (“FFCA”) and its successor, GE Capital Franchise Finance. Ms. Long was also FFCA’s Principal Accounting Officer and actively participated in FFCA’s real estate limited partnership rollup, as well as numerous securitization transactions and business combinations. Prior to her employment with FFCA, Ms. Long was a senior manager specializing in the real estate industry with the international public accounting firm of Arthur Andersen in Phoenix, Arizona. Ms. Long was named CFO of the Year in 2008 by the Arizona chapter of Financial Executives International. From December 2019 to November 2021, Ms. Long served on the board of directors and audit committee of Oaktree Real Estate Income Trust, Inc., a non-traded, externally-managed REIT, formed to invest in income-producing commercial real estate assets and debt, primarily in the office, multifamily and industrial sectors. She received a Bachelor of Science in accounting with high honors from Southern Illinois University and has been a certified public accountant since 1980. Consideration for Ms. Long's Recommendation: Ms. Long’s career has been highlighted by a longstanding commitment to financial management, accounting and operating discipline and expertise, previously as a founder and chief financial officer of a New York Stock Exchange publicly traded real estate investment trust for 10+ years. With this prior financial expertise and executive experience in the real estate industry, Ms. Long is well positioned to serve as an independent director of the Company. |

  19. Board Of Directors Diversity Table

    | Table of Contents | | Board of Directors |

  20. Board Of Directors Diversity Table

    | VERNON B. SCHWARTZ Independent Director Director since 2018 Committee Membership ● Compensation Committee (Chair) ● Audit Committee | Vernon B. Schwartz. Vernon B. Schwartz is an independent director of the Company. Mr. Schwartz was an independent director of NorthStar Real Estate Income Trust, Inc. and a member of its Audit Committee, positions he held between March 2016 and January 2018. Mr. Schwartz served as Executive Vice President at iStar from 2005 to February 2017, where he was responsible for managing a portfolio of real estate investments, including iStar’s condominium portfolio and its European assets. He has also served as President of AutoStar, iStar’s platform focused on the auto dealership market. Mr. Schwartz has been active in real estate investment and development for almost 30 years. Previously, Mr. Schwartz was a founding partner and Chief Executive Officer of Falcon Financial, the predecessor of AutoStar before it was acquired by iStar in 2005. Prior to forming Falcon Financial, Mr. Schwartz was the Chief Executive Officer of Soros Real Estate Advisors, the advisor to Quantum Realty Partners, an offshore real estate investment fund sponsored by George Soros and Paul Reichmann. Mr. Schwartz previously served as Chairman, President and Chief Executive Officer of Catellus Development Corporation, the largest private landowner in the state of California, and also held executive positions at both Bank of Montreal and The Hahn Company, a developer, owner and operator of regional shopping centers. Mr. Schwartz has a Bachelor of Commerce in Economics and a Master of Business Administration from the University of the Witwatersrand in Johannesburg, South Africa. Consideration for Mr. Schwartz's Recommendation: Mr. Schwartz’s strengths include his knowledge of the real estate investment and finance industries, including his extensive experience in real estate development and portfolio management, both domestically and internationally. With prior executive experience for real estate related companies and his relevant real estate investment acumen, Mr. Schwartz is recommended to serve as an independent director of the Company. |

  21. Board Of Directors Diversity Table

    | Table of Contents | | Board of Directors |

  22. Board Of Directors Diversity Table

    | JOHN E. WESTERFIELD Independent Director Director since 2018 Committee Membership ● Nominating & Corporate Governance Committee (Chair) ● Compensation Committee | John E. Westerfield. John E. Westerfield is an independent director of the Company. From April 2015 to October 2023, Mr. Westerfield served as Chief Executive Officer and was on the Board of Directors of Mitsui Fudosan America, Inc. (“MFA”), the U.S. subsidiary of Mitsui Fudosan Group, a publicly listed real estate company in Japan. Prior to his appointment as CEO, Mr. Westerfield served as Senior Advisor to MFA’s Board of Directors. Mr. Westerfield spent the majority of his career as a managing director at Morgan Stanley, having joined the firm in 1985 upon graduation from business school. At Morgan Stanley, Mr. Westerfield worked in numerous roles in investment banking, fixed income and investment management, all with a specialization in commercial real estate finance and investment. In his last role at Morgan Stanley, Mr. Westerfield had responsibility for the firm’s global commercial mortgage finance business. Upon retirement from Morgan Stanley in June 2008, Mr. Westerfield formed and managed Braddock Capital Management LLC, a private company which invested in REITs and commercial real estate related assets, including various office, industrial, multi-family rental and condominium development projects, primarily in the New York area. Mr. Westerfield received a Master of Business Administration from Harvard Business School in 1985 and a Bachelor of Arts in Government from Dartmouth College in 1981. Consideration for Mr. Westerfield’s Recommendation: Mr. Westerfield's extensive knowledge of commercial real estate finance and investment, continuing leadership as a chief executive officer of a prominent U.S. focused real estate investment business, and expertise in strategic business planning and investment strategy, highlight attributes qualifying him to serve as an independent director of the Company. |

  23. Board Of Directors Diversity Table

    | Table of Contents | | Board of Directors |

  24. Board Of Directors Diversity Table

    | MICHAEL J. MAZZEI Director (Executive) Director since 2020 | Michael J. Mazzei. Michael J. Mazzei is the Company's Chief Executive Officer and a member of our Board. Since April 2020, Mr. Mazzei has led and overseen our operations, including investment and credit risk, capital raising and relationship management activities among stockholders, clients, partners, financing counterparties, research analysts and rating agencies. Mr. Mazzei served as a member of the board of directors of Ladder Capital Corp, (“Ladder”) from June 2017 through March 2020. Previously, Mr. Mazzei served as President of Ladder from June 2012 through June 2017. From September 2009 to June 2012, Mr. Mazzei served as Global Head of the CMBS and Bank Loan Syndication Group at Bank of America Merrill Lynch. Prior to that, Mr. Mazzei served as Co-Head of CMBS and Commercial Real Estate Debt Markets at Barclays Capital from March 2004 to June 2009. Prior to Barclays Capital, Mr. Mazzei spent 20 years at Lehman Brothers, including 18 years in commercial real estate finance-related functions. Having started in commercial mortgage trading in 1984, Mr. Mazzei became the head of CMBS in 1991 and served as the Co-Head of Global Real Estate Investment Banking from March 2002 to February 2004. Mr. Mazzei received a Bachelor of Science from Baruch College and a Juris Doctor from St. John’s University School of Law, and is a graduate of the New York University Real Estate Institute. Consideration for Mr. Mazzei’s Recommendation: Mr. Mazzei’s over 35 years of experience in commercial real estate finance and having served as executive officer, director and in other senior leadership positions at a series of commercial real estate financing and banking institutions qualify him to serve as a director of the Company. |

  25. VOTING STANDARD FOR ELECTION OF DIRECTORS

    VOTING STANDARD FOR ELECTION OF DIRECTORS Our bylaws provide that, in any uncontested election of directors, a director nominee will be elected by a majority of all of the votes cast for and against such nominee at a meeting of stockholders duly called and at which a quorum is present. If in any uncontested election of directors an incumbent director does not receive a majority of the votes cast by stockholders entitled to vote with respect to the election of that director, our Corporate Governance Guidelines require such director to tender his or her resignation within three days after certification of the results. To the extent that one or more directors’ resignations are accepted by the Board, the Nominating and Corporate Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board. In any contested election of directors, directors will be elected by a plurality of votes cast at a meeting of stockholders.

  26. INFORMATION ABOUT OUR BOARD OF DIRECTORS AND ITS COMMITTEES

    INFORMATION ABOUT OUR BOARD OF DIRECTORS AND ITS COMMITTEES Our Board met on seven (7) occasions, where all directors attended 100% of the aggregate number of meetings of our Board and of all committees for the period during which they served during fiscal year 2023. Pursuant to our Corporate Governance Guidelines, members of our Board are expected to attend our annual meetings of stockholders. All of our current directors attended the virtual 2023 annual meeting of stockholders, by live webcast. Our Board has appointed an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee as standing committees. Each of these standing committees has adopted a committee charter, which is available on our website at www.brightspire.com under the heading “Shareholders—Corporate Governance” or by writing to the General Counsel at BrightSpire Capital, Inc., 590 Madison Avenue, 33rd Floor, New York, New York 10022 to request a copy, without charge. Each committee of our Board is composed exclusively of independent directors, as defined by the NYSE listing standards and Section 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following table shows the current membership of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee:

  27. INFORMATION ABOUT OUR BOARD OF DIRECTORS AND ITS COMMITTEES

    | | | | | AUDIT COMMITTEE | | COMPENSATION COMMITTEE | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | INDEPENDENT DIRECTOR | | | | | | | | | Catherine D. Rice (1) | | | | M, E | | | | | Kim S. Diamond | | | | | | M | M | | Catherine Long | | | | C, E | | | M | | Vernon B. Schwartz | | | | M, E | | C | | | John E. Westerfield | | | | | | M | C | | NUMBER OF MEETINGS HELD IN 2023 | | | | 4 | | 5 | 4 | | | C | Committee Chair | M | Committee Member | E | Audit Committee Financial Expert | | | (1) Independent Chairperson. | | | | | | | |

  28. INFORMATION ABOUT OUR BOARD OF DIRECTORS AND ITS COMMITTEES

    | Table of Contents | | Information About Our Board of Directors and Its Committees |

  29. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    | Table of Contents | | Director Compensation |

  30. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  31. NON-EXECUTIVE NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

    NON-EXECUTIVE NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective February 2018, the Board adopted a “Non-Executive Independent Director Compensation Policy” that provides that each non-executive director of the Board receives an annual base fee for his or her services of $180,000, with $80,000 payable in cash in quarterly installments in conjunction with quarterly meetings of the Board and $100,000 payable in the form of an annual award of restricted stock, which will vest in full on the one-year anniversary of the date of grant (anticipated to occur shortly after each annual election of directors), subject to the director’s continued service on the Board. In addition, the chairs of each of the Audit, Compensation, and Nominating and Corporate Governance Committees receive an additional annual cash retainer of $20,000, $15,000 and $15,000, respectively, and the Independent Chairperson receives an additional annual cash retainer of $20,000. The Company also reimburses each of the directors for their travel expenses incurred in connection with their attendance at Board and committee meetings.

  32. DIRECTOR COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    DIRECTOR COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 The following information details the compensation received during 2023 as non-employee directors of the Company.

  33. DIRECTOR COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    | Name | Annual Fees Earned or Paid in Cash $ | Annual Stock Awards $(1) | Total $ | | Catherine D. Rice | 100,000 | 105,599 | 205,599 | | Kim S. Diamond | 80,000 | 105,599 | 185,599 | | Catherine Long | 100,000 | 105,599 | 205,599 | | Vernon B. Schwartz | 95,000 | 105,599 | 200,599 | | John E. Westerfield | 95,000 | 105,599 | 200,599 |

  34. DIRECTOR COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    | (1) Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of awards that were granted to our directors on May 17, 2023. The grant date fair value of awards granted to our independent directors was determined based on the closing price of our common stock on the date of grant as reported by the NYSE. As of December 31, 2023, the stock awards remain subject to vesting on May 17, 2024. As of December 31, 2023, each of Mses. Rice, Diamond and Long and Messrs. Schwartz and Westerfield owned 18,657 unvested shares of restricted common stock. |

  35. DIRECTOR COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    | Table of Contents | | Executive Compensation |

  36. COMPENSATION DISCUSSION AND ANALYSIS

    | (i) 2023 Annual Incentive Plan: for 2023, adopted an annual cash incentive plan with (x) two-thirds (66.67%) weighted to fixed financial Company performance metrics and (y) one-third (33.33%) weighted toward subjective individual performance, for annual cash incentive award determinations (the “2023 Annual Incentive Plan”); and | | (ii) 2023 Long-Term Incentive Plan Awards with 3-Year Performance Restricted Stock Units: for long-term incentive plan awards in 2023, allocated between (x) 65% time-vesting restricted stock (vesting in equal annual installments over 3 years) and (y) 35% performance restricted stock units (testing total shareholder return over a 3-year testing period on a relative basis against a performance peer group). In 2024, equity awards were allocated between time-vesting restricted stock and performance restricted stock units on a 50% / 50% split basis. |

  37. Compensation Philosophy

    | ⇒ | reviewing Company performance and results for the applicable fiscal year; | | ⇒ | evaluating the type, scope and level of responsibility of the professional on behalf of the Company and its subsidiaries; | | ⇒ | balancing elements of reward and retention to motivate sustainable Company and investment performance (including executive officer targets, which are majority-weighted toward at risk compensation); | | ⇒ | implementing pay-for-performance elements (including short-term and long-term corporate performance, financial and strategic goals) to further align the interests of executives with our stockholders; and | | ⇒ | understanding market conditions and integrating peer group analysis and benchmarking to ensure fair, equitable and competitive pay practices. |

  38. Executive Compensation Program Highlights

    | ☑ | Long-term Alignment with Stockholders. Time-based equity incentive awards (generally subject to 3-year annual vesting schedules) and 3-year performance cycle LTIP awards, in each case, used to enhance retention and alignment. | | ☑ | Performance-Based Consideration. Company performance metric testing, including: |

  39. Executive Compensation Program Highlights

    •2023 Annual Incentive Plan: two-thirds (66.67%) weighted to fixed financial Company performance measures (absolute and relative). •Performance Restricted Stock Units for 2023 and Subsequent Years: LTIP awards, allocated to NEOs (i) for 2023, 35% to performance restricted stock units (testing relative total shareholder return over a 3-year testing period against a performance peer group) and (ii) for 2024, increased to 50% of similar performance restricted stock units.

  40. Executive Compensation Program Highlights

    | ☑ | Clawback Policy. The Company maintains a clawback policy with respect to incentive compensation of executive officers of the Company. | | ☑ | Stock Ownership Guidelines. The Company maintains stock ownership guidelines for executive officers and directors for further alignment. | | ☑ | Peer Benchmarking. The Company considers and benchmarks to peer companies in evaluating executive compensation and setting thresholds for performance-based consideration. | | ☑ | Independent Compensation Consultant. The Compensation Committee engages an independent compensation consultant for advisory purposes |

  41. Executive Compensation Program Highlights

    | ☒ | No Guaranteed Bonuses. No annual incentive or equity award is guaranteed. | | ☒ | No Tax Gross Ups. The Company does not provide tax gross-ups on compensation payments made in connection with a change in control. | | ☒ | No Dividends on Unearned Performance-Based Awards. The Company does not pay dividends or distributions on unearned performance-based equity awards. | | ☒ | No Liberal Equity Share Add-Backs. The Company’s 2022 Plan does not have liberal terms regarding equity share add backs. | | ☒ | No Hedging. The Company does not allow hedging or pledging of Company securities. | | ☒ | No Pension Benefits. The Company does not provide defined benefit or other supplemental pension benefits to our NEOs. |

  42. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee engages independent compensation consultants to assist it in reviewing the competitiveness of non-executive director compensation and our executive compensation programs, considering the overall design of the compensation programs and providing compensation advice independent of company management. The Compensation Committee retained FTI Consulting in the fall of 2022 to assist in the implementation of the 2023 Annual Incentive Plan. In December 2023, the Compensation Committee engaged Ferguson Partners as a new independent consultant to advise on the year end administration of the 2023 Annual Incentive Plan and related matters on a go-forward basis. Representatives of Ferguson Partners have and will continue to provide assistance to the Compensation Committee with respect to various matters, including: (i) a benchmarking review of peer company executive compensation; (ii) annual incentive plan structuring and awards; (iii) evaluating the elements and design of various aspects of our compensation program; (iv) assisting in peer group development; and (v) assisting in the design and review of employment agreements, severance and similar arrangements for certain of our senior executives and the Company generally. Neither FTI Consulting nor Ferguson Partners provide any other services to us, except as may be pre-approved by the Chair of the Compensation Committee.

  43. Peers and Peer Benchmarking

    Peers and Peer Benchmarking For 2023, the Compensation Committee selected the following companies for executive compensation peer benchmarking (the “Executive Compensation Peers”), with a primary focus on internalized mortgage and diversified REITs of reasonably similar implied equity market capitalization and total capitalization. The Executive Compensation Peers selected in 2023 were the same as the Executive Compensation Peers selected in the prior year. There are few internalized mortgage REITs that comprehensively disclose NEO compensation, and externally-managed mortgage REITs have not historically disclosed all forms of executive compensation. Therefore, the Executive Compensation Peers include other diversified and equity REITs. The Compensation Committee evaluates compensation data available for these Executive Compensation Peers to understand the reasonableness of the Company’s compensation levels for base salary, annual cash incentive awards and LTIP equity-based consideration, focusing on implied equity market capitalization, total capitalization, and total return dynamics over certain periods. The “Executive Compensation Peers” include the following 11 companies:

  44. Peers and Peer Benchmarking

    | EXECUTIVE COMPENSATION PEERS | | | | | Starwood Property Trust, Inc. | Ladder Capital Corp. | | Granite Point Mortgage Trust Inc. | | iStar Inc. | Arbor Realty Trust, Inc. | | MFA Financial, Inc. | | Walker & Dunlop, Inc. | Main Street Capital Corporation | | Hercules Capital, Inc. | | Hannon Armstrong Sustainable Infrastructure Capital, Inc. | | New York Mortgage Trust, Inc. | |

  45. Peers and Peer Benchmarking

    Separately, executive management, the Board and the Compensation Committee regularly monitor the Company’s business performance among certain externally-managed and internally-managed commercial mortgage REITs. For comparative performance purposes, monitoring the below companies (the “Performance Peers”) is relevant because this group has more similar business plans, target assets, financing structures and performance objectives as the Company. The Compensation Committee evaluates performance among the Performance Peers when establishing targets for the 2023 Annual Incentive Plan and benchmark relative performance for performance restricted stock unit awards beginning in 2023:

  46. Peers and Peer Benchmarking

    | Table of Contents | | Executive Compensation |

  47. Peers and Peer Benchmarking

    | PERFORMANCE PEERS | | | | Claros Mortgage Trust, Inc. | Ladder Capital Corp. | Granite Point Mortgage Trust Inc. | | Blackstone Mortgage Trust | Apollo Commercial Real Estate Finance | KKR Real Estate Finance Trust | | TPG RE Finance Trust | Ares Commercial Real Estate Corp. | Franklin BSP Realty Trust, Inc. |

  48. Employment Agreements

    Employment Agreements In connection with the internalization in 2021 (and in effect as of December 31, 2023), the Company entered into an Amended Employment Agreement with Michael J. Mazzei, dated April 30, 2021 (the “Amended Employment Agreement”), and employment letters with Andrew E. Witt, Frank V. Saracino, and David A. Palamé to memorialize commitment and alignment objectives with the Company. The terms of employment for each NEO set forth an annual base salary and target annual cash incentive and long-term incentive award opportunities, as applicable. The terms were established by the Compensation Committee in consultation with FTI Consulting, informed by certain benchmarking with the Executive Compensation Peers and discussions and recommendations of the Chief Executive Officer (provided the Chief Executive Officer is not involved with the Compensation Committee in determining his compensation). Notwithstanding stated minimum targets for any NEO, if any, the Compensation Committee retains discretion whether to make any annual cash incentive payment or long-term equity incentive award, if at all. The compensation terms applicable to each named executive officer in 2023 were as follows:

  49. Employment Agreements

    | ⇒ | 2023 Base Salary. NEO base salaries set at $800,000 for Mr. Mazzei; $400,000 for Mr. Witt; $400,000 for Mr. Saracino; and $352,500 for Mr. Palamé. | | ⇒ | 2023 Annual Cash Incentive Target. NEO annual cash incentive award targets set at $1,750,000 for Mr. Mazzei; $800,000 for Mr. Witt; $600,000 for Mr. Saracino; and $600,000 for Mr. Palamé. The payout value for each executive would be subject to performance thresholds pursuant to the 2023 Annual Incentive Plan. | | ⇒ | 2023 Long-Term Incentive Plan Target. NEO LTIP award targets set at $3,000,000 for Mr. Mazzei; $1,400,000 for Mr. Witt; $800,000 for Mr. Saracino; and $1,024,300 for Mr. Palamé. |

  50. Employment Agreements

    The Amended Employment Agreement and other NEO employment letters, as applicable, provide that each NEO is eligible to participate in employee benefit programs made available to the Company’s employees generally from time to time and to receive payments upon termination or change in control of the Company, or death or disability, in addition to any accrued and unpaid salary, vacation and benefits, as set forth in further detail below. Under the Amended Employment Agreement, in the event that Mr. Mazzei is terminated by the Company without Cause or he terminates his employment for Good Reason (in each case, as such terms are defined in his employment agreement), and subject to his execution of a release of claims in favor of the Company, he is entitled to (a) a lump sum cash payment equal to the product of one and one-half times (the “Severance Multiple”) his most recent (i) base salary and (ii) target annual bonus (the “Cash Severance Payment”); (b) payment of the prior calendar year’s annual bonus, if not paid as of such termination; (c) if termination in a calendar year occurs before the date on which his LTIP award is made, a grant of the then-current target LTIP award; (d) a lump sum payment in respect of his bonus for the year of termination equal to his target annual bonus, prorated for the period of time worked during the year; and (e) full vesting of all then-outstanding and unvested LTIP awards (including the LTIP award granted as described above) (collectively, the “Severance Benefits”). All payments are to be made once the release is effective. In the event that Mr. Mazzei is terminated by the Company without cause or he terminates his employment for Good Reason within one year following a Change in Control, his Severance Benefits remain the same, except that the Severance Multiple of his Cash Severance Payment is increased to two. In the event of Mr. Mazzei’s death or disability, (as defined in the Amended Employment Agreement), he or his estate is entitled to (a) payment of the prior calendar year’s annual bonus, if not paid as of such termination; (b) a lump sum payment in respect of his bonus for the year of termination equal to his target annual bonus, prorated for the period of time worked during the year; and (c) full vesting of all then-outstanding and unvested LTIP awards at the full target award amount on a non pro-rated basis.

  51. Employment Agreements

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  52. Employment Agreements

    Under the employment letters with Messrs. Witt, Saracino and Palamé, each are eligible to participate in the Company’s severance plan, which provides certain severance benefits in the event that their employment is terminated without Cause by the Company or by them for Good Reason (in each case, as such terms are defined in the Company’s severance policy), in accordance with the terms and subject to the conditions of the severance policy (a “Qualifying Termination”). The severance plan provides that, in the event of an officer’s Qualifying Termination and subject to his execution of a release of claims in favor of the Company, the officer will be entitled to receive (a) a lump sum cash severance payment equal to his annual base salary; (b) a prorated portion of his annual target cash incentive for the year of termination based on the number of days in the year worked; (c) his prior year’s bonus (to the extent unpaid); (d) full acceleration of any unvested time-based awards; (e) vesting of any performance-based awards in accordance with the terms and conditions of the applicable award agreement; and (f) subject to his timely COBRA election, up to 12 months of Company-paid COBRA premiums. In the event of an officer’s Qualifying Termination within 90 days before or one year after a Change in Control (as defined in the severance policy) and subject to his execution of a release of claims in favor of the Company, the officer will be entitled to receive the same payments and benefits as set forth above, except (i) his lump sum cash severance payment will be equal to two times the sum of his annual base salary plus his target cash annual incentive for the year of termination, (ii) his performance-based awards will vest immediately (with level of achievement determined in accordance with the applicable award agreement or, if none or more favorable, by the Compensation Committee or the Board as of the date of termination), and (iii) COBRA premiums will be paid for up to 24 months. On February 16, 2024, the Company entered into a second amended employment agreement with Mr. Mazzei, which among other things, extended the term of employment for an additional three years, expiring on March 31, 2027. On February 21, 2024, the Company entered into amended and restated letter agreements with each of our other NEOs, providing certain incremental severance terms beginning in 2024 as supplemental benefits to the Company’s amended severance plan. For additional information regarding such second amended employment agreement and amended and restated letter agreements, please refer to such agreements filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  53. 2023 Annual Incentive Plan Awards

    2023 Annual Incentive Plan Awards The Compensation Committee implemented the 2023 Annual Incentive Plan with pay-for-performance compensation objectives to competitively reward our NEOs with cash payments subject to majority-weighted financial performance measures, designed in mid-2023. The awards described below were based on 2023 performance, were paid out in the first quarter of 2024 following review and approval by the Compensation Committee, and are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below. The 2023 Annual Incentive Plan structure weighted the determination of each NEO’s cash incentive compensation target two-thirds (66.67%) on two quantitative measures, focused on the Company’s (1) “absolute” and (2) “relative” return on average equity (“ROAE”). The balance between “absolute” and “relative” ROAE highlights the value placed on (1) the Company and management meeting or exceeding a key component of the Company’s annual business plan, while (2) incentivizing positive achievements compared to the Company’s Performance Peers. The remaining one-third (33.33%) evaluated personal qualitative measures on a range between 0% and 175% as described above.

  54. 2023 Annual Incentive Plan Structure

    2023 Annual Incentive Plan Structure

  55. 2023 Annual Incentive Plan Structure

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  56. Relative ROAE (50% of Corporate Goals)

    The variable payout earned for each corporate measure is subject to linear interpolation consistent with the Absolute ROAE and Relative ROAE Percentile achieved, respectively, whether between Threshold and Target or Target and Maximum. For the year ended December 31, 2023, the Company achieved (1) an Absolute ROAE of 9.2%, or a 175% multiplier (1.75x), and (2) a Relative ROAE at the 44% percentile, or a 72% multiplier (0.72x). By reference, ROAE for the nine Performance Peers ranged from 5.27% to 11.6%, with an average ROAE of 9.3% (not including the Company), for the year ended December 31, 2023. When combined with qualitative measures, the 2023 Annual Incentive Plan resulted in our CEO receiving 116% (1.16x) of his annual cash incentive target and the other NEOs receiving a range of 116% (1.16x) to 124% (1.24x) of their respective 2023 annual cash incentive targets. In accordance with the 2023 Annual Incentive Plan, our NEOs received the following amounts of total cash incentive compensation for 2023 relative to their respective targets.

  57. Relative ROAE (50% of Corporate Goals)

    | Name | 2023 Annual Cash Incentive Target ($) | 2023 Annual Cash Incentive Compensation Earned ($) | | Michael J. Mazzei, Chief Executive Officer | 1,750,000 | 2,030,000 | | Andrew E. Witt, President & COO | 800,000 | 992,000 | | Frank V. Saracino, CFO, Treasurer & EVP | 600,000 | 696,000 | | David A. Palamé, GC, Secretary & EVP | 600,000 | 696,000 |

  58. 2023 Long-Term Equity Incentive Awards

    2023 Long-Term Equity Incentive Awards In 2023, the Compensation Committee enhanced pay for performance measures applicable to NEO compensation to further align the interests of our NEOs and our stockholders. Specifically, the Compensation Committee added a performance restricted stock unit component to the annual LTIP Awards made in March 2023, whereas the 2022 long-term incentive awards consisted only of time-vesting restricted stock awards. On March 6, 2023, the Compensation Committee granted annual LTIP Awards to the NEOs allocated 65% to time-vesting restricted stock awards (“2023 Restricted Stock”) and 35% to three-year performance restricted stock unit awards (“2023 PRSUs”) as set forth below. The Compensation Committee believes introducing a 35% allocation of long-term incentive awards to performance restricted stock units for each NEO represents a substantial additional performance-based incentive.

  59. 2023 Long-Term Equity Incentive Awards

    | | 2023 LTIP Awards | | | | 2023 Restricted Stock Awards | 2023 PRSUs | | | (# shares) (65%) | (Target unit #) (35%) | | Michael J. Mazzei, Chief Executive Officer | 282,609 | 152,174 | | Andrew E. Witt, President & COO | 141,305 | 76,087 | | Frank V. Saracino, CFO, Treasurer & EVP | 89,493 | 48,189 | | David A. Palamé, GC, Secretary & EVP | 91,782 | 49,422 |

  60. 2023 Long-Term Equity Incentive Awards

    The 2023 Restricted Stock was issued in shares of our restricted Class A common stock and will vest in three substantially equal installments on each of March 15, 2024, March 15, 2025 and March 15, 2026. The 2023 PRSUs were awarded in restricted stock units with respect to our Class A common stock and have a three-year performance period (March 6, 2023 to March 6, 2026) with a payout opportunity ranging from 0% to 200% of the target units awarded, depending on the relative total stockholder return (“Relative TSR”) performance of the Company as compared to the Performance Peers. Recipients of the 2023 PRSUs will not be entitled to receive distributions or distribution equivalents before performance-based vesting has occurred. The 2023 PRSUs will convert into shares of our Class A common stock if and when earned and are generally

  61. 2023 Long-Term Equity Incentive Awards

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  62. 2023 Long-Term Equity Incentive Awards

    conditioned on continued employment by the recipient, subject to the applicable award agreement and the Company’s severance policy. For the 2023 PRSUs, the following table provides the scale which will be used to determine the payout percentage (if any) upon completion of the three-year performance cycle for such awards: The Compensation Committee determined that payouts for the 2023 PRSUs will be capped at 100% of target when the Company’s total shareholder return for the three-year performance cycle is negative. The variable payout earned is subject to linear interpolation consistent with the Relative TSR Percentile achieved, whether between Threshold and Target or Target and Maximum.

  63. 2024 Named Executive Officer Compensation – A Look Ahead

    2024 Named Executive Officer Compensation – A Look Ahead On February 16, 2024, the Company entered into a second amended employment agreement with Mr. Mazzei, which among other things, extended the term of employment for an additional three years, expiring on March 31, 2027. On February 21, 2024, the Company entered into amended and restated letter agreements with each of our other named executive officers, providing certain incremental severance terms beginning in 2024 as supplemental benefits to the Company’s amended severance plan. The Compensation Committee approved an increased annual base salary for certain named executive officers of the Company effective March 1, 2024, as follows: (i) $500,000 for Andrew E. Witt, President and Chief Operating Officer and (ii) $425,000 for Frank V. Saracino, Chief Financial Officer. For additional information regarding such second amended employment agreement and amended and restated letter agreements, please refer to such agreements filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In addition, the Compensation Committee is in the process of implementing a 2024 annual incentive plan, subject to final compensation targets for each NEO and a majority-weighting to certain corporate performance targets. In 2024, the Compensation Committee granted annual LTIP Awards, including an increased allocation of 50% thereof to performance restricted stock units, as described in further detail below.

  64. 2024 LTIP Awards

    2024 LTIP Awards In March 2024, consistent with the Company’s annual grant cycle, the Compensation Committee granted annual LTIP Awards to the NEOs allocated 50% to time-vesting restricted stock awards (“2024 Restricted Stock”) and 50% to three-year performance restricted stock unit awards (“2024 PRSUs”) as set forth below. For 2024, the Compensation Committee believes that allocating 50% of long-term incentive awards to performance restricted stock units for each NEO represents an appropriate additional performance-based incentive.

  65. 2024 LTIP Awards

    | | 2024 LTIP Awards | | | | 2024 Restricted Stock Awards | 2024 PRSUs | | | (# shares) (50%) | (Target unit #) (50%) | | Michael J. Mazzei, Chief Executive Officer | 223,547 | 223,547 | | Andrew E. Witt, President & COO | 111,774 | 111,774 | | Frank V. Saracino, CFO, Treasurer & EVP | 70,790 | 70,790 | | David A. Palamé, GC, Secretary & EVP | 72,601 | 72,601 |

  66. 2024 LTIP Awards

    The 2024 Restricted Stock was issued in shares of our restricted Class A common stock and will vest in three substantially equal installments on each of March 15, 2025, March 15, 2026 and March 15, 2027. The 2024 PRSUs were awarded in restricted stock units with respect to our Class A common stock and have a three-year performance period (March 6, 2024 to

  67. 2024 LTIP Awards

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  68. 2024 LTIP Awards

    March 6, 2027) with a payout opportunity ranging from 0% to 200% of the target units awarded, depending on the Relative TSR performance of the Company as compared to the Performance Peers. Recipients of the 2024 PRSUs will not be entitled to receive distributions or distribution equivalents before performance-based vesting has occurred. The 2024 PRSUs will convert into shares of our Class A common stock if and when earned and are generally conditioned on continued employment by the recipient, subject to the applicable award agreement and the Company’s severance policy. For the 2024 PRSUs, the following table provides the scale which will be used to determine the payout percentage (if any) upon completion of the three-year performance cycle for such awards: The Compensation Committee determined that payouts for the 2024 PRSUs will be capped at 100% of target when the Company’s total shareholder return for the three-year performance cycle is negative. The variable payout earned is subject to linear interpolation consistent with the Relative TSR Percentile achieved, whether between Threshold and Target or Target and Maximum.

  69. SUMMARY COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    SUMMARY COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 The following table sets forth the compensation for each of our named executive officers for the fiscal year ended December 31, 2023. Named executive officer titles are as of December 31, 2023.

  70. SUMMARY COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    | | Year | Salary $ | | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Compensation (2) | Nonqualified Deferred Compensation Earnings | All Other Compensation (3) | ($) | | Name and Principal Position | | | | | | | | | | | | | | Bonus $ | ($) | ($) | ($) | ($) | ($) | | | Michael J. Mazzei | | | | | | | | | | | Chief Executive Officer | 2023 | 800,000 | — | 2,986,959 | — | 2,030,000 | — | 15,419 | 5,832,378 | | | 2022 | 800,000 | — | 3,034,851 | — | 2,030,000 | — | 13,269 | 5,878,120 | | | 2021 | 533,333 | 1,500,000 | 3,633,700 | — | — | — | 3,619 | 5,670,652 | | Andrew E. Witt | | | | | | | | | | | President & | 2023 | 400,000 | — | 1,493,483 | — | 992,000 | — | 15,065 | 2,900,548 | | Chief Operating Officer | 2022 | 400,000 | — | 1,400,705 | — | 992,000 | — | 13,055 | 2,805,760 | | | 2021 | 266,667 | 900,000 | 2,027,680 | — | — | — | 216 | 3,194,563 | | Frank V. Saracino | | | | | | | | | | | Chief Financial Officer, | 2023 | 400,000 | — | 945,875 | — | 696,000 | — | 15,419 | 2,057,294 | | Treasurer & | 2022 | 400,000 | — | 933,806 | — | 696,000 | — | 13,055 | 2,042,861 | | Executive Vice President | 2021 | 333,333 | 600,000 | 960,480 | — | — | — | 324 | 1,894,137 | | David A. Palamé | | | | | | | | | | | General Counsel, | 2023 | 352,500 | — | 970,071 | — | 696,000 | — | 15,419 | 2,033,990 | | Secretary & | 2022 | 352,500 | — | 956,495 | — | 642,000 | — | 12,954 | 1,963,949 | | Executive Vice President | 2021 | 235,000 | 600,000 | 1,227,280 | — | — | — | 216 | 2,062,496 |

  71. SUMMARY COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    | (1) Represents the aggregate grant date fair value of awards of restricted stock, as applicable, calculated under the Financial Accounting Standard Board’s Accounting Codification Topic 718. Each grant date fair value for restricted stock is calculated using the closing price of our common stock on the date of grant as reported by the NYSE. | | (2) Amounts reported for 2023 reflect cash incentive compensation earned by our named executive officers under the 2023 Annual Incentive Plan. Additional information regarding the 2023 Annual Incentive Plan payments is described above under “—Compensation Discussion and Analysis—2023 Named Executive Officer Compensation—2023 Annual Incentive Plan Awards.” | | (3) Reflects payments for each officer toward 401(k) matching contributions and premiums for life insurance. |

  72. SUMMARY COMPENSATION TABLE FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

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  73. GRANTS OF PLAN-BASED AWARDS DURING CALENDAR YEAR ENDED DECEMBER 31, 2023

    GRANTS OF PLAN-BASED AWARDS DURING CALENDAR YEAR ENDED DECEMBER 31, 2023 The following table sets forth information concerning grants of plan-based awards made to the Company’s named executive officers during the calendar year ended December 31, 2023.

  74. GRANTS OF PLAN-BASED AWARDS DURING CALENDAR YEAR ENDED DECEMBER 31, 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock (3) | Grant Date Fair Value of Stock or Unit Awards (4) ($) | | Michael J. Mazzei | PRSU | 3/6/2023 | | | | 76,087 | 152,174 | 304,348 | | 1,045,435 | | | RS | 3/6/2023 | | | | | | | 282,609 | 1,941,524 | | | 2023 AIP | - | 291,667 | 1,750,000 | 3,208,333 | | | | | | | Andrew E. Witt | PRSU | 3/6/2023 | | | | 38,044 | 76,087 | 152,174 | | 522,718 | | | RS | 3/6/2023 | | | | | | | 141,305 | 970,765 | | | 2023 AIP | - | 133,333 | 800,000 | 1,466,667 | | | | | | | Frank V. Saracino | PRSU | 3/6/2023 | | | | 24,095 | 48,189 | 96,378 | | 331,058 | | | RS | 3/6/2023 | | | | | | | 89,493 | 614,817 | | | 2023 AIP | - | 100,000 | 600,000 | 1,100,000 | | | | | | | David A. Palamé | PRSU | 3/6/2023 | | | | 24,711 | 49,422 | 98,844 | | 339,529 | | | RS | 3/6/2023 | | | | | | | 91,782 | 630,542 | | | 2023 AIP | - | 100,000 | 600,000 | 1,100,000 | | | | | |

  75. GRANTS OF PLAN-BASED AWARDS DURING CALENDAR YEAR ENDED DECEMBER 31, 2023

    | (1) Reflects the possible payouts of cash incentive compensation under the 2023 Annual Incentive Plan. The threshold payout assumes reaching the threshold level for the two applicable financial measures and a 0% possible payout on individual performance measures. The actual amounts paid to each named executive officer for 2023 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the accompanying footnote. | | (2) Represents PRSUs, which may be earned over a three-year performance period ending March 6, 2026. For more information on the vesting schedule of the PRSUs refer to “Compensation Discussion and Analysis – 2023 Long-Term Equity Incentive Awards”. | | (3) Represents restricted stock (“RS”) awards that vest in three substantially equal installments on each of March 15, 2024, March 15, 2025 and March 15, 2026. | | (4) The aggregate grant date fair value of the PRSUs and the restricted stock awards granted to our named executive officers was calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of the PRSUs was calculated by multiplying the closing price of our common stock on grant date ($6.87) by the number of units granted assuming the target payout is achieved. The aggregate grant date fair value of the restricted stock awards granted was calculated by multiplying the closing price of our common stock on the grant date ($6.87) by the number of shares granted. |

  76. GRANTS OF PLAN-BASED AWARDS DURING CALENDAR YEAR ENDED DECEMBER 31, 2023

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  77. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2023.

  78. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | | | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) | | | Grant Date | (#) | ($) | (#) | ($) | | Michael J. Mazzei | 3/6/2023 | 282,609 | 2,102,611 | — | — | | | 3/6/2023 | — | — | 304,348 | 2,264,349 | | | 5/5/2022 | 251,646 | 1,872,246 | — | — | | | 1/12/2021 | 116,668 | 868,010 | — | — | | Andrew E. Witt | 3/6/2023 | 141,305 | 1,051,309 | — | — | | | 3/6/2023 | — | — | 152,174 | 1,132,174 | | | 5/5/2022 | 116,144 | 864,111 | — | — | | | 1/11/2021 | 63,334 | 471,205 | — | — | | Frank V. Saracino | 3/6/2023 | 89,493 | 665,828 | — | — | | | 3/6/2023 | — | — | 96,378 | 717,052 | | | 5/5/2022 | 77,430 | 565,079 | — | — | | | 1/11/2021 | 30,000 | 223,200 | — | — | | David A. Palamé | 3/6/2023 | 91,782 | 682,858 | — | | | | 3/6/2023 | — | — | 98,844 | 735,399 | | | 5/5/2022 | 79,311 | 590,074 | — | — | | | 1/11/2021 | 38,334 | 285,205 | — | — |

  79. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    ____________

  80. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (1) Represents the restricted stock awards that had not vested as of December 31, 2023. These restricted stock grants vest in three equal annual installments. The grants made on March 6, 2023 vest on March 15, 2024, March 15, 2025 and March 15, 2026. The grants made on May 5, 2022 have remaining vesting date on March 15, 2024 and March 15, 2025. The grants made on January 11 and 12, 2021 have a remaining vesting date on March 15, 2024. For additional information on vesting upon specified termination events, see “Potential Payments Upon Termination or Change of Control”. | | (2) Amounts reported are based on the closing price of our common stock on the NYSE as of December 29, 2023 ($7.44), the last trading day of the fiscal year. | | (3) Represents the 2023 PRSUs that have not vested as of December 31, 2023. For this purpose, the number of PRSUs is reflected based on performance testing resulting in a maximum (200%) payout as of December 31, 2023. |

  81. STOCK VESTED IN CALENDAR YEAR ENDED DECEMBER 31, 2023

    STOCK VESTED IN CALENDAR YEAR ENDED DECEMBER 31, 2023 The following table provides information regarding stock awards that vested during the year ended December 31, 2023 with respect to each of our named executive officers.

  82. STOCK VESTED IN CALENDAR YEAR ENDED DECEMBER 31, 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | | | (#) | ($) | | Michael J. Mazzei | 277,489 | 1,670,484 | | Andrew E. Witt | 140,406 | 845,244 | | Frank V. Saracino | 77,715 | 467,844 | | David A. Palamé | 89,489 | 538,723 |

  83. STOCK VESTED IN CALENDAR YEAR ENDED DECEMBER 31, 2023

    | (1) Based on the closing price of our common stock on the NYSE on March 15, 2023 ($6.02), the date of vesting, rounded up or down to the nearest whole dollar. |

  84. STOCK VESTED IN CALENDAR YEAR ENDED DECEMBER 31, 2023

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  85. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We may be required to make certain payments to our named executive officers in the event their services are terminated or we experience a change in control. Under the terms of the Amended Employment Agreement, dated April 30, 2021, with Mr. Mazzei and under the terms of the employment letters with each of Messrs. Witt, Saracino, and Palamé, entered into with each of the other NEOs in April 2021 in connection with the internalization, as described above under “Employment Agreements,” the amount of these payments (and whether we would be required to make them) depends on the nature of the executive’s termination. Pursuant to the form restricted stock award agreements used for awards made in 2021, 2022, and 2023 under the 2022 Plan, shares of restricted stock fully vest upon (i) the grantee’s death or “disability” (as defined in the 2022 Plan), (ii) the grantee’s “involuntary termination” (as defined in the form restricted stock award agreement) and (iii) a “change in control” (as defined in the 2022 Plan). Pursuant to the form PRSU award agreements used for 2023 awards, (i) upon the grantee’s death, “disability” (as defined in the 2022 Plan), or “involuntary termination” (as defined in the award agreement), the PRSUs remain eligible to vest following the end of the performance period based on actual performance, with respect to the sum of the number of PRSUs eligible to vest as of such grantee’s termination plus, if applicable, a pro-rated number of PRSUs, and (ii) upon an event of a “Change in Control” (as defined in the award agreement), the PRSUs will vest in connection with the Change in Control (A) at target, if equal to or less than half of the performance period has lapsed at the time such Change in Control occurs or (B) based on actual performance, if more than half the performance period has lapsed at the time such Change in Control occurs. The table below sets forth the amount that we would have been required to pay each of the NEOs under the termination events described below or upon a change in control, assuming the termination or change in control occurred on December 31, 2023.

  86. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Benefits and Payments | Without Cause or For Good Reason outside CIC Protection Period (1)(2) | Without Cause or For Good Reason during CIC Protection Period (1)(3) | For Cause or Without Good Reason | Death or Disability (4) | Change in Control (No Termination) (5) | | Michael J. Mazzei | | | | | | | Cash Severance (6) | $5,575,000 | $6,850,000 | $0 | $0 | $0 | | Accelerated Vesting of Equity Awards (7) | $5,975,042 | $5,975,042 | $0 | $5,975,042 | $5,975,042 | | Medical Benefits (8) | $0 | $0 | $0 | $0 | $0 | | Total | $11,550,042 | $12,825,042 | $0 | $5,975,042 | $5,975,042 | | Andrew E. Witt | | | | | | | Cash Severance (6) | $1,200,000 | $3,200,000 | $0 | $0 | $0 | | Accelerated Vesting of Equity Awards (7) | $2,952,713 | $2,952,713 | $0 | $2,952,713 | $2,952,713 | | Medical Benefits (8) | $36,702 | $73,403 | $0 | $0 | $0 | | Total | $4,189,414 | $6,226,116 | $0 | $2,952,713 | $2,952,713 | | Frank V. Saracino | | | | | | | Cash Severance (6) | $1,000,000 | $2,600,000 | $0 | $0 | $0 | | Accelerated Vesting of Equity Awards (7) | $1,823,633 | $1,823,633 | $0 | $1,823,633 | $1,823,633 | | Medical Benefits (8) | $49,762 | $99,524 | $0 | $0 | $0 | | Total | $2,873,395 | $4,523,157 | $0 | $1,823,633 | $1,823,633 | | David A. Palamé | | | | | | | Cash Severance (6) | $952,500 | $2,505,000 | $0 | $0 | $0 | | Accelerated Vesting of Equity Awards (7) | $1,925,837 | $1,925,837 | $0 | $1,925,837 | $1,925,837 | | Medical Benefits (8) | $31,544 | $63,088 | $0 | $0 | $0 | | Total | $2,909,881 | $4,493,925 | $0 | $1,925,837 | $1,925,837 |

  87. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) As described above under “Employment Agreements,” for this purpose, the “CIC Protection Period” means (i) for Mr. Mazzei, the one-year period following a “change in control” (as such term is defined in the 2022 Plan) and (ii) for Messrs. Witt, Saracino and Palamé, the 90-day period prior to and the one-year period following a “change in control” (as such term is defined in the 2022 Plan and severance policy). |

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  89. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (2) For Mr. Mazzei, as described above under “Employment Agreements,” amounts include (i) a lump sum cash payment equal to the product of one and one-half times (the “Severance Multiple”) his most recent base salary and target annual bonus (the “Cash Severance Payment”), (ii) a lump sum payment in respect of his bonus for the year of termination equal to his target annual bonus, prorated for the period of time worked during the year, plus (iii) full vesting of all then-outstanding and unvested LTIP Awards. For the other NEOs, as described above under “Employment Agreements,” amounts include (i) a lump sum cash severance payment equal to his annual base salary, (ii) a prorated portion of his annual target cash incentive for the year of termination based on the number of days in the year worked, (iii) full acceleration of any unvested time-based restricted stock units, (iv) vesting of any PRSUs in accordance with the terms and conditions of the applicable award agreement, plus (v) subject to his timely COBRA election, 12 months of Company-paid COBRA premiums. Such amount presumes that the prior year’s (2022) bonus payment has already been made to each individual and that Mr. Mazzei has already received his LTIP award for the year of termination. For this purpose, the 2023 PRSUs are eligible to vest and are assumed to vest and be earned at the target level. | | (3) For Mr. Mazzei, as described above under “Employment Agreements,” the amount is the same as described in footnote 2 above, except that the Severance Multiple of his Cash Severance Payment is increased to two and outstanding PRSUs will vest immediately. For the other NEOs, as described above under “Employment Agreements,” the amount is the same as described in footnote 2 above, except that (i) the lump sum cash severance payment will be equal to two times the sum of their annual base salary plus their target cash annual incentive for the year of termination, (ii) outstanding PRSUs will vest immediately (with the level of achievement determined in accordance with the applicable award agreement or, if otherwise more favorable to the applicable NEO, by the Compensation Committee or the Board as of the date of termination), and (iii) COBRA premiums will be paid for 24 months. Such amount presumes that the prior year’s (2022) bonus payment has already been made to each individual and that Mr. Mazzei has already received his LTIP award for the year of termination. For this purpose, the 2023 PRSUs are eligible to vest and are assumed to vest and be earned at the target level. | | (4) Upon an NEO’s termination of employment on account of death or “disability” (as defined in the 2022 Plan), (i) such NEO’s unvested restricted stock awards will immediately vest, and (ii) a pro-rated portion of such NEO’s unvested PRSUs will remain eligible to vest at the end of the performance period based on actual performance. For this purpose, the 2023 PRSUs are eligible to vest and are assumed to vest and be earned at the target level. | | (5) Upon a “change in control” (as defined in the 2022 Plan) in which outstanding equity awards are not assumed by our corporate successor and with respect to our January 2021, May 2022 and March 2023 time-vested awards and 2023 PRSUs, (i) all service-based vesting awards will be deemed to have fully vested effective immediately prior to the occurrence of the change in control and (ii) performance-based vesting awards will vest immediately in accordance with the terms and conditions of the award agreement. For this purpose, the 2023 PRSUs have been assumed to be eligible to vest and be earned at the target level. Except as set forth above with respect to the January 2021 and May 2022 time-vested awards and 2023 PRSUs, upon a “change in control” (as defined in the 2022 Plan) in which outstanding equity awards are assumed by our corporate successor, no accelerated vesting applies upon such event. | | (6) For purposes of the pro-rata annual cash incentive compensation for the year of termination included as part of “Cash Severance” for the first two columns, this row does not provide for any pro-ration because the applicable presumed termination date for purposes of this table is assumed to be the last day of the Company’s 2023 fiscal year. | | (7) For purposes of the value attributed to accelerated vesting of equity awards, such value is based on the number of shares vesting as a result of the applicable trigger, multiplied by the closing price of our common stock on the NYSE as of December 29, 2023, the last trading day of the fiscal year, of $7.44. | | (8) For purposes of quantifying medical benefits, such value is based on the assumptions used for financial reporting purposes under generally accepted accounting principles. |

  90. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table presents information relating to securities remaining available for future issuance under the 2022 Plan as of the fiscal year ended December 31, 2023.

  91. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options Warrants, and Rights | Number of Securities Remaining Available for Future Issuance | | Equity compensation plans approved by security holders | | | | | 2022 Plan | 384,378 (1) | — | 7,018,676 (2) | | Total | — | — | 7,018,676 |

  92. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    ____________

  93. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

    | (1) Represents the target number of 2023 PRSUs that were outstanding as of December 31, 2023. | | (2) Represents shares of our common stock remaining available for issuance as of December 31, 2023, pursuant to the 2022 Plan, without giving effect to additional shares that become available upon the future expiration, forfeiture, or cancellation of any outstanding awards after December 31, 2023. |

  94. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”), and Item 402(u) of Regulation S-K, for 2022, the median of the annual total compensation of all employees paid by the Company (other than our Chief Executive Officer), was $308,547; and the annual total compensation of Mr. Mazzei, our CEO, was $5,832,378.

  95. CHIEF EXECUTIVE OFFICER PAY RATIO

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  96. CHIEF EXECUTIVE OFFICER PAY RATIO

    Based on this information, for 2022, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 18.9 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. To identify our median employee:

  97. CHIEF EXECUTIVE OFFICER PAY RATIO

    | ⇒ | As of December 31, 2023, our employee population consisted of 54 full-time employees, including our CEO. | | ⇒ | To find the median of the annual total compensation of our employees (other than our CEO), we used each employee’s annualized year-end base salary, cash bonus earned for 2023, overtime payments, sign-on bonuses and the grant date fair value of equity compensation granted in 2023. In making this determination, we annualized base salaries for full-time permanent employees who were employed on December 31, 2023 who did not work for us the entire year. | | ⇒ | We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. | | ⇒ | After identifying the median employee, we added together all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $308,547. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table in this proxy statement, which is also in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. |

  98. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with the final rule adopted by the SEC in August 2022 implementing Section 953(a) of the Dodd-Frank Act, we are providing the following table that sets forth certain compensation measures for certain of our officers alongside certain performance metrics for the Company and certain of its industry peers. The disclosure included in this section is not incorporated by reference in Part III of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown. The following tables sets forth information concerning the compensation actually paid to (1) certain prior chief executive officers, as applicable, and (2) our CEO and the average compensation among our other NEOs compared to Company performance for the years ended December 31, 2023, 2022, 2021 and 2020.

  99. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Prior CEO 1 (Mr. Traenkle) (1)(2) | Compensation Actually Paid to Prior CEO 1 (Mr. Traenkle) (3) | Summary Compensation Table Total for Prior CEO 2 (Mr. Witt) (1)(2) | Compensation Actually Paid to Prior CEO 2 (Mr. Witt) (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (5) | Return on Average Equity (6) | | | | | | | Company Total Shareholder Return (4) | BBREIT Mortgage Index Total Shareholder Return (4) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | | 2020 | 0 | (128,079) | 0 | (115,348) | 59.28 | 77.66 | (353.3) | 6.80 |

  100. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO (Mr. Mazzei) (1) | Compensation Actually Paid to CEO (Mr. Mazzei) (3) | Average Summary Compensation Table Total for Non-CEO NEOs(1)(2) | Average Compensation Actually Paid to Non-CEO NEOs (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (5) | Return on Average Equity (6) | | | | | | | Company Total Shareholder Return (4) | BBREIT Mortgage Index Total Shareholder Return (4) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | | 2023 | 5,832,378 | 8,160,430 | 2,330,611 | 3,205,621 | 78.72 | 78.39 | 15.5 | 9.21 | | 2022 | 5,878,120 | 4,005,123 | 2,270,857 | 1,566,837 | 58.35 | 69.75 | 45.8 | 8.04 | | 2021 | 5,670,652 | 6,657,752 | 2,383,732 | 2,689,103 | 86.20 | 94.19 | (101.0) | 7.05 | | 2020 | 466,180 | 1,072,500 | 265,439 | 35,060 | 59.28 | 77.66 | (353.3) | 6.80 |

  101. PAY VERSUS PERFORMANCE

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  102. PAY VERSUS PERFORMANCE

    | (1) In 2020, we were an externally managed company and all of our named executive officers, including our CEO, were employees of our former external manager and/or affiliates thereof. Accordingly, we did not pay, award or provide any cash compensation or benefits to Mr. Kevin P. Traenkle, who served as CEO until his resignation effective February 29, 2020 (“Prior CEO 1”) or to Andrew E. Witt, who served as our interim CEO from March 1, 2020 to April 1, 2020 (“Prior CEO 2”). Michael Mazzei was appointed CEO and President effective April 1, 2020 (continuing as CEO and no longer serving as President since February 22, 2022). In 2020, the other NEOs were Neale W. Redington, our Chief Financial Officer and Treasurer, and David A. Palamé, our General Counsel and Secretary. In 2021, 2022 and 2023, the other NEOs were Andrew E. Witt, our Chief Operating Officer (and President, from and after February 22, 2022), Frank V. Saracino, our Chief Financial Officer, Treasurer and Executive Vice President, and David A. Palamé, our General Counsel, Secretary and Executive Vice President. | | (2) The values reflected in this column for 2020 reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 24 of the proxy statement of Colony Credit Real Estate, Inc. filed on March 24, 2021 (the “2021 Proxy”). See the footnotes to the SCT in the 2021 Proxy for further detail regarding the amounts in this column. | | (3) This column is computed in accordance with Item 402(v) of Regulation S-K with “Compensation Actually Paid” as a calculation that begins with the Summary Compensation Table (“SCT”) total compensation in the given year with certain adjustments prescribed by the SEC rules. Amounts for “Other NEOs” represents the average of each named executive officer (“NEO”) other than the CEO, Prior CEO 1 (“CEO P1”) or Prior CEO 2 (“CEO P2”). |

  103. PAY VERSUS PERFORMANCE

    | Name | Year | SCT Total | | SCT Stock Awards | | Year End Fair Value of Unvested Stock Awards Granted | | Year End Change In Fair Value of Prior Year Unvested Stock Awards | | Vesting Date Fair Value of Stock Awards Granted and Vested in the Same Year | | Change in Fair Value of Prior Year Stock Awards that Vested | | Fair Value of Stock Awards Forfeited | | Value of Dividends on Unvested Stock Awards | | Compensation Actually Paid | | | CEO | 2023 | | 5,832,378 | | (2,986,959) | | 4,366,960 | | 445,660 | | — | | (58,273) | | — | | 560,664 | | 8,160,430 | | | 2022 | 5,878,120 | | (3,034,851) | | 2,351,632 | | (1,440,486) | | — | | (172,666) | | — | | 423,374 | | 4,005,123 | | | | 2021 | 5,670,652 | | (3,633,700) | | 4,309,200 | | — | | — | | 157,300 | | — | | 154,300 | | 6,657,752 | | | | 2020 | 466,180 | | (466,180) | | 1,072,500 | | — | | — | | — | | — | | — | | 1,072,500 | | | CEO P1 | 2020 | 0 | | — | | — | | — | | — | | (170,770) | | — | | 42,691 | | (128,079) | | | CEO P2 | 2020 | 0 | | — | | — | | 66,131 | | — | | (55,996) | | — | | 6,779 | | (115,348) | | | NEO Average | 2023 | 2,330,611 | | (1,136,476) | | 1,661,540 | | 163,170 | | — | | (21,533) | | — | | 208,309 | | 3,205,621 | | | | 2022 | 2,270,857 | | (1,097,002) | | 850,040 | | (541,897) | | — | | (72,009) | | — | | 156,848 | | 1,566,837 | | | | 2021 | 2,383,732 | | (1,405,147) | | 1,621,080 | | 13,154 | | — | | 21,555 | | — | | 54,729 | | 2,689,103 | | | | 2020 | 265,439 | | — | | — | | (131,589) | | — | | (109,589) | | — | | 10,800 | | 35,060 | |

  104. PAY VERSUS PERFORMANCE

    | (4) Total Shareholder Return is calculated for the year ended December 31, 2020, the two-years ended December 31, 2021, the three years ended December 31, 2022 and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends over such period. The Bloomberg Real Estate Investment Trust Mortgage Index (“BBREIT Mortgage Index”) is a capitalization-weighted index of infinite life Mortgage REITs having a market capitalization of $15 million or greater. | | (5) Net Income (Loss) as determined in accordance with generally accepted accounting principles in the United States. Amounts in millions. | | (6) Return on Average Equity is defined in “Non-GAAP Financial Measures” below. |

  105. PAY VERSUS PERFORMANCE

    The graphs below reflect the relationship between “Compensation Actually Paid” to our Chief Executive Officer and the average compensation actually paid among other Named Executive Officers and (i) Total Shareholder Return (of our Company and the BBREIT Mortgage Index), (ii) Net Income, and (iii) Return on Average Equity (“ROAE”).

  106. PAY VERSUS PERFORMANCE

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  107. 2020-2023 Compensation Actually Paid and Total Shareholder Return

    2020-2023 Compensation Actually Paid and Total Shareholder Return

  108. 2020-2023 Compensation Actually Paid and Total Shareholder Return

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  109. 2020-2023 Compensation Actually Paid and Return on Average Equity

    2020-2023 Compensation Actually Paid and Return on Average Equity The Compensation Committee considers certain financial performance metrics, along with other quantitative, qualitative and individual performance measures in determining the appropriate compensation for NEOs. In the Company’s assessment, the following list of performance measures represent the most important measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company Performance: ⇒ return on average equity; ⇒ adjusted distributable earnings; and ⇒ total dividends paid to stockholders.