The Committee generally identifies nominees by first assessing whether the current members of the Board continue to provide the appropriate mix of knowledge, skills, judgment, experience, diversity and other qualities necessary to the Board’s ability to oversee and guide the business and affairs of the organization. The Board generally nominates for re-election current members of the Board who are willing to continue in service, collectively satisfy the criteria listed above and are available to devote enough time and attention to the affairs of the organization. When the Committee seeks new candidates for director roles, it seeks individuals with qualifications that will complement or enhance the experience, skills, diversity and ~~attributes~~perspectives of the other members of the Board. The full Board (1) considers candidates that the Committee recommends; (2) considers the optimum size of the Board; (3) determines how to address any vacancies on the Board; and ~~as a whole, reflects an appropriate diversity~~(4) determines the composition of ~~background, experience and perspectives.~~ all Board committees.

We believe ~~that the~~our director nominees ~~for election as a director have the qualifications necessary~~are well-equipped to ~~ensure that we are taking appropriate steps to~~oversee management and address the complex issues confronting ~~us in a challenging business~~iStar as it continues to focus on key strategic objectives, including:

○

sustaining and ~~economic environment. The nominees for election as a director have held~~increasing our market leadership ~~positions in business (and in particular the real estate, investment and financial services business sectors), finance and academia over an extended period of time. Each~~ of the nominees has demonstrated a long record of professional integrity, intellectual acumen, analytic skills, a strong work ethic and the ability to maintain a constructive environment for discussion of matters considered by our board. Additionally, all of our directors have experience as board members of a diverse range of public and private companies.ground lease sector

~~Director Nominees~~

~~Jay Sugarman~~○ has served as a director of iStar Inc. (and our predecessor) since 1996 and chief executive officer since 1997. Prior to forming iStar Inc. and its predecessors, Mr. Sugarman managed private investment funds on behalf of the Burden family (a branch of the Vanderbilt family) and the Ziff family. Mr. Sugarman received his undergraduate degree ~~summa cum laude~~ from Princeton University, where he was nominated for valedictorian and received the Paul Volcker Award in Economics, and his M.B.A. with high distinction from Harvard Business School, graduating as a Baker Scholar and recipient of the school’s academic prizes for both finance and marketing. As founder of iStar Inc. and chief executive officer since 1997, Mr. Sugarman has demonstrated the leadership skills and extensive executive experience across a broad range of investment, financial and operational matters that are necessary to lead iStar, a fully‑integrated finance and investment company focused on the commercial real estate industry.

~~Clifford De Souza~~ is the newest member of our board, having served as one of our directors since July 2015. Mr. De Souza is a member of our Audit Committee. Previously, he was chairman of the board of directors and head of international business at Mitsubishi UFJ Securities International, or Mitsubishi, from 2012 to 2014 and served as its chief executive officer from 2008 to 2012. At Mitsubishi, Mr. De Souza was responsible for its securities and investment banking operations and served as the global head of fixed income and commodities for its securities business. From 2005 to 2007, Mr. De Souza served as the chief executive officer and chief investment officer of EMG Investment Management where he managed and developed an alternative asset management business. From 2001 to 2004, Mr. De Souza served as the head of the hedge fund group at Citigroup Alternative Investment where he managed over $40 billion in private equity, real estate, structured product and hedge fund assets. From 1995 to 2000, Mr. De Souza served as global co-head of the UBS Emerging Markets Debt and Currency Trading Franchise where he directed its global secondary debt, derivative, local instrument and foreign exchange trading functions. He holds a B.A. in Physics from the University of Cambridge and a Ph.D. in Theoretical Physics from the University of Maryland. Mr. De Souza’s qualifications for election to our board include his experience as chairman and chief executive officer at Mitsubishi, his involvement and experience leading and developing the management of complex businesses and his in-depth expertise as an investor and allocator of capital.

~~Robert W. Holman, Jr.~~ has served as one of our directors since 1999. He is chairman of our Compensation Committee and a member of our Nominating and Governance Committee. Mr. Holman was co‑founder of TriNet Corporate Realty Trust, Inc., or TriNet, a NYSE‑listed company that we acquired in 1999, and served as its chief executive officer and chairman of the board. He was chief executive officer and chairman of TriNet’s predecessor, Holman/Shidler Corporate Capital, Inc., for ten years. He has structured, acquired, financed and managed several billion dollars of commercial and corporate assets in 40 states and Canada. Mr. Holman co‑founded and was a senior executive and director of Watkins Pacific Corporation, a public multi‑national conglomerate. Mr. Holman currently serves as a director and member of the audit and investment committees of the Parasol Tahoe Community Foundation. Mr. Holman has previously served as a director of Amerivest Properties, Inc., an American Stock Exchange‑listed company, and as a senior executive, director, owner or board advisor for investment and operating companies in the United States, Great Britain, Australia and Mexico. He holds a B.A. degree in international economics from the University of California at Berkeley, an M.A. degree with honors from Lancaster University in England, where he was a British Council Fellow, and did post‑graduate work at Harvard University where he was awarded a Loeb Fellowship. Mr. Holman’s experience as a founder, chief executive and director of TriNet, a public real estate investment firm focused on corporate tenant leasing that remains a key aspect ofsimplifying our business ~~his involvement in leadership capacities in other companies and~~by continuing to monetize our legacy assets

○

strengthening our balance sheet to enhance liquidity and flexibility

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Candidates for Election as Director

					Jay Sugarman			Chairman and Chief Executive Officer, iStar Inc. and Safehold Inc.
					Chairman and Director since 1996 Age 60			iStar Board Leadership Roles Chairman

Education

Princeton University, B.A.

○

Paul Volcker Award in Economics; summa cum laude; valedictorian nominee

Harvard Business School, M.B.A.

○

Baker Scholar; Loeb Award in Finance; Copeland Award and Gillette Prize in Marketing

Other Public Company Boards

○

Safehold Inc.

Select Business Experience

iStar Inc.

○

Chairman & CEO

Safehold Inc., the first public company focused on ground lease investments

○

Chairman & CEO, June 2017 to present

Select Skills and Qualifications

Business Development & Strategy

○

Experience building two public companies from inception as founder and chief executive officer of both iStar and Safehold

Senior Leadership

○

Serves as CEO of iStar and Safehold, bringing financial, operational and real estate expertise to the Board

Investing

○

Prior to founding iStar, managed private investment funds on behalf of several high net worth families

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~~organizations engaged in a broad range of business, finance and investment activities and his experience as a private investor all bring valuable skills and qualifications to our board.~~

					Clifford De Souza			Retired Chief Executive Officer, MUFG Securities International
					Independent Director since 2015 Age 60			iStar Board Leadership Roles Audit Committee Chair Nominating and Governance Committee Member

Education

Cambridge University, B.A.
University of Maryland, Ph.D.

Other Public Company Boards

○

None

Select Business Experience

MUFG Securities International

○

Chairman & Head of International Business London, NY, HK, Singapore,

○

CEO London

Citigroup Alternative Investments

○

CIO Multi Strategy Hedge Fund Group

○

Leadership Team—Hedge Fund, Private Equity, Real Estate, and Structured Products

UBS/SBC Warburg Dillon Read

○

Global Head Emerging Markets

Select Skills and Qualifications

Capital Markets, Business Development, Strategy and Risk Management

○

At MUFG Securities International, responsible for all international securities and investment banking operations including Capital Markets, Secondary Trading, Technology and Operations

○

At Citigroup, managed over $40 billion in private equity, real estate, structured product, and hedge fund assets

Public Company Executive and Director/Senior Leadership Experience

○

Chairman—New York, Hong Kong and London MUFG Securities International entities, Director NY entity

○

CEO—London and New York entities

Finance/Accounting

○

All senior roles required experience with balance sheets, finance and accounting practice

~~Robin Josephs~~ has served as one of our directors since 1998. Ms. Josephs serves as our Lead Director, with duties that include presiding at all executive sessions of the independent directors and serving as principal liaison between the chairman and the independent directors. Ms. Josephs is chair of our

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					David Eisenberg			Founder and Managing Director, Zigg Capital
					Independent Director since 2020 Age 37			iStar Board Leadership Roles Compensation Committee Member Investment Committee Member

Education

Harvard University, A.B.

Select Business Experience

Zigg Capital, a proptech venture capital fund focused on the real estate and construction industries

○

Founder & Managing Director, since 2018

CBRE

○

Global SVP of Technology, 2017-2018

Floored

○

Founder and Chief Executive Officer, 2012-2017

Select Skills and Qualifications

Business Development & Strategy

○

Founding member and member of senior leadership of several technology, real estate and investment firms

Senior Leadership

○

Founder and Managing Director of venture capital fund

○

Senior technology executive of global full-service real estate services and investment firm

○

CEO of technology company

Investing

○

Experienced investor in real estate and construction industries since 2010

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					Robin Josephs			Former Managing Director, Starwood Capital Group
					Lead Independent Director Independent Director since 1998 Age 62			iStar Board Leadership Roles Nominating and Governance Committee Chair Compensation Committee Member

Education

The Wharton School at the University of Pennsylvania, B.S.

○

Phi Beta Kappa; magna cum laude

Columbia Business School, M.B.A

Other Public Company Boards

○

Safehold Inc. (NYSE: SAFE)

○

MFA Financial, Inc. (NYSE: MFA)

○

SVF Investment Corp. 2 (NASDAQ: SVFB)

Prior Board Memberships

○

Plum Creek Timber Company

○

QuinStreet, Inc.

Select Business Experience

Starwood Capital Group, a private equity firm specializing in real estate

○

Managing Director, 2005 to 2007

Goldman Sachs & Co.

○

Vice President, Real Estate and Equity Capital Markets, 1986 to 1996

Select Skills and Qualifications

Finance / Accounting

○

Investment banking and private equity background from roles at Goldman Sachs and Starwood Capital

Capital Markets

○

Experience as VP of Capital Markets at Goldman Sachs

Real Estate

○

At Starwood Capital Group, evaluated and managed numerous real estate investments

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					Richard Lieb			Senior Advisor, Greenhill & Co., LLC
					Independent Director since 2019 Age 62			iStar Board Leadership Roles Investment Committee Chair Audit Committee Member

Education

Wesleyan University, B.A.

○

Phi Beta Kappa

Harvard Business School, M.B.A

Other Public Company Boards

○

AvalonBay Communities, Inc.

○

Orion Office REIT

Prior Board Memberships

○

CBL Properties, Inc

○

VEREIT, Inc.

Select Business Experience

Greenhill & Co.

○

Senior Advisor, 2018 to Present

○

CFO, 2008 to 2012

○

Chairman of Real Estate, 2005 to 2018

Goldman Sachs & Co.

○

Head of Real Estate Investment Banking, 2000 to 2005

Select Skills and Qualifications

Finance / Accounting

○

Served as Greenhill’s CFO from 2008 to 2012

Real Estate

○

More than 30 years of experience focusing on advisory opportunities in the real estate industry

○

Work has covered the full range of investment banking services for nearly all property sectors, including strategic advisories, IPOs and other securities offerings, asset purchases and sales, property financings, restructurings and M&A

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					Barry Ridings			Senior Advisor, Lazard Frères & Co. LLC and Chairman, LMDC Holdings LLC
					Independent Director since 2011 Age 70			iStar Board Leadership Roles Compensation Committee Chair Audit Committee Member

Education

Colgate University, B.A.
Cornell University, Johnson Graduate
School of Management, M.B.A

Other Public Company Boards

○

Siem Industries, S.A.

○

Siem Offshore Inc.

Select Business Experience

Lazard Frères & Co.

○

Senior Advisor, 2015 to Present

○

Chairman and CEO of LMDC Holdings, 2006 to Present

○

Chairman and CEO of Lazard Capital Markets, 2006 to 2014

○

Chairman of LAI Holdings (private equity, technology and real estate funds), 2006 to Present

○

Vice Chairman of U.S. Investment Banking, 2005 to 2015

○

Co-head of Restructuring, 1999 to 2015

○

Chairman of Lazard Middle Market LLC, 2007 to 2019

○

Fairness Opinion Committee member, 1999 to 2015

Other Current Engagements

○

Member of the Advisory Council, Cornell University Johnson Graduate School of Management

○

Director, Catholic Charities of the Archdiocese of New York

Select Skills and Qualifications

Finance / Accounting

○

Over 40 years of experience in investment banking and restructuring at Lazard and BT Alex Brown

Capital Markets

○

As former Chairman of Lazard Capital Markets, advised on the underwriting of equity and debt offerings, as well as securities trading

○

Extensive experience in initial public offerings, secondary stock offerings, debt offerings, opinion letters and mergers and acquisitions

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Corporate Governance Committee and a member of our Compensation Committee. 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. Previously, Ms. Josephs was a senior executive with Goldman Sachs & Co. in various capacities. 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, and as a director and member of the audit committee and compensation committee of QuinStreet, Inc. (NASDAQ: QNST), a vertical marketing and online media company. Ms. Josephs previously served until 2016 as a director and member of the audit and compensation committees of Plum Creek Timber Company, Inc. (NYSE: PCL), which conducted operations in the land, wood products, natural resource and energy businesses. 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’ employment as an investment banking professional brings valuable knowledge of finance and capital markets to our board. Her background working as a managing director of Starwood Capital Group, where she evaluated and managed numerous real estate investments, adds knowledge and expertise in this area of vital importance to our company. Ms. Josephs’ extensive experience as a director of public companies also brings to our board valuable skills and insights into the governance of real estate, investment and operating companies.

~~John G. McDonald~~ has served as one of our directors since 1999. Previously, Professor McDonald served as a director of TriNet from 1993 until we acquired TriNet in 1999. Professor McDonald is a member of our Nominating and Governance Committee and our Compensation Committee. He is the Stanford Investors Professor of Finance in the Graduate School of Business at Stanford University, where he has taught since 1968. Professor McDonald has taught M.B.A. courses and executive programs in subject areas including investment management, private equity, venture capital and corporate finance. He currently serves as a director, a member of the audit committee and chairman of the compensation committee of QuinStreet, Inc. (NASDAQ: QNST), a vertical marketing and online media company. Professor McDonald previously served until 2016 as a director, chairman of the audit committee and a member of the corporate governance and nominating committee of Plum Creek Timber Company, Inc. (NYSE: PCL), until 2014 as a director of Scholastic Corporation (NASDAQ: SCHL), a global children’s publishing, education and media company, until 2012 as a director of 13 mutual funds managed by Capital Research and Management Company, and until 2010 as a director of Varian, Inc. Professor McDonald is an internationally noted finance and investment expert. His background and expertise in equity markets, investment and financial management, entrepreneurial finance, and private equity investing and asset management brings to the board a keen understanding of the investor’s perspective of our company and its operations. Professor McDonald is standing for re-election at the 2016 annual meeting and has stated that he will retire as a director on December 31, 2016, following more than 17 years of service on our Board.

~~Dale Anne Reiss~~ has served as one of our directors since 2008. Ms. Reiss is chair of our Audit Committee. Until her retirement in 2008, she served as Global and Americas Director of Real Estate at Ernst & Young LLP, was a Senior Partner there from 1995 through 2008, and subsequently was a senior consultant to the Global Real Estate Center of Ernst & Young LLP from 2008 to 2011. Ms. Reiss serves as Senior Managing Director of Brock Capital Group LLC and Chairperson of Brock Real Estate LLC, its equity and mezzanine financing arm, as well as Managing Director of Artemis Advisors, LLC. Ms. Reiss currently serves as a director and chair of the audit committee of Tutor Perini Corporation (NYSE:TPC), a leading civil and building construction company, as a director and a member of the audit committee of CYS Investments, Inc. (NYSE: CYS), a specialty finance company that invests in residential mortgage‑backed securities, and as a director, chair of the ~~compensation committee and a member of the nominating and governance and executive committees~~ ~~of Care Capital Properties, Inc., a healthcare real estate investment trust with a diversified portfolio of triple-net leased properties~~. ~~Ms. Reiss also serves~~ ~~on the boards of Educational Housing Services, Inc., the Guttmacher Institute and the Police Pension Board of the City of Sanibel, FL.~~ She is a former member of the boards of directors of Post Properties, Inc., where she also served on the audit committee, the Pension Real Estate Association, and ULI-the Urban Land Institute, where she continues to serve as a governor. Ms. Reiss is a Certified Public Accountant. She received a B.S. from the Illinois Institute of Technology and an M.B.A. from the University of Chicago. Ms. Reiss’ qualifications for election to our board include extensive expertise in financial and accounting

matters from her experience over an extended period at several major public accounting firms, her leadership experience in management and operations at those firms and her experience as a director of other public and private companies.

~~Barry W. Ridings~~ has served as one of our directors since 2011. He is a member of our Audit Committee and our Compensation Committee. Mr. Ridings is Vice Chairman of U.S. Investment Banking of Lazard Frères & Co. LLC, where he has been employed since 1999. He serves as Chairman of LMDC Holdings LLC and Chairman of Lazard Middle Market LLC. Mr. Ridings served as Managing Director of BT Alex Brown from 1990 to 1999. He has over 40 years of experience in debt and equity offerings, mergers and acquisitions and corporate restructurings. Mr. Ridings serves as a director of Siem Industries Inc., a company with interests in oil, gas and shipping, and Ultrapetrol (Bahamas) Limited (NASDAQ:ULTR), an industrial transportation company that provides marine transportation. He serves on the Advisory Council for the Cornell University Johnson Graduate School of Business. He serves as a trustee of the Mu of Delta Kappa Epsilon Foundation, a charitable fraternal organization associated with Colgate University, a trustee of The Montclair Kimberley Academy and a director of the Catholic Charities of the Archdiocese of New York. Mr. Ridings has a B.A. in Religion from Colgate University and an M.B.A. in Finance from Cornell University. Mr. Ridings’ distinguished career in the finance industry, his experience in helping companies access debt and equity capital and navigate challenging market conditions and his service as a director of other public and private companies demonstrate the valuable skills and attributes Mr. Ridings brings to our board.

~~INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES~~

Board Leadership Structure

~~Our board has~~In determining the ~~authority to select the~~appropriate Board leadership structure it ~~considers appropriate for us. In making leadership structure determinations, the board considers many factors, including the specific needs of our business and what is~~believes will be in the best interests of ~~our shareholders.~~ the organization and shareholders, the Board takes into account a variety of factors, including the business circumstances and needs at a given time. These positions may be held by one individual or by two different individuals. If the Chairman is not an independent director, the Board will designate a lead independent director.

Our current leadership structure consists of a combined ~~chairman~~Chairman of the ~~board~~Board and ~~chief executive officer~~Chief Executive Officer position, aan independent lead ~~independent~~ director, ~~or Lead Director,~~ an active, involved and ~~involved board, a majority~~independent set of ~~which consists of independent~~ directors, and board committees chaired by independent directors.

~~Under our bylaws, the chairman~~Role of the ~~board presides over~~Chairman

Our Board of Directors continues to believe it is in our best interests to have Mr. Sugarman serve as Chairman of our Board of Directors and Chief Executive Officer. When combined with the ~~meetings~~current composition of the ~~board~~Board, the use of a lead independent director, and of the ~~shareholders. The chairman of the board shall perform such~~ other ~~duties as may be assigned to him by the board of directors. The chief executive officer has general responsibility for implementation~~elements of our ~~policies, as determined by~~corporate governance structure, the ~~board,~~combined CEO and ~~for the management~~Chairman position strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs. ~~Jay~~

Mr. Sugarman ~~serves~~is an experienced real estate executive and long-time employee with years of board experience. As CEO he has the primary responsibility of developing corporate strategy and managing our day-to-day business operations. As a Board member, he understands the responsibilities and duties of a director and is well positioned to (1) chair regular Board meetings; (2) provide direction to management regarding the needs, interests and opinions of the Board; and (3) help ensure that key business issues and shareholder matters are brought to the attention of the Board. As both CEO and Chairman, Mr. Sugarman promotes unified leadership and direction for the Board and management. In addition, strong corporate governance structure and process ensures our independent directors will continue to effectively oversee management and key issues such as ~~both chairman~~strategy, risk and integrity. Board committees are comprised solely of independent directors. As such, independent directors oversee critical matters, including the integrity of our financial statements, the compensation of our CEO and management executives, management succession planning, financial commitments for capital projects, the selection and annual evaluation of directors, and the development and implementation of corporate governance and corporate responsibility programs.

Our Board and each Board committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as appropriate. The non-employee directors, all of whom are independent within the meaning of the NYSE listing standards, meet in executive session without management either before or after regularly scheduled Board and Board committee meetings to discuss various issues and matters including the effectiveness of management, as well as our performance and strategic plans.

Corporate Governance ● Board Leadership Structure

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Role of the Lead Director

Every year, the independent members of the board ~~and chief executive officer.~~

~~Our board, by vote of its independent members, designates a Lead Director from among the independent directors, whose duties include the following:~~

~~Preside at all meetings of the board at which the chairman is not present and all executive sessions of the independent directors;~~

~~Serve as principal liaison between the chairman and the independent directors;~~

~~Approve agendas for board meetings;~~

~~Approve information presented to the board;~~

~~Approve the schedule of meetings of the board to assure that there is sufficient time for discussion of agenda items;~~

~~Call meetings of the independent directors, if deemed necessary or appropriate by the Lead Director;~~

~~If requested by major shareholders, be available for consultation and direct communication with major shareholders and their representatives; and~~

~~Such other duties as the board may determine from time to time.~~

~~Robin Josephs currently serves as our Lead Director.~~

The board believes that this leadership structure - a combined chairman and chief executive officer, a lead independent director, active and involved independent directors, and board committees led by independent directors - is the most appropriate and effective arrangement for us at this time. Due to the varied and complex nature of our business, the board believes the chief executive officer is in the best position to serve in the critical role of chairman of the board and lead us and the board effectively. Having a chairman who also serves as chief executive officer facilitates timely

communication with directors on critical business matters. The board believes that leadership of both the board and the company by Mr. Sugarman is the optimal structure to guide us and maintain the focus needed to achieve our business goals, while also providing for effective oversight by an independent board throughelect an independent lead director. Robin Josephs is currently designated as our lead independent director and, in that role, is responsible for the following duties:

○

Presides at all meetings of the Board at which the Chairman is
not present and all executive sessions of the independent directors

○

Acts as advisor to CEO and direct liaison between CEO
and independent directors

○

Plans, reviews, and approves Board meeting agendas and information presented to the Board

○

Calls meetings of the independent directors as appropriate

○

Contributes to annual CEO performance review and assists with succession planning

○

Consults the Nominating and Governance Committee on the Board’s evaluation process

○

Participates in consultations and direct communication with major shareholders and their representatives when appropriate

○

Performs such other duties as the Board may determine from time to time

The ~~board also believes~~lead independent director is selected from among the ~~current board leadership structure functions very well and provides an effective balance between strong company leadership and appropriate oversight by independent~~non-employee directors. The ~~board recognizes that circumstances may change, however,~~Nominating and ~~will periodically review its leadership structure.~~Governance Committee and management discuss candidates for the lead independent director position, and consider many of the same types of criteria as candidates for the chair of other Board committees including:

~~No Staggered~~○

Tenure

○

Previous service as a Board committee chair

○

Diverse experience

○

Participation in and contributions to activities of the Board

~~All of our directors are elected annually.~~

○

Ability and willingness to commit adequate time to the role

Board ~~Composition~~Refreshment

The Nominating and Governance Committee regularly assesses the size and composition of our board to help ensure that our board functions in an effective manner given the size, diversity and complexity of our business and the range of business segments and markets in which we operate. The committee believes it is important to have a mix of experienced directors with a deep understanding of our business and others who bring fresh perspectives. The committee ~~engages in discussions of potential additions to our~~discusses board refreshment on an ongoing basis. In ~~seeking to maintain an engaged, independent board possessing broad experience~~addition, the Nominating and ~~judgment~~Governance Committee regularly assesses the size and ~~committed to representing the long‑term interests~~composition of our ~~shareholders,~~Board to help ensure that the Board functions effectively given the size, diversity and complexity of our business and the range of business segments and markets in which we operate. The committee believes the current size and balance of tenure (see “Board Highlights” above) of the Board are appropriate considering the need for our directors to communicate and act efficiently, the time commitment required of our directors and the nature of our strategic plans.

We recognize the value of nominating individuals who will bring a variety of diverse opinions, perspectives, skills, experiences, backgrounds and orientations to the Board’s discussions and decision-making processes. An overriding principle is that all nominations to the Board should be based on merit and suitability of the candidate. Subject to those considerations, the Board recognizes the need to consider director candidates from different backgrounds. The charter of the Nominating and Governance Committee identifies diversity as one factor the committee ~~takes into account~~may consider when nominating a candidate for election to the ~~various~~Board. To that end, the committee strives for diversity not just in terms of innate factors ~~described~~like gender, race and age, but also in the categories of background, experience, skills, accomplishments, personal qualities and specific traits that would contribute to our Board.

As noted above in ~~the section of this proxy statement captioned “ELECTION OF DIRECTORS-Director~~“Director Nominations and Qualifications”~~. Mr. De Souza joined~~, our ~~board in July 2015 following a determination by the committee~~Board has committed that, ~~his background, skills and experience would provide valuable perspectives~~when considering potential additions to our ~~board~~Board, the recruitment plan shall adequately ensure consideration of a diverse candidate pool based on race, gender and ~~enhance our~~other groups that have been historically underrepresented on corporate ~~governance.~~boards.

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Director Independence

Our ~~board~~Corporate Governance Guidelines require that a majority of the Board consist of directors who the Board has determined are independent. Our Board has determined that all of our current directors, other than our ~~chairman~~Chairman and ~~chief executive officer,~~Chief Executive Officer, are independent. Specifically, each of the following non-employee director nominees qualifies as independent under NYSE rules and satisfies our independence standards: Clifford De Souza, David Eisenberg, Robin Josephs, Richard Lieb and Barry Ridings.

In determining director independence, the ~~board~~Board considers all relevant facts and circumstances, ~~and the NYSE~~as well as New York Stock Exchange (NYSE) listing standards. Under the NYSE listing standards, no director qualifies as independent unless the ~~board~~Board affirmatively determines that the director has no material relationship with ~~us,~~iStar, either directly or as a partner, stockholder, or officer of an organization that has a relationship with us. In addition, the Board has adopted the following standards to assist them in determining director independence:

○

The director is not an iStar employee and no member of the director’s immediate family is an executive officer of iStar, currently or within the preceding 36 months. For purposes of these standards, “immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the person’s home.

○

The director is not a current partner or employee of a firm that is iStar’s internal or external auditor. No member of the director’s immediate family is a current partner of such firm, or an employee of such a firm and personally works on the iStar audit. Neither the director nor any member of his or her immediate family was within the last three years a partner or employee of such a firm and personally worked on iStar’s audit within that time.

○

The director does not serve as an executive officer of a charitable or non-profit organization to which iStar has made contributions that, in any of the last three fiscal years, exceed the greater of $1 million or 2% of the charitable or non-profit organization’s consolidated gross revenues.

○

Neither the director nor a member of the director’s immediate family is employed as an executive officer (and has not been employed for the preceding 36 months) by another company where any of iStar’s present executive officers serves or served on that company’s compensation committee.

The Nominating and Governance Committee ensures that there is a review of each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the organization. With respect to each non-employee director, the Committee has determined that either the director was not providing goods or services to us or the amounts involved were below the monetary thresholds set forth in the independence standards noted above.

No arrangement or understanding exists between any director and any other person or entity pursuant to which any director was, or is, to be selected as a director or nominee.

Nominations by Shareholders

The Nominating and Governance Committee is responsible for recruiting new directors. To contribute to that process, the committee may solicit and consider suggestions regarding possible nominees from current directors, management, or shareholders. In addition, we may retain professional search firms or consultants to help us identify potential directors with desired skills and disciplines.

Shareholder nominations for election to the Board should be sent to the attention of our Corporate Secretary at the address provided under “Communications with the Board.” This correspondence should describe the candidate’s qualifications and include the candidate’s written statement of willingness and affirmative desire to serve as a director and to represent the interests of all shareholders. Shareholders also may nominate candidates directly by following the procedures specified in our bylaws for nominations and other shareholder proposals. See “When are shareholder proposals due for the 2023 annual meeting?” in this proxy statement.

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Candidates proposed by shareholders will be considered in the same manner and using the same criteria as candidates identified by the Nominating and Governance Committee.

Board’s Role in Risk Oversight

Due to the nature of our business, it is not possible or desirable to eliminate risk from our activities. Instead, we believe our focus should be on identifying, pricing, managing and monitoring risk, with the objective of achieving attractive, long-term, risk-adjusted returns. We have robust internal processes and a strong internal control environment designed to identify, manage, and mitigate material risks and to keep the Board and its committees informed with respect to risk management matters.

The Board’s role in risk oversight is consistent with our leadership structure generally.

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The Board and its committees receive regular reports from members of senior management, outside auditors and internal audit firm on areas of material risk—including operational, IT, ESG compliance, financial, legal, regulatory, strategic and reputational risk—in order to review and understand risk identification, risk management and risk mitigation strategies.

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The Board and management are focused on risk management issues pertaining to our information systems and technology, including cybersecurity. Management is pursuing initiatives intended to identify and, if necessary, remediate weaknesses in our information security; enhance our internal cyber awareness training programs; and improve access to key information for the purpose of promoting operational efficiencies in data management. Management reports regularly to the Board on the status of these initiatives. See Page 25.

The Board and management are also focused on risk management pertaining to environmental, social and governance issues, including human capital issues. At the management level, we have formed an ESG Advisory Council and a Cultural Equity Council, each of which is designed to guide our development of policies, initiatives and objectives in these areas and monitor our progress in achieving our objectives. Our management is responsible for identifying and reporting material ESG and human capital risks to the Board. The Board, through the Nominating and Governance Committee and our Compensation Committee, exercises oversight of our identification, monitoring and management of material ESG and human capital risks. Our 2021 Corporate Sustainability Report provides an overview of our approach to sustainability and ESG issues. See page 24.

Board Evaluation Process

To ensure the effectiveness of the Board as a whole and ~~Committee Annual Assessments~~

~~Our~~its committees, our directors engage in an annual assessment of ~~the board~~Board and committee ~~performance, for~~performance. For the purpose of ~~increasing~~ensuring the effectiveness of the ~~board~~Board as a whole and its ~~committees. An~~committees, an independent ~~party~~third-party interviews each director individually on a wide range of topics ~~relating~~including:

○

the involvement of the Board in issues material to the company

○

board and committee structure and composition

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communications between management, the Board, and its committees

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information furnished to the ~~board,~~ Board

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the ~~board’s~~Board’s relationship with management ~~and~~

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the effectiveness of the ~~board~~Board and its ~~committees, and then~~committees.

The independent third-party typically summarizes the individual comments and assessments in an oral report to the ~~board~~Board in executive session. The ~~board~~Board utilizes the results of this process to help refine and improve the operations of the ~~board~~Board and its committees. In 2021, the annual assessment occurred during the first quarter and results were reported to our executive leadership and our Lead Director.

Areas in which the recent Board and committee evaluations have led to further focus and enhancement include: additional presentations on various topics, improved organization of board materials for greater efficiency and effectiveness, continued focus on risk management with an emphasis on forward looking issues and continued focus on human capital.

Board Meetings Held during ~~2015~~2021

During ~~the fiscal year ended December 31, 2015,~~2021, the board held 9ten meetings, ~~including meetings held~~either in person ~~and~~or by telephone conference call. ~~All directors~~Directors are expected to attend a majority of the ~~board~~Board meetings. All nominees for election as directors attended ~~at least 75%~~100% of all ~~of the board~~Board meetings and applicable committee ~~meetings. In addition, all~~meetings held during 2021. The Board also acts by unanimous written consent in appropriate circumstances. All of ~~the~~our current directors ~~who~~ were ~~elected~~present at the ~~2015~~2021 annual meeting and were ~~present in person or by conference telephone call~~re-elected at that ~~annual~~ meeting.

Executive Sessions

Our ~~board~~Board of ~~directors meets~~Directors meet in executive session at least quarterly without management present. ~~Our audit committee~~The Audit Committee also meets in executive session at least quarterly, without management present, with representatives of

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our independent registered public accounting firm and with representatives ~~with~~of the accounting firm engaged to assist us in the preparation of our documentation, testing, and evaluation of internal controls over financial reporting.

~~Committees Established by the Board~~

Our board has standing Audit, Compensation and Nominating and Governance Committees. These standing committees are comprised entirely of independent directors. Our board appoints special committees from time to time, as deemed necessary or appropriate.

~~Audit Committee~~

The Audit Committee is responsible for, among other things, retaining or dismissing our independent registered public accounting firm, reviewing with the auditors the plan and scope of the audit and audit fees, monitoring the adequacy of reporting and internal controls and meeting periodically with management and our independent registered public accounting firm.

As of the date of this proxy statement, the members of the Audit Committee are Dale Anne Reiss (chair), Clifford De Souza and Barry W. Ridings. The board has determined that each of the current members of the Audit Committee is independent, as defined by the Audit Committee’s charter and the NYSE listing standards, and that the chair of the committee qualifies as an “audit committee financial expert” as defined by the SEC. In addition, the board has determined that each of the current members of the Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE. The Audit Committee met 8 times during 2015, including meetings held in person and by telephone conference call.

~~Compensation Committee~~

~~The Compensation Committee is responsible for overseeing our executive compensation programs. The principal responsibilities of the committee are:~~

To review management’s recommendations and advise management and the board on broad compensation programs and policies such as salary ranges, annual incentive bonuses and long‑term incentive plans, including equity‑based compensation programs, as well as other group benefit programs offered to employees generally.

To approve performance objectives that may be established for our senior executives and evaluate the performance of such executives relative to these objectives in connection with the committee’s overall review of executive compensation.

To approve, either as a committee or together with the other independent directors based on a recommendation of the committee, the base salary, annual incentive awards, long‑term incentive awards and other compensation for our chief executive officer.

To approve base salaries, annual incentive awards, long‑term incentive awards and other compensation for our other officers and employees with base salaries in excess of $200,000 per year (which include all officers who are subject to Section 16(b) of the Securities Exchange Act of 1934, as amended).

~~To administer the issuance of any award under our long‑term incentive plans and other equity compensation programs.~~

~~To retain and oversee third party consultants to assist with the committee’s activities, from time to time.~~

~~To oversee our performance evaluation practices and procedures.~~

~~To consider and evaluate “Say on Pay” resolutions and recommend to the board the frequency with which “Say on Pay” resolutions should be voted on by the shareholders.~~

~~To perform such other duties and responsibilities pertaining to compensation matters as may be assigned to the committee by the board.~~

~~To review the Compensation Discussion and Analysis and recommend to the full board that it be included in our proxy statement.~~

As of the date of this proxy statement, the members of the Compensation Committee are Robert W. Holman, Jr. (chairman), Robin Josephs, John G. McDonald and Barry W. Ridings. Each of the current members of the Compensation Committee is independent as defined by the Compensation Committee’s charter and the NYSE listing standards. The

~~Compensation Committee met 8 times during 2015, including meetings held in person and by telephone conference call.~~

~~Nominating and Governance Committee~~

The Nominating and Governance Committee is responsible for, among other things, considering and recommending actions relating to corporate governance matters. In addition, the committee considers and recommends to the board individuals to serve as our directors and executive officers. In making such recommendations, the committee considers such factors as it deems appropriate. These factors may include judgment, skill and experience with businesses and other organizations comparable to us. The charter of our Nominating and Governance Committee also identifies diversity as one factor which the committee may consider when nominating a candidate for election to the board. Diversity includes not only factors such as gender, race and age, but also background, experience, skills, accomplishments, personal qualities and other traits desirable in achieving an appropriate mix of qualified individuals.

The Nominating and Governance Committee may solicit and consider suggestions of the directors or management regarding possible nominees, may consider nominees suggested by shareholders and generally shall guide the process of recruiting new directors. The committee may employ professional search firms or consultants to assist us in identifying potential members of the board with the desired skills and disciplines. Nominations made by shareholders should be made in accordance with the procedures set forth below in this section under “Shareholder Nominations for the Board.” Candidates proposed by shareholders will be considered using the same criteria and in the same manner as all other candidates are considered.

As of the date of this proxy statement, the members of the Nominating and Governance Committee are Robin Josephs (chair), Robert W. Holman, Jr. and John G. McDonald. Each of the current members of the Nominating and Governance Committee is independent as defined by the applicable NYSE listing standards. The Nominating and Governance Committee met 5 times during 2015, including meetings held in person and by telephone conference call.

~~Committee Charters~~

~~Our Audit, Compensation and Nominating and Governance Committees have adopted charters that meet the standards established by the NYSE. Copies of these charters are available on our website at~~ ~~www.istar.com~~ ~~and will be provided in print, without charge, to any shareholder who requests copies.~~

Service on Other Boards

In view of the commitment of time and effort that is required of a director of a public company, our board has established a guideline that its non-employee directors should not serve on the boards of more than ~~six~~four public ~~companies. For this purpose, we treat service~~companies, including iStar, and that our chief executive officer should not serve on the boards of ~~mutual funds having~~more than two other public companies.

Majority Votes / Director Resignation Policy

In an uncontested election, an incumbent nominee for director who fails to receive the ~~same investment adviser as service on~~requisite majority of votes cast for his or her election must offer to resign from the ~~board of one company.~~

~~No Special Arrangements for Service as Directors~~

No arrangement or understanding exists between any director or executive officer and any other person or persons pursuant to which any director or executive officer was, or is, to be selected as a director or nominee.

~~Board’s Role in Risk Oversight~~

Our management is charged with assessing and managing risks associated with our business on a day‑to‑day basis. The board’s role is to oversee management’s execution of these responsibilities and to assess our approach to risk management. In our view, it is not possible or desirable to eliminate risk from our activities. We believe that our focus should be on identifying, pricing, managing and monitoring risk with the objective of achieving attractive, long‑term, risk‑adjusted returns for the benefitBoard promptly following certification of the ~~company~~voting results. The Nominating and ~~our shareholders. We have robust internal processes~~Governance Committee will consider any such resignation offer, determine whether to recommend acceptance of that resignation, and ~~a strong internal control environment designed to identify, manage and mitigate material risks and to communicate with the board. The board exercises~~submit its oversight role periodically as part of its regular meetings and also through its committees, which examine various elements of risk as part of their responsibilities. The full board, or the appropriate board committee in the case of risks under the purview of a particular committee, receives regular reports from members of senior management on areas of material risk to us, including operational, financial, legal, regulatory, strategic and reputational risk, in order to review and understand risk identification, risk management and risk mitigation strategies. The board’s role in risk oversight is consistent with our leadership structure generally, with the chief executive officer and other members of senior management having responsibilityrecommendation for ~~assessing and managing our risk exposure, and the board and its committees providing oversight in connection with those efforts.~~

~~Shareholder Nominations for the Board~~

Shareholder nominations for election to the board should be sent to the attention of our corporate secretary at the address appearing on the notice accompanying this proxy statement, describing the candidate’s qualifications and accompaniedconsideration by the ~~candidate’s written statement~~Board. The director whose offer to resign is under consideration may not participate in any deliberation or vote of willingness and affirmative desire to serve in a manner representing the interest of all shareholders. Shareholders may also make nominations directly by following the procedure specified in our bylaws.

~~Candidates proposed by shareholders will be considered using the same criteria and in the same manner utilized by~~ the Nominating and Governance Committee ~~of the board in considering all candidates for election to the board, set forth above in this section under “Nominating and Governance Committee.”~~

~~Communications with the Board~~

We provide the opportunity for interested parties, including shareholders, to communicate with members of the board. Interested parties may communicate with our Lead Director, the other independent board members or the ~~chair of any of~~Board regarding the ~~committees of the board by e‑mail or regular mail. All communications by e‑mail should be sent to~~ ~~CorporateSecretary@istar.com. Communications sent by regular mail should be sent to the attention of the Lead Director, the independent directors, the Audit Committee chair, the Compensation Committee chair or the~~proposed resignation. The Nominating and Governance Committee ~~chair, as~~and the ~~case~~board may ~~be,~~consider any factors they deem relevant in ~~each instance in care of our corporate secretary at our headquarters at 1114 Avenue~~deciding whether to accept a director’s resignation.

Within 90 days after the results of the ~~Americas, 39th Floor, New York, NY 10036.~~

~~Our chief legal officer~~shareholder vote are certified, the Board will disclose its decision in a press release, filing with the SEC, or by other public announcement. If an incumbent director’s offer to resign is not accepted by the Board, such director will continue to serve until a successor is elected and ~~our secretary will review each communication received in accordance with this process to determine whether~~qualifies, or until the communication requires immediate action. These officers will forward all appropriate communications received, or a summary of such communications, to the appropriate board member(s). However, we reserve the right to disregard any communication that our chief legal officer and our secretary determine is unduly hostile, threatening, or illegal, does not reasonably relate to us or our business,director dies, resigns, retires, or is ~~similarly inappropriate. These officers have the authority~~removed, whichever shall occur first. If a director’s offer to ~~disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.~~

~~EXECUTIVE OFFICERS~~

~~Information for Jay Sugarman, our chairman and chief executive officer,~~resign is contained above under the heading “ELECTION OF DIRECTORS.” Information is set forth below with regard to our other executive officers identified in this proxy statement. We have determined we have three executive officers. All of our officers serve at the pleasure ofaccepted by the board, ~~of directors and are customarily appointed as officers at~~then the ~~annual organizational meeting of the board held following each annual meeting of shareholders.~~

~~Nina Matis~~, age 68, serves as our executive vice president, chief legal officer and chief investment officer. She assumed her current position in February 2008 after serving as our general counsel since 1996, executive vice president since November 1999 and chief investment officer since April 2007. Ms. Matis is responsible for overseeing and managing the strategic consideration and execution of our investment and financing transactions, restructurings and resolutions of loans and other problem assets, significant operational responsibilities and litigation and other legal matters. She serves as a member of our Senior Management Investment Committee, which has authority to approve any of our investments in an amount greater than $25 million and up to and including $60 million. Ms. Matis previously served as a partner in the law firm of Katten Muchin Rosenman LLP, one of our principal outside law firms, and was an inactive special capital partner of the firm until her withdrawal from this position during 2010. From 1984 through 1987, Ms. Matis was an adjunct professor at Northwestern University School of Law where she taught real estate transactions. Ms. Matis previously served as a director of New Plan Excel Realty Trust, Inc. She is a director of Signature Theater Company, Thomas Cole House, a National Historic Landmark that includes the home and the studio of painter Thomas Cole, and National Partnership for Women & Families, a nonprofit, nonpartisan 501(c)(3) organization. Ms. Matis received a B.A. degree, with honors, from Smith College and a J.D. degree from New York University School of Law.

~~David DiStaso, age 51,~~serves as our chief financial officer, having assumed this position in December 2010. He previously served as our chief accounting officer since June 2008. Mr. DiStaso is responsible for managing our financial reporting, accounting, treasury, investor relations and other corporate finance functions, and is involved in the execution of all capital markets activities. He serves as a member of our Senior Management Investment Committee. Before joining us, Mr. DiStaso previously spent 11 years with the CIT Group, Inc., most recently as chief financial officer of

the Consumer Finance Division. He spent the first 10 years of his career in public accounting with KPMG, serving as a senior manager within the audit group and providing audit and consulting services to clients within the financial services industry. Mr. DiStaso received a bachelor’s degree from Rutgers College and is a Certified Public Accountant.

~~REPORT OF THE AUDIT COMMITTEE~~

~~The Audit Committee oversees the financial reporting process of iStar Inc. (Company), on behalf of the Board of Directors of the Company in accordance with our Audit Committee charter. The~~ board, in its ~~judgment, has determined that all members of our Audit Committee meet~~sole discretion, may fill the independence requirements of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE). The board has also determined that at least one member of the Audit Committee, the chair of the Committee, is an “audit committee financial expert” within the meaning of the rules of the SEC and that each member of our Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE. We operate under a written charter approved by the board, consistent with the corporate governance rules issued by the SEC and the NYSE. Our charter is available on the Company’s website at ~~www.istar.com~~ ~~and will be provided in print, without charge,~~resulting vacancy pursuant to ~~any shareholder who requests a copy.~~iStar’s Bylaws.

The Company’s management is responsible for the financial reporting process and preparation of the quarterly and annual consolidated financial statements, including maintaining a system of internal controls over financial reporting, as well as disclosure controls and procedures. We are directly responsible for the appointment, compensation, retention, oversight and termination of the Company’s external auditors, PricewaterhouseCoopers LLP, an independent registered public accounting firm. The independent registered public accounting firm is responsible for auditing the effectiveness of the Company’s internal controls over financial reporting and for expressing its opinion thereon, in addition to auditing the annual consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles in the United States. We also approve the engagement of an accounting firm to assist the Company in the preparation of its documentation, testing and evaluation of internal controls over financial reporting and reviewed their performance. We do not prepare financial statements or conduct audits.Defensive Measures Profile

~~In connection with the December 31, 2015 audited consolidated financial statements, we have:~~

reviewed and discussed with management and the independent registered public accounting firm the Company’s internal controls over financial reporting, including a review of management’s and the independent registered public accounting firm’s assessments of and reports on the effectiveness of internal controls over financial reporting and any significant deficiencies or material weaknesses;

reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements, including discussions regarding critical accounting policies, other financial accounting and reporting principles and practices appropriate for the Company, the quality of such principles and practices, and the reasonableness of significant judgments;

discussed with the independent registered public accounting firm the items that are required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended by Statement on Auditing Standards No. 90, Audit Committee Communications; and

reviewed and considered the written disclosures in the letter received from PricewaterhouseCoopers LLP, as required by the PCAOB regarding the independent accountant’s communications with the Audit Committee regarding independence, including a discussion about its independence from the Company and management.

Based on the reviews and discussions above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee charter in effect in 2015, we recommended to the board that the audited consolidated financial statements for 2015 be included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2015, as amended on Form 10‑K/A on March 9, 2016 (the “2015 10‑K Report”), for filing with the SEC. The board approved our recommendation.

~~Submitted by the Audit Committee:~~

~~Dale Anne Reiss (Chair)~~

~~Clifford De Souza~~

~~Barry W. Ridings~~

The above report will not be deemed to be incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate the same by reference.

~~OTHER CORPORATE GOVERNANCE MATTERS~~

In addition to matters discussed elsewhere in this proxy statement, including above under “INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES”, we have implemented the following practices and policies regarding corporate governance:

Opt-Out from MUTA Provisions

After undertaking significant discussions with our shareholders, described further below, our board has adopted a resolution approving an amendment to our charter (the “Articles Supplementary”) pursuant to which we are prohibited from electing to be subject to the provisions of Sections 3-803, 3-804 and 3-805 of the Maryland General Corporation Law (MGCL). Subtitle 8, Title 3 of the ~~MGCL is~~ Maryland General Corporation Law—commonly referred to as the Maryland Unsolicited Takeover Act, or ~~MUTA, which would otherwise allow our board~~MUTA—permits companies to unilaterally classify ~~itself~~their boards into staggered classes and adopt certain other takeover defense measures. ~~The Articles Supplementary will become effective upon filing with~~Under an amendment to our charter approved by the ~~State Department of Assessments and Taxation of Maryland. The opt-out~~board in 2015, iStar is prohibited from electing to be subject to those provisions, meaning we cannot implement the takeover defense measures they describe. Our decision to opt out from the MUTA ~~provisions~~ may not be repealed ~~unless~~without the ~~repeal is approved by shareholders by the affirmative vote~~approval of ~~at least~~ a majority of our shareholders.

Shareholder Rights Plan

We do not have a shareholder rights plan, commonly known as a “poison pill,” in effect.

“Whistleblower” Policy

Our Code of Conduct includes a policy on reporting suspected misconduct (a “whistleblower” policy) that describes how employees can report any concerns or suspected violations of our standards of conduct, policies, or laws and regulations to a named Compliance Officer, any other member of our Compliance Committee, our chief executive officer, or the ~~votes cast~~chair of the Audit Committee. This reporting may be done on ~~the matter~~an anonymous basis. We also have established an independent “hotline” telephone service that may be used by ~~shareholders which are entitled~~employees who wish to ~~vote generally~~report concerns or suspected violations, on an anonymous basis or otherwise. We prohibit retaliation against employees who report actual or suspected violations; anyone who attempts to retaliate will be subject to disciplinary action, up

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to and including termination. Reports of misconduct made in bad faith and false or misleading information provided in the ~~election~~course of ~~directors.~~an investigation will be subject to disciplinary action, up to and including termination.

Governing Documents

The documents described below are available on our website at ir.istar.com/corporate-governance/highlights. We will provide paper copies to our shareholders, without charge, on request.


Corporate Governance Guidelines	Code of Conduct	2022 Proxy Statement
Audit Committee Charter	Compensation Committee Charter	Nominating and Governance Committee Charter

Corporate Governance Guidelines

Our ~~board~~Board has approved a set of general guidelines that provide the framework for our corporate governance. The ~~board~~Board reviews these guidelines and other aspects of our ~~corporate~~ governance ~~periodically,~~annually or as ~~necessary. Our corporate governance guidelines may be found on our website at~~ ~~www.istar.com~~ ~~and will be provided in print, without charge, to any shareholder who requests a copy.~~needed.

Code of Conduct

Our Code of Conduct documents the principles of conduct and ethics to be followed by our directors, officers, and employees. The purpose of the Code of Conduct is to promote honest and ethical ~~conduct,~~conduct; compliance with applicable governmental rules and ~~regulations,~~regulations; full, fair, accurate, timely and understandable disclosure in periodic ~~reports,~~reports; prompt internal reporting of violations of the Code of ~~Conduct~~Conduct; and a culture of honesty and accountability. ~~A copy of the Code of Conduct has been provided to each~~All of our directors, officers and employees ~~who~~ are required to acknowledge that they have received and will comply with the Code of Conduct. Among its many features, the Code of Conduct describes how employees can report any matter that may be of concern to a named Compliance Officer, any other member of our Compliance Committee, our chief executive officer or the chair of the Audit Committee. This reporting may be done on an anonymous basis. We have also established an independent “hotline” telephone service that may be used by employees who wish to report any concerns or suspected violations of our standards of conduct, policies or laws and regulations, on an anonymous basis or otherwise. We will disclose any material changes to the Code of Conduct, and any waivers that are approved for directors or executive officers, in our public SEC filings and on our website within four business days of any such an event. ~~A copy of our Code of Conduct may be found on our website at~~ ~~www.istar.com~~ ~~and will be provided in print, without charge, to any shareholder who requests a copy.~~

Disclosure Committee

~~We maintain a~~iStar’s Disclosure Committee ~~consisting~~is made up of members of our executive management and senior staff. The purpose of the Disclosure Committee is to oversee our system of disclosure controls and to assist and advise the chief executive officer and chief financial officer in making the required certifications in SEC reports. The Disclosure Committee was established to bring together on a regular basis representatives from our core business lines and employees involved in the preparation of our financial ~~statements~~statements. These individuals meet quarterly, or otherwise as needed, to discuss any issues or matters ~~of which the members are aware that~~they believe should be considered for disclosure in our public SEC filings, and to review our draft periodic SEC reports ~~prior to filing.~~before they are filed. The Disclosure Committee reports to our ~~chief executive officer~~Chief Executive Officer and, as appropriate, to our Audit Committee. ~~The Disclosure Committee meets quarterly and otherwise as needed.~~

The Disclosure Committee has adopted a written charter to memorialize the ~~Committee’s~~committee’s purpose and procedures. A copy of the charter will be provided, without charge, to any shareholder who requests one.

Succession Planning

Our Compensation Committee, pursuant to its charter, annually reviews and discusses with the independent directors of the Board the performance of our CEO and certain other senior officers and the succession plans for each management position, including recommendations and evaluations of potential successors to fill these positions. The Compensation Committee also reviews annually our management development and succession planning practices and strategies.

Our Chairman and CEO reports to the Board of Directors regularly, and at least annually, assessing the members of the executive leadership team. These reports, developed in consultation with Compensation Committee, include a

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discussion about development plans for the Company’s executive officers and senior officers to help prepare them for future succession and contingency plans. The full board has the primary responsibility to develop succession plans for the Chairman and CEO position.

Communications with the Board

Interested parties, including shareholders, are welcome to communicate with our lead director, the other independent board members or the Chair of any committee of the Board, by e-mail or regular mail. All communications should be sent to:


				By e-mail to: CorporateSecretary@istar.com						By regular mail, addressed to the particular director or directors desired, to: iStar Inc. c/o Corporate Secretary 1114 Avenue of the Americas 39th Floor New York, NY 10036

Our Chief Legal Officer and our Corporate Secretary will review each communication directed to the Board or individual directors. These officers will forward all appropriate communications received, or a summary of such communications, to the appropriate board member(s). Our Chief Legal Officer and Corporate Secretary have the authority to disregard any inappropriate communications or to take other appropriate actions with respect to inappropriate communications including abusive, repetitive, or in bad taste communications or communications that present safety or security concerns. Communications we receive that relate to accounting, internal accounting controls or auditing matters will be referred to the Audit Committee unless the communication is directed otherwise. You may communicate anonymously and/or confidentially.

Environmental, Social & Governance Practices and Programs

Overview

Our 2021 Corporate Sustainability Report (CSR) is being published in April 2022 and will be found on our website at https://www.istar.com/sustainability/. Our 2021 CSR provides an overview of the environmental, social and governance (ESG) issues that we prioritize and the strategic and forward-thinking steps we have taken in ESG practices that we consider most relevant to our business and stakeholders both now and into the future, including the following:

~~www.istar.com~~ ○

Environmental: This year’s CSR outlines our process and data-driven approach to integrating climate risk considerations into our real estate finance business and, given the significance of Safehold to iStar’s business, specifically Safehold’s naturally long investment horizon. While we believe that Safehold’s highly diversified, nationwide portfolio protects against many individual risks, we are still proactive about identifying ways we can help offset the impacts of climate change. Tenant engagement is a growing focus, with numerous approaches being taken to promote more environmentally friendly building practices. Lastly, we are making progress on assessing and reporting our greenhouse gas (GHG) emissions — we are targeting a 20% emissions reduction by 2025 and are committing to carbon neutrality by then as well.

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Green Portfolio Exposure and Tenant Engagement Efforts. As of 12/31/21, Safehold’s green portfolio exposure — the share of ground leases with completed or pending LEED certified buildings atop them — totaled $1.8 billion, representing 38% of the overall $4.8 billion portfolio. For reference, this is up from zero at the time of Safehold’s 2017 IPO, highlighting its success in growing the green investment component of its portfolio. While Safehold’s ground lease position vests day-to-day control over asset operations to its tenants through the duration of the lease term, its tenant engagement efforts include promoting initiatives that support green building.

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Social: Like other companies in 2021, our team faced the ups and downs of COVID-19 office shutdowns and re-openings. We learned a great deal about ourselves through these moments, and they ultimately strengthened our resolve to provide a culture that is both inclusive and responsive to our team members’ rapidly changing needs. Through it all, we maintained a highly engaged workforce and launched a new coaching and mentorship platform for professional development focusing on mid-level positions and diverse talent. We achieved many of our diversity, equity and inclusion (DEI) goals, which notably included expanding our diverse hiring, creating a program to support and increase our work with diverse vendors, and establishing a company-wide link between inclusivity and compensation.

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Cultivating engagement and inclusivity. We utilize a third-party platform to measure and improve employee engagement. Our 2021 Engagement Surveys had a 99% employee response rate and our Engagement Score of 80% meets the criterion for a Highly Engaged workforce. Our Engagement Survey helped guide our actions regarding navigating COVID-19 and our return-to-work arrangements, enabling us to create a company-wide hybrid model with appropriate accommodations to achieve more flexible work arrangements.

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Inclusivity and Compensation. In 2021, we incorporated peer feedback on employees’ inclusivity performance into the annual review and compensation process. This clear link—with nearly a 10% overall weighting—between inclusivity and pay promotes an environment of awareness and accountability, which facilitates the collegial workplace we wish to demonstrate and promote. Performing well as an inclusive leader and/or colleague contributes to a potentially higher overall performance rating and increased compensation

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Cultural Equity Council. Our Cultural Equity Council (CEC) is charged with helping iStar sustain and evolve our culture so that we are as equitable and inclusive as possible. The CEC is led by our Chief People Officer and includes members of our executive management, including our President and Chief Investment Officer and Chief Legal Officer.

○

Recruiting / Talent Management. 100% of iStar job searches in 2021 consisted of diverse candidate pools by race and gender and diverse interview panels by race and gender; half of our recent 2021 hires are women or minorities. Similarly, our Board has committed that, when evaluating potential additions to the Board, a diverse candidate pool based on race, gender and other groups will be considered. We developed and supported employees in reaching their professional goals through enhanced employee development programs, including partnering with an outside company to provide formal career training, development and coaching/mentorship. Our first program included 30% of our employees, who were diverse in terms race, gender, level, role and geographic location.

○

Governance: In addition to the features of our corporate governance practices and programs described elsewhere in this proxy statement, in 2021 we published our Vendor Code of Conduct, updated our Corporate Code of Conduct, and updated our employee training program to include new ESG topics. Our training includes:

○

Corporate Code of Conduct

○

Human rights, including raising awareness and prevention of harassment, discrimination and exploitation

○

Vendor Code of Conduct

○

Diversity, equity and Inclusion

○

Sexual harassment

○

Cybersecurity

○

Anti-money laundering, anti-corruption and bribery policies

○

Ethics hotline and whistleblower program

○

Document management and retention

Corporate Governance ● Environmental, Social & Governance Practices
and Programs

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ESG Governance and Leadership

Our Board of Directors is responsible for overseeing ESG factors as part of its risk management including climate related risk and opportunities and strategic business planning responsibilities. All members of our executive leadership team are actively engaged in how iStar approaches and manages ESG risks and opportunities. We have established an ESG Advisory Council, including our Chief People Officer, Chief Administrative Officer, Chief Legal Officer, and General Counsel, to ensure that we are appropriately considering and taking actions aligned with our ESG risks and opportunities, business strategy, policies, and initiatives.

In 2021, we took an important step to further embed ESG into our culture by creating a formal Head of ESG. This role is responsible for guiding ESG data gathering, strategy, disclosures, and communication, in addition to ensuring that ESG matters are thoughtfully integrated into the organization’s decision making relating to investments, risk management, underwriting, legal, asset management, stakeholder engagement efforts and employee and vendor relationships.

The ESG Advisory Council typically meets every other month and the Head of ESG further meets with individual Council members as needed. Executive management approves individual actions and suggest new areas for the team to explore. Findings and progress are reported to the Board of Directors periodically during the year in its regular quarterly meetings.

Cybersecurity

We continue to pursue our digital transformation and are on track to complete our multi-year phased cyber security and information technology program by the end of 2022. Our initial efforts targeted stablizing our infrastructure, commencing our data migration to the Cloud and defining our capability roadmap. In 2021-2022, we are focused on modernizing our overall technology platform, an important component of supporting our future growth. Our key initiatives include:

��

Completing data migration. All company data and on-premise infrastructure will be migrated to the Cloud, allowing us to take advantage of Cloud providers’ security innovations against malware and DDoS (distributed denial of service) attacks. Our employees working from home are required to connect through a VPN (virtual private network)

□

Improving cyber security. We engage an outside security platform to monitor and control our Cloud infrastructure. We will be launching ISO 27001 Certification and continuing our mandatory cyber awareness training for our workforce. Our incident response plan created in 2021 documents our action plans to address cybersecurity incidents such as ransomware

□

Replacing and decommissioning bespoke legacy applications

□

Enhancing data management

Our Board exercises its oversight of cybersecurity risk management primarily through the Audit Committee. Management provides periodic reports to the Audit Committee, at regular Committee meetings throughout the year, on relevant cybersecurity issues. We have not experienced any material cybersecurity or information security breaches and, accordingly, have not incurred any expenses due to information security breach penalties or settlements. We maintain cyber liability insurance coverage to mitigate against risks of cyber attacks and other information security breaches.

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Board Committees

Our Board has four standing committees—Audit, Compensation, Nominating and Governance and Investment—made up entirely of independent directors. The Audit, Compensation, and Nominating and Governance Committees have adopted charters that meet applicable standards prescribed by the NYSE. These charters are available on our website at https://ir.istar.com/corporate-governance/board-of-directors, and will be provided in print, without charge, to any shareholder who requests ~~a copy.~~copies.

~~Shareholder Outreach~~Our Board appoints special committees from time to time, as necessary.

Board Committees

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Audit Committee

Meetings in 2021: 5

○Clifford De Souza

○ Richard Lieb

○ Barry W. Ridings

Each member of the Audit Committee is independent, as defined by the Audit Committee’s charter and the NYSE listing standards.

		The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by SEC rules.
		Principal Responsibilities The Audit Committee is responsible, among other things, for the following matters: ○ appoints, compensates, retains, and oversees the work of our independent registered public accounting firm ○ ensures that procedures are established for handling complaints regarding accounting, internal accounting controls or auditing matters, including the confidential and anonymous submission of “whistleblower” reports by our employees regarding questionable accounting or auditing matters ○ meets periodically with management and our independent registered public accounting firm to review and discuss iStar’s annual audited financial statements and quarterly financial statements ○ meets separately, on a periodic basis, with management, internal auditors, or our personnel responsible for the internal audit function, and with our independent registered public accounting firm ○ receives reports from management of (i) any significant deficiencies in the design or operation of our internal controls and (ii) any fraud involving management or other employees who have a significant role in our internal controls ○ reviews analyses of significant financial reporting issues and judgments made in connection with the preparation of iStar’s financial statements			○ reviews any accounting adjustments, any communications between the audit team and the audit firm’s national office respecting auditing or accounting, and any “management” or “internal control” letter issued, or proposed to be issued, by the auditing firm ○ reviews our hedging policy and the status of hedging transactions on a quarterly basis ○ reviews our credit loss reserve policy and establishment of reserves on a quarterly basis ○ discusses policies with respect to risk assessment and risk management ○ discusses any material legal matters with senior management and the Board ○ ensures that policies are established regarding hiring employees or former employees of the independent auditors ○ reviews annually internal and external audits, if any, of our employee benefit plans and pension plans ○ reviews annually the adequacy of our insurance, management information systems, internal accounting and financial controls, protection of technology and proprietary information, and policies and procedures relating to compliance with legal and regulatory requirements The Report of the Audit Committee is on page 57 of this proxy statement.

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Compensation Committee

Meetings in 2021:7

○Barry W. Ridings

○ David Eisenberg

○ Robin Josephs

Each member of the Compensation Committee is independent as defined by the Compensation Committee’s charter and the NYSE listing standards.

		No member of the Compensation Committee is or was formerly an officer or an employee of iStar. No executive officer serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board, nor has such an interlocking relationship existed in the past.
		Principal Responsibilities The Compensation Committee is responsible for overseeing our executive compensation programs. The principal responsibilities of the committee include: ○ approves performance objectives for our senior executives and evaluates the performance of such executives relative to these objectives ○ approves, either as a committee or together with the other independent directors based on a Compensation Committee recommendation, the base salary, annual incentive awards, long-term incentive awards, and other compensation for our Chief Executive Officer ○ approves base salaries, annual incentive awards, long-term incentive awards, and other compensation for our other senior officers and highly compensated employees ○ reviews management’s recommendations and advises management and the Board on compensation programs and policies, such as salary ranges, annual incentive bonuses, long-term incentive plans, equity-based compensation programs, and other group benefit programs offered to employees generally			○ administers the issuance of any award under our long-term incentive plans and other equity compensation programs ○ retains and oversees third party consultants as needed to assist with the Committee’s activities ○ considers and evaluates “Say-on-Pay” voting results and recommends to the Board the frequency with which “Say-on-Pay” resolutions should be presented to the shareholders ○ performs such other duties and responsibilities pertaining to compensation matters as may be assigned by the Board ○ reviews the Compensation Discussion and Analysis and recommends to the full Board that it be included in our proxy statement The Compensation Committee Report is on page 47 of this proxy statement.

Board Committees ● Compensation Committee

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Nominating and Governance Committee

Meetings in 2021:3

○Robin Josephs

○ Clifford De Souza

Each member of the Nominating and Governance Committee is independent as defined by the applicable NYSE listing standards.

Principal Responsibilities

The Nominating and Governance Committee is responsible, among other things, for the following matters:

○

provides counsel to the Board of Directors with respect to the organization, function, and composition of the Board of Directors and its committees

○

oversees the annual self-evaluation of our Board of Directors and its committees, and the Board’s annual evaluation of management, and reports about those reviews to the Board

○

periodically reviews and, if appropriate, recommends to the full Board changes to our corporate governance policies and procedures

○

identifies and recommends to our full Board potential director candidates for nomination

○

recommends to the full Board the appointment of each of our executive officers

○

leads the Board’s oversight of our ESG programs and ESG risk management

Investment Committee

Meetings in 2021:

None

○Richard Lieb

○ David Eisenberg

Each member of the Investment Committee is independent as defined by the applicable NYSE listing standards.

Principal Responsibilities

The Investment Committee was constituted for the purpose of considering and, if appropriate, making recommendations to the Board of Directors regarding any “related party” transactions in which both we and Safehold Inc. (“SAFE”) are participants, as necessary. Typically, such “related party” transactions are evaluated by the Board as a whole, acting through its directors who are not otherwise affiliated with iStar or SAFE. The Investment Committee considers such transactions if it is impossible or impracticable for the Board as a whole to meet for this purpose. The Committee was not required to meet during 2021 to take action with respect to any such related party transactions during 2021, as all such matters were considered by the Board as a whole. Such related party transactions are subject to approval by a majority of the Board’s independent directors who are not otherwise affiliated with iStar or SAFE.

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Director Compensation

The compensation program for our non-employee directors provides for the following annual payments:

Role	Annual Cash Retainer, Paid in Quarterly Installments ($)			Annual Award of Restricted Shares of Common Stock or Common Stock Equivalents (CSEs), at the Director’s Option(1) ($)
Non-Employee Directors		$	100,000		$	125,000
Committee Chairs:
○ Audit			40,000			—
○ Compensation			40,000			—
○ Nominating and Governance			16,000			—
Committee Members:
○ Audit			15,000			—
○ Compensation			15,000			—
○ Investment			10,000			—
○ Nominating and Governance			10,000			—
Lead Director						75,000

(1)

The number of restricted shares of common stock or CSEs is based on the average NYSE closing price for our common stock for the twenty days prior to the date of the annual shareholders meeting.

Directors do not receive additional fees for attending board or committee meetings.

Restricted shares or CSEs are granted effective on the date of the annual shareholders meeting and ~~Communication; Shareholder Responsiveness~~

~~On a regular basis throughout~~generally vest after one year, on the ~~year, our management engages~~date of the next annual shareholders meeting. Dividends will accrue in ~~communications with our significant investors~~respect of the restricted shares and CSEs from the date of grant as and when dividends are paid on the common stock, but such dividends will not be paid unless and until the associated restricted shares or CSEs vest. Dividends on CSEs are paid in the form of additional CSEs credited to ~~ensure that management~~the directors’ accounts, based on the amount of the dividend and the ~~board understand~~value of a share of our common stock on the dividend payment date.

Under the Non-Employee Directors’ Deferral Plan, directors may defer the receipt of some or all of their compensation.

Pursuant to our Non-Employee Director Share Election Program, our non-employee directors may elect to receive shares of our common stock in lieu of the cash retainers payable to them for their service on the Board of Directors. Mr. Eisenberg has made such an election, effective with the payment of retainers for his services during the first quarter of 2021.

Director Compensation

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The table below summarizes the compensation information for our non-employee directors for the fiscal year ended December 31, 2021. Jay Sugarman is not included in this table as he is our employee and receives no additional compensation for his services as a director.

Name	Fees Earned or Paid in Cash ($)			Stock Awards(1) ($)		All Other Compensation(2) ($)		Total ($)
Clifford De Souza		$	150,000		119,401				269,401
David Eisenberg			119,375(3)		119,401(3)		5,000		243,776
Robin Josephs			131,000		191,034		4,500		326,534
Richard Lieb			131,000		119,401				250,401
Barry W. Ridings			155,000		119,401		5,000		279,401

(1)

Amounts included in the “Stock Awards” column reflect the grant date fair value of restricted share awards made to directors in 2021 computed in accordance with FASB ASC Topic 718 (without regard to forfeitures). These awards were made to the directors under the Non-Employee Directors’ Deferral Plan. Directors may elect to receive these awards in the form of restricted shares of common stock or CSEs. No directors have presently elected to receive CSEs. The restricted share awards or CSEs are valued using the closing price of our common stock on the date of grant. Restricted shares are subject to a one-year vesting period from the grant date.

As of December 31, 2021, the directors held the following aggregate amounts of previously-awarded CSEs and restricted shares:

	Clifford De Souza		David Eisenberg		Robin Josephs		Richard Lieb		Barry W. Ridings
CSEs		—		—		84,296		—		7,454
Restricted shares		6,819		6,819		10,910		6,819		6,819

(2)

Our directors are eligible to participate in our broad-based matching gifts program under which we will donate funds equal to contributions made by directors or employees to qualified nonprofit organizations, up to a maximum annual matching contribution per individual of $5,000 for directors and senior officers, $2,500 for other officers, and $1,500 for other employees. Our directors also are eligible for reimbursement of the costs of attending continuing director education programs. Amounts included in the “All Other Compensation” column include any matching gifts made by us on behalf of the director and any education costs reimbursed by us to the director.

(3)

Mr. Eisenberg has elected to receive shares of our common stock in lieu of cash retainers effective with the payment for services as a director during first quarter of 2021.

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Indemnification

Our charter provides that we will indemnify and advance expenses to our directors and officers to the full extent required or permitted by Maryland law. In addition, we have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify our directors and executive officers to the fullest extent permitted by our charter and Maryland law against certain liabilities (including settlements) and expenses actually and reasonably incurred by them in connection with any threatened or pending legal action, proceeding, or investigation to which any of them is, or is threatened to be, made a party because of their status as our director, officer or agent, or because they serve as a director, officer or agent of another company at our request.

To supplement these indemnification provisions, we have obtained directors and officers liability insurance, which covers our directors and executive officers.

Indemnification

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Proposal 2—Advisory Resolution to Approve Executive Compensation

We are asking shareholders to approve, on an advisory basis, the Company’s executive compensation as reported in this proxy statement. Although this advisory vote is non-binding on the Company, the Board and the Compensation Committee will review and consider the ~~issues that are important to~~voting results when making future decisions regarding our ~~shareholders. We regularly discuss with our investors matters relating to our business, strategic plans, financial results, corporate governance issues,~~executive compensation ~~program and related matters.~~program.

We ~~significantly expanded these outreach efforts following~~encourage shareholders to read the 2015 annual meeting at which a majority of our shareholders expressed support for a proposal recommending that we permanently opt out of MUTA (as described above). In recent months, we reached out to our significant investors and engaged in discussions with holders of approximately 56% of our outstanding shares. The specific purpose of these discussions was to get feedback from significant investors, including investors who supported the MUTA proposal and those who did not, on their goals in supporting (or not supporting) the proposal, and what they are looking for the board to do in response. Following these discussions, the board carefully considered the issues relating to MUTA and determined to adopt the Articles Supplementary and opt out of MUTA, as described above.

We plan to continue these types of discussions with our shareholders, which provide valuable feedback and enable us to address shareholder concerns and interests in designing and implementing our programs and practices.

~~No Poison Pill~~

~~We do not currently have a shareholder rights plan, commonly known as a “poison pill,” in effect.~~

~~Compensation Related Matters~~

~~See “~~entire Compensation Discussion and Analysis ~~- Key~~ section of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation ~~Practices”~~Table and ~~“- Other Compensation Design Practices” for additional~~other related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers.

The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Company’s recent and sustainable long-term success.

RESOLVED, that the shareholders of iStar Inc. approve, on ~~matters such as our stock ownership guidelines, hedging~~an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and ~~pledging restrictions,~~Analysis, the Summary Compensation Table and the related compensation ~~clawbacks~~tables, notes and ~~similar matters.~~narrative in the proxy statement for the Company’s Annual Meeting of Shareholders.

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Compensation Discussion and Analysis Contents


				Stock Ownership Guidelines			44
				Clawback Policy			44
				Insider Trading Policies and Procedures			45
				Double Trigger” Change-in-Control Provision for Long-Term Incentive Compensation			45
				Tax Considerations			45
				Roles and Responsibilities in Setting Named Executive Officer Compensation			45
				Compensation Committee			45
				Independent Compensation Consultant			46
				Chief Executive Officer			46

~~EXECUTIVE COMPENSATION~~

Proposal 2—Advisory Resolution to Approve Executive
Compensation ● CD&A Contents

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Compensation Discussion and Analysis

~~This compensation discussion and analysis describes the key principles and factors underlying our~~

Overview

iStar’s current executive compensation ~~policies and decisions for 2015 for~~program is the product of the comprehensive review undertaken by our ~~executive officers identified~~Compensation Committee in ~~this proxy statement. The following discussion should be read in conjunction with the other information presented in this proxy statement, including the information in the compensation tables~~recent years and the ~~footnotes~~extensive shareholder outreach seeking feedback and input to ~~those tables.~~

~~Introduction~~

~~Our~~ensure that our compensation program ~~reflects~~is aligned with shareholder interests and concerns.

The changes to the structure and design of our ~~pay‑for‑performance philosophy and is designed to create a strong connection between executive pay and our business performance, including shareholder value creation. The~~ compensation program ~~has the following objectives:~~

~~To further~~have been meaningful, reflect our ~~current~~shareholders’ feedback, and ~~long‑term strategic, business and financial goals in the creation of~~align our compensation with shareholder ~~value by enabling us to attract, retain, motivate and reward key executives who contribute to achieving those goals.~~

To encourage our key executives to improve business performance and increase shareholder value by providing a mix of current compensation and long‑term rewards that is variable and distributed between salary and performance-based pay and includes cash, equity compensation and other benefits.

~~To align shareholder and employee~~ interests by ~~compensating employees for improving our business~~further linking pay with performance and increasing ~~the value of the company, to the benefit of our shareholders.~~

~~To promote these objectives, a significant part of executive compensation is based on accomplishments that improve the performance of the company~~transparency and increase the company’s value. We believe this approach helps us achieve our objectives and promote the interests of our shareholders. Our compensation actions during 2015 took into account the performance and accomplishments of our management team towards achieving our current and long‑term strategic, business and financial goals, and reflect our continuing efforts to enhance the alignment between our executive incentives and results realized by our shareholders.

~~Company Performance~~

disclosure. We have ~~continued to originate investments within~~been pleased that our ~~core business segments of real estate finance and net lease, which we anticipate should drive future revenue growth. In addition, we~~shareholders have ~~made significant investments within~~overwhelmingly supported our operating property and land and development portfolios in order to better position assets for sale. Through strategic ventures, we have partnered with other providers of capital within our net lease segment and with developers with residential building expertise within our land and development segment. These partnerships have had a positive impact on our business, particularly in our land and development segment, which experienced an increase in revenue in 2015.

Access to the capital markets has allowed us to extend our debt maturity profile and become primarily an unsecured borrower. In 2015, we entered into the 2015 Revolving Credit Facility with a maximum capacity of $250.0 million. As of December 31, 2015, we had $711.1 million of cash, which we expect to use primarily to fund future investment activities, pay down debt, and for general corporate purposes.

During the year ended December 31, 2015, three of our four business segments, including real estate finance, net lease and operating properties, contributed positively to our earnings. We continue to work on repositioning or redeveloping our transitional operating properties and progressing on the entitlement and development of our land and development assets in order to maximize their value. We intend to continue these efforts, with the objective of having these assets contribute positively to earnings in the future.

For the year ended December 31, 2015, we recorded a net loss allocable to common shareholders of $52.7 million, compared to a net loss of $33.7 million during the prior year. Adjusted Income allocable to common shareholders for the year ended December 31, 2015 was $84.0 million, compared to $109.4 million during the prior year. (See Exhibit A attached to this proxy statement for our calculation of Adjusted Income.)

During the year ended December 31, 2015, we recognized $62.8 million less in equity method earnings than we did in the prior year, primarily associated with the sales of certain investments in 2014. This decrease was partially offset by an increase in total gross margin from our land and development portfolio, which improved to $49.5 million in 2015 from $17.3 million in 2014.

~~Compensation Program Design~~

Our compensation program seeks to enhance the linkage and measurement of employee performance and shareholder value creation through the design of our annual incentive and long‑term incentive compensation programs. Our Compensation Committee (Committee), with the assistance of Pay Governance LLC (Pay Governance), an independent compensation consultant engaged by the Committee, regularly reviews the design and implementation of the compensation programs to achieve this purpose.

In our regular communications with significant shareholders regarding our business, strategic plans, financial results and related matters, we have elicited our shareholders’ views regarding our compensation program and our efforts to enhance the alignment between our performance, our shareholders’ results and our executives’ incentives. The results of our recent Say on Pay vote ~~indicates~~in recent years. We will continue to seek feedback from our shareholders so their interests and iStar’s executive compensation program are aligned.

This CD&A details how our executive compensation programs are designed and operate for our named executive officers (“NEOs”), who in 2021 included the following individuals:

	Jay Sugarman			Chairman and Chief Executive Officer
	Marcos Alvarado			President and Chief Investment Officer
	Jeremy Fox-Geen			Chief Financial Officer (until May 2021)
	Garett Rosenblum			Chief Accounting Officer (principal financial officer from May 2021—February 2022)

Mr. Rosenblum, our chief accounting officer, served as our principal financial officer from May 2021, following Mr. Fox-Geen’s resignation, until February 2022 when Mr. Brett Asnas, our Executive Vice President and Head of Capital Markets, was appointed as our chief financial officer.

Compensation Philosophy and Guiding Principles

Our compensation programs are designed to foster a strong ~~shareholder support~~pay-for-performance culture by ensuring we balance emphasis on near-term and long-term performance. The Compensation Committee, and the Board as a whole, believe this approach is essential given the nature of our ~~compensation programs: at our 2015 annual meeting, our Say on Pay resolution received the support~~portfolio of ~~96.86% of our shareholders who voted.~~ assets and investment opportunities.

We ~~continue to work to enhance our overall compensation program~~strive to provide ~~appropriate incentive compensation~~our employees with meaningful reward opportunities ~~for our executives that are aligned~~while maintaining alignment with ~~our financial performance~~shareholder interests and ~~results for our shareholders.~~

~~Key Compensation Practices~~

~~Our key executive compensation practices are summarized below. We believe these practices promote good governance~~business imperatives. In setting and ~~serve the interests of our shareholders. Certain of these practices are described in more detail elsewhere in this proxy statement.~~

~~WHAT WE DO~~

~~We emphasize variable pay over fixed pay, with a substantial portion of~~overseeing the compensation of our executive officers, ~~identified in this proxy statement being long-term performance-based~~the Compensation Committee believes our compensation philosophy is best enacted by designing programs and policies to achieve three core objectives:

~~We provide a mix~~ [MISSING IMAGE: tm223492d1-fc_philosophypn.jpg]

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2021 Compensation Program

Our executive compensation program for 2021 consisted of ~~cash and equity compensation, with equity incentive compensation for our~~three primary components:

[MISSING IMAGE: tm223492d1-tb_compprogpn.jpg]

For the named executive officers, ~~identified in this proxy statement consisting substantially~~the Compensation Committee determines the amounts of ~~performance-based awards that also require continued service~~

~~We include a variety of objective performance metrics in our incentive~~these compensation ~~program~~


◦	Under our annual incentive bonus plan, the size of the annual incentive bonus pool is determined based on our performance in achieving a predetermined financial performance benchmark compared to a target approved by the Committee

◦

Under our Performance Incentive Plan, or iPIP, which is the primary long-term incentive program for our executive officers identified in this proxy statement and key investment professionals, payouts to participants are based upon the performance of pools of new investments originated during a two-year period. No payouts to participants will occur until the company has realized a full return of our invested capital in the assets included in the pool plus a return based on both the company’s corporate leverage ratio and borrowing rate from time to time (or asset specific leverage if applicable to a particular investment) and a fixed preferred return rate; in addition, any earned payouts will be reduced if our total shareholder return, or TSR, underperforms the TSR of two selected market indices


◦	~~For other employees, payouts of our performance-based awards under our Long‑Term Incentive Plan, or LTIP, are based on our TSR compared to the TSR of two selected market indices~~

~~We impose stock ownership guidelines for our senior executives and directors~~

~~We impose sale restrictions on vested annual incentive awards delivered in the form of shares~~

~~We prohibit hedging and significant pledging of our shares by our senior executives and directors~~

~~We include “double trigger” change in control provisions in incentive award agreements, which require termination of employment following a change in control for compensation to be paid~~

We impose “clawback” provisions in compensation awards, which enable us to recoup incentive compensation in the event of misconduct directly related to a material restatement of our financial or operating results

~~We utilize an independent compensation consultant to advise the Committee on compensation program design, key compensation trends and internal and external competitiveness of our compensation program~~

~~WHAT WE DON’T DO~~

~~No employment agreements~~

~~No “change in control” agreements~~

~~No excise tax gross‑ups on any compensation paid on a change in control~~

~~No repricing of underwater stock options or granting of stock options at a price less than 100% of fair market value on grant date~~

~~No dividends or dividend equivalents paid on restricted stock units unless and until they vest~~

~~No preferential retirement plan, severance arrangements or perquisites available to executives that are not generally available to all employees~~

~~Primary Compensation Elements~~

~~Our executives are compensated through a combination of the following types of compensation:~~

~~Base salaries~~

~~Annual incentive awards (bonus)~~

~~Long‑term incentive awards, in the form of points in the iPIP and/or equity‑based awards under the LTIP~~

~~Group benefits available to employees generally, including 401(k) retirement plan and group health and welfare benefits~~

~~Tax Considerations~~

Section 162(m) of the Internal Revenue Code (Code) generally limits tax deductibility of compensation paid by a public company to its chief executive officer and certain other highly compensated executive officers (excluding the chief financial officer) to $1 million in the year compensation becomes taxable to the executive, subject to an exception for performance-based compensation that meets specific requirements. The Committee considers the impact of this rule when developing and implementing its executive compensation programs; however, the Committee reserves the right to provide compensation that is not tax deductible if it believes the value in doing so outweighs the value of the lost tax deduction.

~~2015 Compensation Actions~~

~~Compensation decisions for our executives are made~~components annually after ~~reviewing our~~considering:

○

Each executive’s experience, knowledge, skills and personal contributions

○

iStar’s performance ~~as a business~~relative to pre-established goals

○

Individual executives’ accomplishments and ~~evaluating individuals’~~ performance ~~and contributions during the year, leadership qualities, business responsibilities, career with us, current compensation arrangements, long‑term potential~~relative to ~~enhance shareholder value and other relevant~~pre-established goals

○

Real estate industry performance, and market data. For 2015, Mr. Sugarman, our chief executive officer, made specific compensation recommendations to the Committee based on the objectives and approach set by the Committee, as well as current businessgeneral economic conditions and other factors. Specifically, for each executive other than himself, Mr. Sugarman made recommendations regarding base salaries for the following year, annual incentive awards and long‑term incentive awards, for review and discussion with and approval by the Committee. As part of its evaluation, the Committee considered variousmacroeconomic factors ~~and data, including~~

Each compensation levels and practices at other companies considered to be relevant for purposes of comparison, but did not engage in a formal benchmarking process. Mr. Sugarman attended meetings of the Committee at the request of the Committee chair, but did not attend executive sessions and did not participate in any Committee or Board discussions relating to the final determination of his own compensation.component is discussed below.

In connection with its oversight of our 2015 compensation decisions, the Committee engaged Pay Governance as its independent compensation consultant to assist the Committee on a range of executive compensation matters. The Committee has considered the independence of Pay Governance in light of SEC rules and NYSE listing standards. The Committee reviewed a report from Pay Governance addressing the consultant’s independence and concluded that the work of Pay Governance did not raise any concerns regarding independence, conflicts of interest or related matters.

Pay Governance provided information and advice regarding compensation levels for our executives and generally assisted the Committee in its consideration of (a) compensation for the chief executive officer, (b) recommendations made by the chief executive officer for the other executive officers identified in this proxy statement and other employees, and (c) an appropriate overall structure and mix of compensation. The consultant conferred with the Committee members, as a group and individually, to discuss our recent compensation history and other relevant matters. The consultant met with the Committee regularly, including in executive sessions as requested by the Committee, to discuss guiding compensation principles, competitive market trends and potential pay frameworks.

Base Salaries

The Compensation Committee reviews the annual base salaries of our named executive officers ~~identified in this proxy statement~~at the beginning of every year. ~~In 2015, the base salaries~~Salaries of our ~~chief executive officer and our other executive officers identified~~NEOs who served during 2021 are shown below. Base salary for Mr. Fox-Geen is shown at an annualized rate of base salary, as Mr. Fox-Geen’s employment ended in ~~this proxy statement were not changed and remained as follows: Mr. Sugarman-$1,000,000; Ms. Matis-$500,000; and Mr. DiStaso-$400,000.~~May 2021

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Named Executive Officer	2021 Base Salary ($)
Jay Sugarman		$	600,000
Marcos Alvarado			550,000
Jeremy Fox-Geen			500,000 (annualized)
Garett Rosenblum			300,000

Annual Incentive ~~Awards~~Plan (AIP)

~~Under~~Our named executive officers, as well as our other employees, are eligible to earn an annual incentive ~~program,~~award under the AIP if we achieve financial performance goals approved by the Compensation Committee.

Each year, the Committee discusses and approves performance and payout levels under the AIP after a multi-step process of reviewing our ~~total annual incentive~~current strategy, business plans and budgets, headcount and roles, and other relevant factors. As described elsewhere, our business strategy has evolved in recent years as we focus on scaling the ground lease platform, simplifying our balance sheet, and accelerating the disposition of legacy assets. Consequently, our projected financial performance heading into 2021 relied upon a number of variables and assumptions.

In the beginning of 2021, the Committee approved three performance metrics to determine AIP funding for 2021:

○

Adjusted Book Value Per Share

○

Total Shareholder Return for our common stock

○

Strategic Framework Success Rate, a scorecard that assesses performance relative to seven predetermined goals directly linked to our strategic framework, as follows:

○

Ground leases originated at SAFE

○

Investment grade unsecured credit rating and capital markets offering

○

Monetization of legacy assets

○

Improved employee engagement score

○

Improved DEI culture score

○

Improved ESG scores with leading ESG rating agencies

○

SAFE stock price increase beyond target, standalone or relative to index

To better reflect our evolving strategy and align employees with our critical objectives, for the 2021 AIP bonus pool ~~is funded~~the Committee replaced Adjusted Earnings Per Share and Core G&A with the Strategic Framework Success Rate and retained Adjusted Book Value Per Share and iStar TSR as performance metrics.

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For each of these performance metrics, the Compensation Committee approved performance requirements and corresponding AIP pool funding levels for 2021, to be evaluated at year-end based on ~~how we perform compared to a specific~~actual performance ~~metric,~~achieved during 2021, as determined by the Committee. To comply with Section 162(m) of the Code for 2015, the Committee established a separate performance metric and applicable performance target which is required to be achieved in order for bonuses paid for such fiscal year to the employees covered by Section 162(m) to be tax deductible. For 2015, the Section 162(m) performance target selected by the Committee was $234 million of Adjusted EBITDA, defined as net income (loss) follows:

Performance Metric	Below Threshold	Threshold			Target			Maximum			Actual 2021 Results			Weighting
1. Adjusted Book Value Per Share	< $33.00		$	33.00		$	35.00		$	37.00+		$	38.45			35%
2. iStar TSR	< 5%			5%			10%			15%+			78.1%			35%
3. Strategic Framework Success Rate	< 2/7			2/7			4/7			6/7+			5/7			30%
APPROVED FUNDING FOR 2021 AIP POOL															$	23.6M

NOTES:

(1)

See ~~plus~~ ~~interest expense, depreciation and amortization, stock-based compensation expense, provision for loans losses and impairments, and income tax expense, and~~ ~~less~~ ~~gains (losses) on early extinguishment of debt. (See~~ Exhibit A ~~attached~~ to this proxy statement for our ~~calculation~~methodology and calculations of Adjusted ~~EBITDA.)~~Book Value.

~~The Committee selected Target Adjusted Income per share as~~

(2)

A linear scale of performance targets and payout levels is utilized to determine performance and funding for results that fall between the ~~appropriate performance measure for determining~~specified amounts.

Under the ~~size~~terms of the ~~annual incentive~~AIP, if our TSR is negative for the year, AIP pool ~~to be funded for payment~~funding is capped at the threshold level, regardless of annual incentive bonuses to all employees. Target Adjusted Income is calculated as Adjusted Income less actual economic losses realized on assets. (See Exhibit A attached to this proxy statement for our calculationlevel of ~~Adjusted Income.)~~

During 2015, the Committee reviewed the Target Adjusted Income per share forecast, established target ranges for potential outcomes, and determined projected Threshold, Target and Maximum annual incentive pool amounts to be funded based on the Target Adjusted Income per share performance achieved ~~for 2015, in~~under the ~~amounts~~established performance metrics. Due to our positive TSR performance of ~~$17 million (Threshold), $20 million (Target)~~78.1% during 2021, the cap did not apply, and ~~$24 million (Maximum).~~

~~In making these determinations relating~~no adjustments were made to the ~~annual incentive~~AIP pool for 2015, the Committee conferred with Pay Governance regarding competitive market data and competitive target bonus award levels for individuals, reviewed our historical annual incentive awards levels and other factors, and consulted with the chief executive officer. 2021.

To account for unanticipated circumstances and external economic factors, including the impact of shifts in timing of our asset transactions, the Compensation Committee has discretion to adjust the size of the total AIP bonus pool by up to 25% (up or ~~down by 25%~~down) based on its assessment of our overall ~~performance.~~

~~Following~~performance; factors relevant to how the ~~end~~performance results were achieved; our financial condition, including liquidity; and other relevant considerations. However, the Committee does not have discretion to override the impact of the ~~year,~~TSR modifier when it caps the ~~Committee determined that the~~AIP pool funding amount ~~of Target Adjusted Income per share achieved for 2015 was in the projected range for funding the annual incentive pool~~ at the ~~Target level of $20 million.~~threshold level. The Committee ~~then took into consideration various factors and reduced~~made no discretionary adjustments to the ~~amount of the total annual incentive pool to be funded for 2015 to $19 million.~~

~~Once the total~~ funding of the ~~annual incentive~~2021 AIP pool.

AIP Awards for 2021 (Approved and Paid in February 2022)

For services during 2021, 83% of our AIP pool was ~~determined by~~awarded to employees other than our NEOs. AIP awards for our NEOs during 2021 are shown below. The AIP awards shown below were approved and paid in February 2022 for services performed in 2021. For our NEOs, the Committee, individual employees’ payouts from the pool were determined on a discretionary basis by the Committee based on recommendations from the chief executive officer following an assessment of individual performance.

~~Under the annual incentive program, annual incentive awards to our more highly-paid executives, including the executive officers identified in this proxy statement, are typically~~AIP award shown was paid in a mix of cash and ~~equity: for annual incentive awards for services performed in 2015, approximately 20% of the annual bonus amount was paid in the form of~~fully-vested shares of ~~iStar common stock, which are fully-vested but~~our Common Stock, subject to transfer restrictions ~~on selling the shares~~ for 18 ~~months, and/or allocations of points in the 2013-14 iPIP pool.~~

~~The Committee made its determinations in January 2016 regarding annual incentive awards for the executive officers identified in this proxy statement for services performed in 2015.~~

No annual incentive cash bonus was awarded to our chief executive officer, based on a determination to emphasize the long-term incentives in his total compensation in the form of Points in the 2015‑2016 iPIP pool described below.

Annual incentive awards for our other executive officers identified in this proxy statement were approved by the Committee based on the amount of the available annual incentive pool and the Committee’s assessment of each officer’s individual contributions to our financial and operating achievements during the year, as follows:


◦	~~Ms. Matis-$1,464,250, of which she received $1,056,250 in cash and $408,000 in the form of an allocation of 2.0 Points in the 2013‑2014 iPIP pool; and~~


◦	~~Mr. DiStaso-$500,000 in cash.~~

~~Pursuant to the SEC’s~~months. In accordance with SEC disclosure rules, ~~and regulations, in~~ the Summary Compensation Table below, the value of equity awards granted in 2016, even if granted in respect of 2015 performance, is not reported as part of the compensation for 2015 for our executive officers identified in this proxy statement but is reported as 2016 compensation. As a result, the equitycash portion of the ~~annual incentive~~AIP awards ~~described above are not~~is reported in the Summary Compensation Table on page 49 as compensation for the year in which the services were performed and the shares portion is reported as compensation in the following year in which the shares are granted.

In approving individual AIP awards to our NEOs for services in 2021, the Committee took into consideration the contributions and accomplishments of ~~this proxy statement, but will be reported~~each NEO, including their performance with reference to specific individual goals developed for each executive, including the following:

○

For Mr. Sugarman, goals based on increasing our adjusted book value, increasing our dividend, increasing our share price, and continuing the scaling of our ground lease business.

○

For Mr. Alvarado, goals based on originating ground lease investments in ~~next year’s proxy statement.~~excess of a stated target, leading and enabling our key business functions to achieve a specified level of operating framework targets, and improving our employee engagement scores in excess of stated target.

~~Long‑Term~~

○

For Mr. Rosenblum, goals based on his leadership of our accounting department and, after the resignation of our chief financial officer in May 2021, his performance as our primary financial officer.

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The following table lists the AIP awards granted to our NEOs for their services during 2021. The Committee considers it important for our CEO to participate in the AIP as do our other NEOs and employees generally. Nevertheless, in assessing the CEO’s overall pay arrangements, the Committee has emphasized the long-term incentives paid to Mr. Sugarman, in particular through the iPIP, given his role. Accordingly, the Committee has put relatively less weight on the amount of Mr. Sugarman’s AIP award compared to his long-term incentive pay. Conversely, the AIP awards paid to Mr. Alvarado and Mr. Rosenblum reflect that relatively more weight is given their annual incentives compared to their long-term incentive pay. Mr. Fox-Geen left the Company in May 2021 and no individual AIP award was paid to him for any services during 2021.

Named Executive Officer	2021 Award ($)
Jay Sugarman		400,000
Marcos Alvarado		3,250,000
Garett Rosenblum		450,000

Long-Term Incentive ~~Compensation: iStar Performance Incentive Plan (iPIP)~~Compensation—iPIP

Long-term incentive compensation for our NEOs is delivered primarily through the iPIP. The ultimate value of awards, if any, under the iPIP is directly tied to the performance of our assets and investments, as well as our relative TSR performance. Commencing in 2019, with awards of points in the 2019-2020 iPIP pool, and going forward, iPIP awards are granted every two years.

The following table shows awards of iPIP points made during 2021 to our NEOs, from a new 2021-2022 iPIP pool:

Executive	Points Awarded in 2021-2022 iPIP Pool in 2021		Grant Date Value
Jay Sugarman		12.5		$	1,309,405
Marcos Alvarado		12.5		$	1,309,405
Garett Rosenblum		1.0		$	104,752

Mr. Fox-Geen, our former chief financial officer, was granted 10.0 iPIP points in February 2021, which were forfeited when he resigned in May 2021.

Why We Created iPIP

iPIP is the primary ~~vehicle~~form of performance-based incentive compensation for ~~providing,~~our NEOs, as well as other executives, investment professionals and select other employees. iPIP was implemented in 2013 and approved by our shareholders in 2014. iPIP has been designed to incentivize executives and other investment professionals to participate in the long-term financial success of iStar by directly linking their pay with the performance of our portfolio assets.

○

iStar’s compensation program is intentionally unique because of our differentiated and unique asset mix and business platform

○

iPIP provides a compensation opportunity consistent with expectations of top-tier executives in other high-caliber, investment-based organizations with whom we compete for talent

○

Payout is not guaranteed, is subject to long vesting requirements, and is contingent upon strict performance criteria being met, incentivizing executives to drive the performance of portfolio assets over the long-term

How iPIP Works

Below is a graphic illustrating the principles that govern the determination of payouts, if any, to iPIP participants. For more complete description of the iPIP, including the complete iPIP document, see our Definitive Proxy Statement filed on April 11, 2014, incorporated by reference as Exhibit 10.2 to our 2020 annual report on Form 10-K.

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[MISSING IMAGE: tm223492d1-tb_ipipasspn.jpg]

(1)

Net cash proceeds means cash proceeds net of asset-level debt costs. If shares of Safehold are the last remaining material asset in a pool, we may elect not to sell the shares for cash but instead to wind up a pool by calculating the performance of the shares as if they had been sold, and then distributing such portion of the shares to iPIP participants as is determined in accordance with Steps 2 and 3 above.

(2)

The FTSE NAREIT REITs Index and the Russell 2000 Index.

The ultimate value of awards under iPIP is directly tied to the performance of iStar’s portfolio assets and investments over the long-term and is subject to reduction based on our TSR. If iStar’s total shareholder return (TSR) for the period commencing January 1, 2013, when the iPIP was first adopted, and ending on the date an iPIP payout is calculated, is below the average of the median TSR of the select indices on that date, the amount paid out to iPIP participants from an iPIP pool will be reduced by the percentage difference of such underperformance. For the 2021-2022 pools and all future pools, this negative TSR modifier for iPIP payouts has been toughened such that payouts will be reduced by twice the percentage difference between iStar’s TSR and the average of the median of the indices.

iPIP Investment Periods and Pools

Every other year, we establish two iPIP pools tied to investments we make during that year and the following year. One pool, a “short-term pool,” includes investments that we generally expect, as of the origination date, should have a realization date that is six years or less from the origination date. A second pool, a “long-term pool,” includes investments that we generally expect, as of the origination date, should have a realization date that is more than six years from the origination date. The performance of each pool is tracked separately and payouts, if any, to participants are solely based on the performance of each pool. For purposes of allocating certain types of investments between short-term and long-term pools, the Compensation Committee has adopted policies that, unless the committee approves otherwise, all net lease investments will be allocated to the long-term pool, and investments in SAFE securities will be allocated 50% to the short-term pool and 50% to the long-term pool, in effect when the investments are made. Shares of SAFE common stock are included in each of the 2017-2018, 2019-2020 and 2021-2022 short-term and long-term iPIP pools. The Compensation Committee retains the final authority to exclude certain

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assets as investments that will be allocated to an iPIP pool and has determined, for example, that iStar equity and debt securities that are repurchased by the company and certain additional investments in pre-existing assets will be excluded.

Since the iPIP program was initially adopted, we have established and awarded points in short-term and long-term pools for each of 2013-2014, 2015-2016, 2017-2018, 2019-2020 and 2021-2022. We grant participation interests, or points, in each iPIP pool, primarily to senior executives and select professionals engaged in our investment ~~activities, long‑term incentive compensation~~activities. As noted above, beginning with the iPIP awards made in 2019, awards of iPIP points are being granted every two years.

Vesting of iPIP Points

iPIP points vest over a six-year period—40% after the initial two years, and 15% at the end of each of the next four years, provided the recipient is still employed at iStar. Vesting occurs even if the pools have not yet reached the payout stage (described below). However, no payouts are made from an iPIP pool on vested points unless and until the performance criteria for that has a direct relationship to the realized returns on our new investments. The iPIP in particular is designed to provide our management team with appropriate incentives and strengthen the alignment of their interests with those of our shareholders. The iPIP continues the evolution of our incentive compensation programs and enhances the performance‑based orientation of our overall program.pool have been met.

The values of iPIP ~~creates compensation pools (which may be short‑term and/or long‑term pools depending~~points shown in the Summary Compensation Table are based upon the fair value on the ~~nature~~date the points are granted, but for participants, the realizable value of iPIP points at the time they are granted is zero. The ultimate value participants may realize from their iPIP points, if any, depends on how well the investments in an iPIP pool perform over time, and that depends on a number of performance factors, including the amount investments originated, realization on those investments, asset-specific leverage, corporate leverage, credit losses, and other relevant factors.

The below flow chart details the timeline from a short-term iPIP pool investment period to payout:

[MISSING IMAGE: tm223492d1-fc_ipipoppn.jpg]

iPIP Fundings and Distributions

Under the iPIP, management calculates the performance of the ~~investment assets included~~investments in the iPIP ~~compensation pools) every two years~~pools on a quarterly basis. These calculations, together with supporting materials, are furnished to our independent registered public accounting firm as part of the overall audit process. If it is determined that ~~track~~ the ~~investment~~ performance of the ~~new~~ investments ~~made by us during those periods. iPIP compensation is awarded~~ in ~~the form of Points, which are distributed at the outset of~~ an iPIP ~~compensation~~ pool has achieved sufficient net cash to provide for funding and may also be held in reserve for subsequent distribution at the discretion of the Committee. The total number of Points in any iPIP compensation pool will be initially limited to 100 (in addition, participants may be diluted ratably during the first two years of a pool in order to admit additional participants, up to a total of 125 Points).

The iPIP is based on the fundamental principle that participants should only realize compensation benefits from a specified group of investments if those particular investments have achieved success for the company. Therefore, there are meaningful hurdles which must be achieved before iPIP participants receive any payoutpayouts from the iPIP ~~compensation pools. Specifically, all payouts from each iPIP compensation~~ pool, ~~are fully subordinated~~a negative TSR modifier is applied to a complete return of our invested capital in the assets included in that pool, together with a return partially based on a leverage component and partially based on a preferred return hurdle rate (which is 9% for all of the iPIP pools allocated to date). In addition, there is another test designed to further align management and shareholder interests, which has the potential to reduce payouts from an iPIP compensation pool in the event that our long‑termdetermine if iStar’s relative TSR is below the average of the ~~median~~medians of ~~two market indices equally weighted between REITs (the~~the FTSE NAREIT ~~All~~ REITs ~~Index) and small cap stocks (the~~Index & the Russell 2000 ~~Index).~~Index. An independent valuation consultant performs the necessary TSR calculations to determine the extent to which reductions in iPIP pool fundings are required based on TSR performance. If shares of Safehold are the last remaining material asset in a pool, we may elect not to sell the shares for cash but instead to wind up a pool by calculating the performance of the shares as if they had been sold, and then distributing such portion of the shares to iPIP participants as is determined in accordance with the distributions “waterfall” as described above. Management’s calculations, supporting materials, and the TSR calculations are reviewed by the Compensation Committee before payout distributions are made to iPlP participants.

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Illustration of 2013-2014 iPIP Short-Term Pool

CEO Award and Payouts

For purposes of illustration, the following table sets forth information on our CEO’s award and payouts from the 2013-2014 short-term iPIP pool through December 31, 2021. The final payout on the assets in the 2013-2014 short-term iPIP pool occurred during 1st quarter 2019 and the first payout on assets in the 2013-2014 long-term iPIP pool is expected during the 2nd quarter 2022.

2013-14 short-term iPIP—CEO-Specific Data ($000)(1)
Year	2013			2014			2015			2016			2017			2018			2019			2020			2021		Total		Annual Average 2013-2021
Vesting Schedule			0%			40%			55%			70%			85%			100%			100%			100%		100%		—
Grant Date Value (short-term and long-term awards)			N/A		$	5,500		$	0		$	0		$	0		$	0		$	0		$	0		0		—
Realized Value		$	0		$	0		$	0		$	0		$	0		$	7,903(3)			3,982(3)		$	0		0		11,885(3)		$	1,321(3)
Total Cumulative Realized Value as % of Grant Date Value(2)			0%			0%			0%			0%			0%			144%			72%			0%		0%		216%

○

Each year, profits from the short-term iPIP pool were directly invested back into iStar’s business

○

CEO’s first payout did not occur until 2018

○

Round-trip calculated profit to iStar from the 2013-14 short-term pool (through 2021) is $140 million

○

Calculated levered IRR for the 2013-14 short-term pool is approximately 21.6% per year

(1)

Dollars in thousands

(2)

Equals total realized value as a percentage of total grant date value

(3)

Realized value paid 50% in our stock and 50% in cash.

iPIP Distributions Paid in 2021

No payouts ~~to participants~~were made from the 2013-2014 short-term or long-term iPIP ~~compensation~~ pools ~~will occur until there~~during 2021. The final payout from the 2013-2014 short-term iPIP pool occurred during 1st quarter 2019. The first payout from the 2013-2014 long-term iPIP pool is ~~a full return of our invested capital~~expected during 2nd quarter 2022.

The final payout from the 2015-2016 short-term iPIP pool was made during 2021. The first and final payout from 2015-2016 long-term iPIP pool is expected during 2nd quarter 2022.

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No payouts have yet been made from the 2017-2018 iPIP pool, the 2019-2020 iPIP pool or the 2021-2022 iPIP pool.

		Total distributions in respect of vested iPIP points during 2021(1)				Average Annualized Rate of Total Distribution ($)(2)
Executive		Shares($)		Cash($)		Average Annualized Rate of Total Distribution ($)(2)
Jay Sugarman	2013-2014 iPIP pools		0		0		0
	2015-2016 iPIP short-term pool		2,927,375		2,927,375		836,393
	2017-2018 iPlP pools		0		0		0
	2019-2020 iPlP pools		0		0		0
	2021-2022 iPlP pools		0		0		0
Garett Rosenblum	2013-2014 iPIP pools		0		0		0
	2015-2016 iPIP short-term pool		84,320		84,320		24,091
	2017-2018 iPlP pools		0		0		0
	2019-2020 iPlP pools		0		0		0
	2021-2022 iPlP pools		0		0		0

(1)

These distributions were paid 50% in ~~the assets included in a particular pool~~cash and the required return on that capital and, therefore, the initial payouts of an iPIP compensation pool are not expected to occur until a substantial majority of the investment assets included in that particular pool are successfully liquidated. Further, iPIP participants are generally subject to a six‑year vesting period. To promote a further alignment of interests, 50% ~~of iPIP compensation will be payable~~ in shares of our common stock, ~~provided~~net of applicable tax withholdings.

(2)

Calculated from date of inception of short-term iPIP pool through December 31, 2021.

Advantages of the iPIP Structure

iPIP’s features foster strong alignment with shareholder interests.

First, the assets and investments in an iPIP pool must perform well before our executives receive any payout for their points. Even if the assets and investments do perform well, payouts will be reduced if iStar’s TSR underperforms benchmark indices.

Second, the iPIP instills a long-term mindset. Points vest over the course of six years, and iPIP pools must perform successfully over the long term to satisfy the performance tests that are preconditions to any payout.

Third, to further align our executives’ interests with those of our shareholders, iPIP payouts are divided equally between shares of our common stock and cash, rather than all-cash payouts. (However, if there ~~are~~happen to be insufficient shares available ~~shares~~ for issuance under ~~our LTIP, and the balance will~~shareholder-approved plans, iPIP payouts may be ~~paid~~made in cash.) Additionally, under certain circumstances described above, we may elect to distribute Safehold shares to satisfy our obligations to iPIP participants.

~~The~~Finally, the iPIP program is ~~a critical component of accomplishing our long‑term goals~~structured to be similar to executive compensation programs offered by other investment platforms with whom we compete for talent (including real estate funds, hedge funds, and ~~is specifically designed to provide an incentive compensation opportunity that is modeled after~~ private equity “carried interest” programs. It is intended to provide a target aggregate compensation opportunity which, when taken together with a participant’s base salary and annual incentive compensation, will be consistent with the expectations of top‑tier investment talent in other high‑caliber, investment‑based organizations.

~~In 2015, the Committee approved long-term incentive compensation in the form of allocations of Points~~firms). We can only compete for the iPIP compensation pool that includes investments made in 2015-2016 (consisting of a long-term investment pool and a short-term investment pool). During 2015, 33.625 Points were initially allocated in the 2015-2016 iPIP Pool, out of a total of 100 Points initially authorized for the 2015-2016 iPIP Pool. The allocations made in 2015 as long-termbest executive talent if we offer market competitive incentive awards to our chief executive officer and our other executive officers identified in this proxy statement were approved by the Committee based on the Committee’s assessment of each officer’s individual contributions to our investment and origination activities in particular and our financial and operating achievements in general, as follows: Mr. Sugarman-20.0 Points (20% of the Points initially authorized in the 2015-2016 iPIP pool); Ms. Matis-3.5 Points (3.5% of the authorized Points); and Mr. DiStaso-1.0 Point (1% of the authorized Points).opportunities.

~~Long‑Term~~Long-Term Incentive ~~Compensation: Equity‑Based Awards under Long‑Term Incentive Plan (LTIP)~~Compensation—LTIP

As noted above, ~~while our~~the iPIP is intended to serve as the primary vehicle for providing ~~long‑term~~long-term incentive compensation to our named executive officers, other senior executives, and investment ~~professionals,~~professionals. However, as deemed appropriate, we will ~~continue to utilize equity‑based~~also grant equity-based awards under ~~our LTIP, which may be~~the 2009 LTIP. These awards typically are in the form of restricted stock units (Units) that ~~are performance‑based or time‑based.~~entitle the holder to receive an equivalent number of shares of our common stock if and when the Units vest.

~~In 2015,~~During 2021, the ~~long-term incentive~~Compensation Committee granted LTIP awards to our NEOs as shown in the table below. The LTIP awards were granted ~~to Mr. DiStaso also included a long‑term incentive equity‑based award~~in February 2021 in recognition of service and performance during 2020, in the form of Units consisting of a target number of 8,052 performance‑based Units, which may vest on December 31, 2017 if we achieve performance goals with respect to TSR over a three‑year performance period measured against two selected market indices, and 3,451 time‑based Units, which willthat cliff vest in one installment ~~on December 31, 2017 if he is employed by us on~~in January 2024. On vesting, the ~~vesting date.~~Units entitle the holder to receive an equivalent number

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of shares of our Common Stock, net of applicable tax withholdings. The ~~terms~~LTIP award granted to Mr. Fox-Geen in February 2021 was forfeited upon his resignation in May 2021.

Executive	LTIP Awards (Units) Awarded in 2021 (#)		Grant Date Value ($)
Marcos Alvarado		47,969		$	850,000
Jeremy Fox-Geen		25,396		$	450,000
Garett Rosenblum		5,644		$	100,000

Performance-Based Pay

The Compensation Committee allocates pay among base salary, short-term incentives, and long-term incentives to emphasize performance-based, variable compensation. This mix ensures the appropriate alignment of executive compensation with financial performance and shareholder value creation. Notably, a substantial majority of the ~~performance‑based Units~~compensation opportunity for our CEO and is delivered through iPIP, a long-term, performance-based incentive compensation program.

The chart below illustrates our NEOs’ mix of pay for 2021

[MISSING IMAGE: tm223492d1-pc_ceoneopn.jpg]

Risk and Compensation

We believe that both the ~~time‑based Units~~company and our individual employees should focus on identifying, pricing, managing, and monitoring risk, with the objective of achieving attractive, long-term, risk-adjusted returns for our shareholders. Our compensation program is designed to support and motivate our employees in achieving this objective without encouraging excessive risk-taking. We believe the following attributes contribute to an executive compensation program that does not create risks that are ~~described below. During 2015,~~reasonably likely to have a material adverse effect on iStar.

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.

Focus on long-term performance-based compensation. A significant portion of the compensation we pay our senior executives consists of long-term incentive awards that vest over multiple years. These awards will not pay out until iStar earns a complete return of our invested capital, as well as actual or imputed interest and a preferred return hurdle rate, and any payouts are subject to reduction if our total shareholder return is below market.

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iStar executives are also shareholders. Our NEOs, other executive officers, ~~identified~~and directors must comply with rigorous stock ownership guidelines.

Reduced incentive for misconduct. Our clawback policy allows us to recover incentive compensation paid to an executive in ~~this proxy statement were~~the event such executive’s fraud, willful misconduct, or violation of a company policy leads to a restatement of our financial statements or negative revision of a financial measure used to determine that incentive compensation.

No hedging or pledging. Our executives and directors are prohibited from engaging in transactions that hedge the risk of owning iStar common stock. In addition, directors, officers, and other employees may not ~~granted long‑term~~pledge our securities as collateral for a loan or hold iStar securities in a margin account except with prior approval in accordance with guidelines approved by our board from time to time.

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 ~~equity‑based awards under~~compensation program ensures that any loss of value to our ~~LTIP.~~shareholders is shared by management.

Compensation Governance

In ~~2015, other officers~~addition to structuring our compensation programs with objective, predetermined goals, and ~~employees were granted long‑term incentive equity‑based awards under~~providing for direct oversight by our ~~LTIP program in the form of performance‑based Units and time‑based Units.~~

~~Performance‑Based Awards~~

~~LTIP awards delivered in the form of performance‑based Units provide for vesting only if~~Compensation Committee, we ~~achieve performance goals with respect to TSR over~~employ a three‑year performance period measured against two market indices, the FTSE NAREIT All REITs Index (one‑half of the target award) and the Russell 2000 Index (one‑half of the target award). In addition, the employee must be employed by us on the vesting date.

Under these performance‑based LTIP awards, TSR is measured by the increase in the share price of our common stock during the relevant performance period by comparing the price at the end of the current period to the price at the end of the prior period, and assuming reinvestment of dividends paid, if any, on common stock during the period. Our share price is calculated as the average of the NYSE closing prices of our common stock on the last 20 trading days of each relevant period. Our TSR is compared to that of the constituents of the two market indices, which are calculated using a 20 trading day average price. Our stock price, and any companies that are not in the index at the beginning and end of the performance period, will be excluded from the TSR calculation for that index. Performance‑based Units will vest, and shares of our common stock will be earned in the amount of the vested performance‑based Units, based on the performance of our TSR compared to each index (measured as a percentile), as follows:

< Threshold Threshold Target High
TSR Percentile Achieved Less than 30th Percentile 30th Percentile 50th Percentile 75th Percentile
Shares Earned (as % of Target amount) 0% 50% 100% 200%

No shares will be earned if performance is below the threshold level, and results are interpolated on a linear basis between the levels of threshold, target and high, as shown above. If our TSR is negative, the number of ~~shares earned is capped at the threshold level, regardless of our TSR performance relative~~features to the NAREIT All REITs Index and the Russell 2000 Index. Dividends will accrue but will not be paid unless and until performance‑based Units vest and are settled, that is, by the release and delivery of shares to the employee, net of statutory minimum required tax withholdings.

~~Time‑Based Awards~~

LTIP awards delivered in the form of time‑based Units provide for “cliff” vesting in one installment at the end of a three‑year vesting period if the employee remains employed on the vesting date. Dividends will accrue but will not be paid unless and until time‑based Units vest and are settled.

~~Other Compensation Program Design Features~~

~~We have also adopted the following policies as part of the overall design of~~enhance our compensation ~~program:~~governance, as described below.

~~Minimum~~ Stock Ownership Guidelines ~~for Non‑Employee Directors and Senior Officers~~

Our ~~non‑employee~~non-employee directors, executive officers, and other senior officers are expected to maintain equity ownership interests having ~~a value~~ at least ~~equal to a specified~~ minimum prescribed values. Our ownership ~~level determined by reference to each such individual’s position,~~guidelines are as ~~set forth below:~~follows:

	5x			10x		6x	3x

~~Position~~		~~Minimum Ownership Level~~
~~Non-Employee Directors~~		~~5X annual~~Annual cash retainer ($500,000) Non-Employee Director
		Base salary ($6 million) Chairman and Chief Executive Officer (CEO)		~~5X base~~	Base salary
~~Chief Legal Officer/~~ ($3.3 million) President and Chief Investment Officer		~~3X base~~	Base salary
~~Other CEO Direct Reports (including~~ ($1.5 million) Chief Financial Officer and ~~Executive Vice Presidents)~~other CEO direct reports		~~1.5X base salary~~
~~Senior Vice Presidents (or equivalent)~~		~~1X base salary~~

~~For purposes of these stock ownership guidelines, unvested time‑based Units are counted~~Non-employee directors and ~~unearned performance‑based Units are not counted. Each non‑employee director and officer has~~officers have five years from the ~~adoption of these guidelines in 2013, or the~~ date ~~of his or her election~~they are elected to the board or ~~appointment~~appointed to an officer position, as the case may be, ~~whichever is later,~~ to satisfy the ownership guidelines. ~~Taking into account any permitted transition period, all~~All of our ~~non‑employee~~non-employee directors and named executive officers ~~identified in this proxy statement~~ are currently in compliance with the guidelines.

Clawback Policy

We have a “clawback” policy that is reflected in the provisions of our incentive compensation awards. If we determine that an employee has engaged in fraud, willful misconduct, or violation of a company policy, and we further determine that ~~causes~~misconduct caused or ~~contributes~~contributed to a material restatement or adjustment of iStar’s financial results within two years after the period presented, or ~~causes~~caused a material negative revision of a financial measure used to ~~award~~determine incentive compensation, the Compensation Committee will review ~~performance‑based~~performance-based compensation awarded to ~~the~~that employee and, if appropriate, seek recoupment of an appropriate portion of such ~~performance‑based compensation.~~award.

~~Prohibition~~

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Insider Trading Policies and Procedures

The federal securities laws prohibit a company’s directors, officers, employees and other “insiders” from engaging in securities trading on ~~Hedging Transactions~~

~~We have~~the basis of material, non-public information. It is our policy, without exception, to comply with all applicable laws and regulations in conducting our business. Accordingly, iStar has adopted aan insider trading policy that prohibits ~~directors,~~each member of our Board of Directors and each of our officers and other employees from buying or selling our securities on the basis of material, non-public information, and from assisting or working in concert with others to do so. We impose “blackout periods” on a quarterly basis, and otherwise as appropriate, that prohibit insiders from trading in ~~financial instruments or engaging in hedging transactions involving~~ our securities, and require that ~~are designed to hedge or offset the risks of price fluctuations~~any trading by an insider must be approved in ~~the value of our securities (including but not limited to collars or forward sale contracts, puts, calls or other exchange traded options, or short sales of our shares).~~

~~Prohibition on Pledged Securities and Margin Accounts~~

We prohibit directors, officers and other employees from pledging our securities as collateral for a loan or holding iStar securities in a margin account, except with prior approval in accordance with guidelines approvedadvance by our board from time to time. Exceptions may be granted and approval given on a case‑by‑case basis in circumstances where an individual clearly demonstrates the financial capacity to meet a margin call or repay the loan without resort to the pledged shares, or where the amount of pledged shares or shares held in a margin account is not significant in comparison to the individual’s total ownership of our shares, or where the aggregate amount of pledged shares by all insiders is not significant compared to our total outstanding shares.compliance officer.

“Double Trigger” ~~Change in Control~~Change-in-Control Provision for ~~Long‑Term~~Long-Term Incentive Compensation

All ~~long‑term~~long-term incentive compensation awards for our executive officers ~~in the form of iPIP Points or LTIP Units,~~ include a “double trigger” ~~change in control~~change-in-control provision, meaning that a change in control of ~~the Company alone~~iStar will not alone cause any acceleration of vesting of ~~the incentive compensation awards~~those awards. Only if ~~the change in control~~a change-in-control transaction is followed by termination of ~~the executive’s~~ employment or(or effective termination ~~such as~~due to a material reduction in position, responsibilities, compensation, or other significant terms of ~~employment,~~employment), will the incentive compensation awards continue to vest, either in full or on a prorated basis.

~~Risk and Compensation~~Tax Considerations

~~As noted above in the discussion~~Section 162(m) of the ~~board’s role~~Internal Revenue Code generally limits tax deductibility of compensation paid by a public company to its chief executive officer and certain other highly compensated executive officers to $1 million annually. Prior to enactment of the Tax Cuts and Jobs Act in ~~risk oversight,~~November 2017, Section 162(m) included an exception for performance-based compensation that meets specific requirements. This exception has now been repealed, subject to certain grandfathered exceptions, which means employers generally lose the deduction for compensation to covered executives in excess of $1 million. Notwithstanding the loss of the exception for performance-based compensation, the Compensation Committee generally intends to continue to utilize the grandfathering rule under the Tax Cuts and Jobs Act where available. However, the Compensation Committee reserves the right to pay nondeductible compensation.

Roles and Responsibilities in Setting Named Executive Officer Compensation

Compensation Committee

The Committee is currently made up of three independent directors and reports to the Board.

The Compensation Committee reviews and approves overall compensation philosophy and strategy, as well as the compensation programs in which executive officers participate. Ultimately, the Compensation Committee is responsible for:

○

approving specific compensation for the executive officers

○

determining the form and amount of that compensation

○

aligning executive compensation with shareholders’ interests

To that end, at the beginning of each year the Compensation Committee works with the CEO to set company performance goals and benchmarks for individual executive performance that we expect will positively influence shareholder value. At the end of each year, the Compensation Committee, taking into consideration the CEO’s recommendations for his direct reports, determines and approves specific compensation amounts for our ~~view,~~executive officers.

With respect to the CEO, the Compensation Committee annually:

CD&A ● 2021 Compensation Program

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○

reviews and approves objectives

○

evaluates the CEO’s performance against those objectives and iStar’s overall performance

○

determines the CEO’s compensation level based on that evaluation

When appropriate, members of the Compensation Committee engage with shareholders and other stakeholders to seek input on executive compensation matters.

The Compensation Committee has authority to retain independent compensation consultants and legal counsel to assist it ~~is not possible or desirable~~in fulfilling its obligations.

Independent Compensation Consultant

Pay Governance, an independent executive compensation consultant, has been retained by the Committee since 2012 to provide consulting advice on matters of governance and executive compensation.

As requested by the Compensation Committee, Pay Governance performs the following services:

○

provides advice and opinion on the appropriateness and competitiveness of our executive compensation programs relative to ~~eliminate risk from~~market practice

○

provides advice on our ~~business activities. We believe that both~~compensation strategy and our internal compensation-setting processes and governance

○

attends Compensation Committee meetings

Chief Executive Officer

The CEO is supported by other members of the senior management team in setting goals and measuring company and individual performance.

The CEO works with iStar’s other executive officers to set performance goals for the company and ~~our~~ individual ~~employees should focus on identifying, pricing, managing~~executives, as appropriate, at the beginning of each year. Using that collective insight, the CEO recommends incentive plan designs and ~~monitoring risk with~~goals for the ~~objective of achieving attractive, long‑term, risk‑adjusted returns~~Compensation Committee’s review and approval.

The CEO makes recommendations to the Compensation Committee regarding compensation for ~~our shareholders. We believe that our compensation program should support~~the NEOs after reviewing iStar’s overall performance and ~~motivate our employees in achieving this objective, but should not encourage excessive risk taking. We believe that our compensation program~~each executive’s personal contributions. The CEO incorporates numerous qualitative factors into his recommendations. The CEO does not ~~create risks that are reasonably likely to have a material adverse effect on us, based in part on the following attributes of our program:~~

~~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.~~

~~Compensation is variable and performance‑based. No individual’s compensation is guaranteed.~~

A significant portion of the compensation we pay our senior executives consists of long‑term equity incentive awards which vest over multiple years, and a substantial portion of the LTIP award opportunity will only vest if our shareholder value creation is above market, measured by comparison to two market indices.

~~Our executives have no “golden parachute” or “golden coffin” arrangements.~~

~~Our equity awards include clawback provisions which enable us to recover the awards~~participate in the ~~event of gross negligence~~Committee’s executive session discussions or ~~misconduct directly~~deliberations related to ~~a material restatement of our financial or operating results.~~his own compensation.

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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 our management.

Compensation Committee Report

In connection with our oversight of the compensation programs of iStar Inc.~~, a Maryland corporation (the Company)~~, we, the members of the Compensation Committee listed below, have reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. Based upon ~~the~~this review and discussion, the Compensation Committee has recommended to ~~the~~iStar’s board of directors ~~of the Company~~ that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in ~~the Company’s 2015~~iStar’s 2021 annual report on Form ~~10‑K Report.~~10-K.

Submitted by the Compensation ~~Committee:~~

~~Robert W. Holman, Jr. (Chairman)~~

~~Robin Josephs~~

~~John G. McDonald~~Committee

Barry W. Ridings (Chairman)
Robin Josephs
David Eisenberg

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amounts: 100% points in the 2015-2016 iPIP pools (no increase), 85% points in the 2017-2018 iPIP pools, 55% points in the 2019-2020 iPIP pools and 40% points in the 2021-2022 iPIP pools.

Retirement. If a participant’s employment is terminated as a result of the participant’s “retirement” (defined in the iPIP and described below) prior to the first anniversary of the commencement of an iPIP pool, the unvested points are forfeited. If a participant’s employment is terminated as a result of the participant’s “retirement” following the first anniversary of the commencement of an iPIP pool, then 50% of the participant’s unvested points in that pool are forfeited and the remaining 50% will continue to vest, ~~either~~pro rata, on the same schedule as if the participant had not retired. Any such points that vest following retirement will be forfeited if the participant competes with iStar, but the participant will not be required to repay any amounts previously received unless the board exercises its authority under our “clawback” policy, described on page 44. For purposes of this partial vesting, “retirement” is defined in ~~full or on prorated basis.~~

the iPIP to mean retirement from iStar after age 60, and with a sum of age plus years of service equal to at least 70.

~~Under the terms of our LTIP and the applicable award agreements, if, on December 31, 2015, employment of our executive officers identified~~Termination after a change in ~~this proxy statement had been terminated without cause following~~control. If, after a change in control, a participant’s employment is terminated by iStar (or its successor) without cause or by the ~~executive officers identified~~participant for “good reason,” (as defined in ~~this proxy statement would have earned~~the iPIP) then the participant’s unvested ~~Units having the values, and shares would have been delivered~~iPIP points will continue to vest on the ~~vesting dates, set forth below:~~

Name
Market Value of Earned Units Upon Termination Without Cause ($)⁽¹⁾
Vesting/Delivery Date
Jay Sugarman $ 247,632
2/1/16
David DiStaso 102,635
2/1/16
34,478
12/31/16
13,493
12/31/17
Nina Matis 307,913
2/1/16


~~(1)~~	~~Based on the $11.73 per share NYSE closing price of our common stock as of December 31, 2015 and prorated vesting of the unvested Units in accordance with the terms of the award agreements.~~

~~Under the iPIP, the following rules shall apply upon a termination of employment:~~


~~(i)~~	~~if the participant’s employment is terminated for “cause”, then all Points, whether vested or unvested, shall be forfeited;~~

~~(ii)~~

if the participant’s employment is terminated due to the participant’s death or disability, then the participant’s amount of vested Points shall be increased as of the date of such termination to the next vesting level (for example, if the participant was not yet vested in any Points at the time of such termination, the participant’s vested Points shall be increased to 40%); if this circumstance had occurred on December 31, 2015, the vested Points of our executive officers identified in this proxy statement would have increased to the following amounts: Mr. Sugarman - 24.2 Points in 2013-2014 iPIP Pool and 8.0 Points in 2015-2016 iPIP Pool; Ms. Matis - 5.775 Points in 2013-2014 iPIP Pool and 1.4 Points in 2015-2016 iPIP Pool; and Mr. DiStaso - 1.375 Points in 2013-2014 iPIP Pool and 0.4 Points in 2015-2016 iPIP Pool.

~~(iii)~~

if the participant’s employment is terminated as a result of the participant’s “retirement” (i.e., retirement from the company after age 60, and with a sum of age plus years of service equal to at least 70) following the first anniversary of the commencement of an iPIP compensation pool, then 50% of the participant’s unvested Points in such pool shall continue to vest on the same schedule as if the participant had not incurred such termination (with such vesting occurring pro rata at each vesting level), except that any such Points that vested following retirement shall be forfeited if the participant competes with us (provided, that the participant shall not be required to repay any amounts previously received unless the provisions referred to below under “Clawback” apply); if Ms. Matis (our only executive officer identified in this proxy statement who qualified for “retirement” as defined) had retired on December 31, 2015, 6.3 of her unvested Points in 2013-2014 iPIP Pool and 2.1 Points of her unvested Points in 2015-2016 iPIP Pool would continue to vest on the same schedule as if she had not retired; and


~~(iv)~~	if, after a change in control, the participant’s employment is terminated by us without cause or by the participant for “good reason”, then the participant’s unvested Points shall continue to vest on the same schedule as if the participant had not incurred such termination.

~~For purposes of the table above, no values are being shown attributable to the incremental vesting of iPIP Points upon a termination of employment because the performance hurdles under the iPIP~~ had not ~~been met as of December 31, 2015.~~

incurred such termination.

~~Except as set forth above, upon a termination of employment, all unvested Points shall be forfeited.~~ Following a formal determination by the ~~Board~~board to proceed with a liquidation of the company, ~~a participant shall~~all participants will become 100% vested in ~~his or her Points~~their respective iPIP points if ~~the participant’s~~their employment is terminated thereafter by us without cause or by the participant for good reason.

The iStar Inc. Severance Plan provides separation benefits in the event an employee is terminated without cause, on terms that are available generally to all salaried employees.

~~Compensation Committee Interlocks and Insider Participation~~

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Proposal 3—Ratification of the ~~date~~Appointment of ~~this proxy statement, the members of the Compensation~~Independent Registered Public Accounting Firm

The Audit Committee are Robert W. Holman, Jr. (Chairman), Robin Josephs, John G. McDonald and Barry W. Ridings. No member of the Compensation Committee is or was formerly an officer or an employee of the company. None of our executive officers serves as a member of the board of directors, ~~or compensation committee of any entity that has one or more executive officers serving as a member~~with the concurrence of the board, has selected Deloitte & Touche LLP, an independent registered public accounting firm, to be our ~~board, nor has such interlocking relationship existed in the past.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Directors, officers and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us, duringauditors for the fiscal year ~~ended~~ending December 31, ~~2015, all Section 16(a) filing requirements applicable~~2022, subject to ratification by our ~~directors, officers and greater than 10% beneficial owners were met.~~

~~DIRECTOR COMPENSATION~~

~~Our compensation program for our non‑employee directors provides for payments~~shareholders. We expect a representative of annual retainers for directors, committee chairs and committee members and annual equity awards for directors. Directors do not receive additional fees for board or committee meetings attended. Currently, we pay all non‑employee directors an annual retainer of $100,000, paid in quarterly cash installments. The chairs of our board committees receive the following annual retainers, paid in quarterly cash installments: Audit Committee-$40,000; Compensation Committee-$40,000; and other committees-$16,000. Committee members receive the following annual retainers, paid in quarterly cash installments: Audit Committee-$15,000; Compensation Committee-$15,000; and other committees-$10,000. Each non‑employee director receives an annual equity award of $125,000, payable at their election in common stock equivalents (CSEs) or restricted shares of our common stock. The number of CSEs or restricted shares is based on the average NYSE closing price for our common stock for the 20 days priorDeloitte & Touche LLP to ~~the date of~~attend the annual shareholders meeting. Our Lead Director receives an additional award of $75,000, in consideration of her services as Lead Director, payable at her election in CSEs or restricted shares based on the average NYSE closing price for our common stock for the 20 days prior to the date of the annual shareholders meeting. The ~~CSEs~~representative may make a statement, and ~~restricted shares generally vest at the time of the next subsequent annual shareholders meeting. An amount equal~~will respond to ~~the dividends~~appropriate questions.

Accounting Fees and Services

Fees paid ~~on an equivalent number of shares of~~to Deloitte & Touche LLP, or Deloitte, our common stock is paid on the CSEs and restricted shares from the date of grant, as and when dividends are paid on the common stock. Under the Non‑Employee Directors’ Deferral Plan, directors have the opportunity to defer the receipt of some or all of their compensation in accordance with the provisions of the plan.

~~The table below summarizes the compensation information for our non-employee directors~~independent registered public accounting firm for the fiscal year ended December 31, ~~2015. Jay Sugarman, our chairman~~2021 and ~~chief executive officer, is not included in this table as he is our employee and receives no compensation for his services as a director.~~

Name Fees Earned or Paid in Cash ($)
Stock Awards
($)⁽¹⁾

All Other Compensation
($)⁽²⁾
Total ($)
Clifford De Souza $ 56,250
$ 98,096
$ —
$ 154,346
Robert W. Holman, Jr. 158,750
129,499
5,000
293,249
Robin Josephs 131,000
207,187
5,000
343,187
John G. McDonald 130,000
129,499
5,000
264,499
Dale Anne Reiss 145,000
129,499
5,000
279,499
Barry W. Ridings 138,000
129,499
5,000
272,499

~~(1)~~

Amounts included in the "Stock Awards" column reflect the grant date fair value of CSEs and restricted share awards made to directors in 2015 computed in accordance with FASB ASC Topic 718 (without regard to forfeitures). These awards were made to the directors under the Non-Employee Directors' Deferral Plan. The CSE and restricted share awards are valued using the closing price of our common stock on the date of grant. As of December 31, 2015, the directors held the following aggregate amounts of CSEs and/or restricted shares: Robert W. Holman, Jr.-43,591 CSEs and 8,993 restricted shares; Robin Josephs-75,513 CSEs and 14,388 restricted shares; John G. McDonald-78,529 CSEs; Dale Anne Reiss-43,591 CSEs and 8,993 restricted shares; Barry W. Ridings- 6,670 CSEs and 8,993 restricted shares; and Clifford De Souza 7,494 restricted shares.

~~(2)~~

Our directors are eligible to participate in our broad-based matching gifts program under which we will donate funds equal to contributions made by directors or employees to qualified nonprofit organizations, up to a maximum annual matching contribution per individual of $5,000 for directors and senior officers, $2,500 for other officers and $1,500 for other employees. Our directors are also eligible for reimbursement of the costs of attending continuing director education programs. Amounts included in the "All Other Compensation" column include any matching gifts made by us on behalf of the director and any education costs reimbursed by us to the director.

~~INDEMNIFICATION~~

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements provide that we will indemnify the directors and the executive officers to the fullest extent permitted by our charter and Maryland law against certain liabilities (including settlements) and expenses actually and reasonably incurred by them in connection with any threatened or pending legal action, proceeding or investigation to which any of them is, or is threatened to be, made a party by reason of their status as our director, officer or agent, or by reason of their serving as a director, officer or agent of another company at our request. The Maryland General Corporation Law, or MGCL, permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. Under the MGCL, a Maryland corporation is required to indemnify any director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity, unless the charter requires otherwise, which our charter does not. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately be determined that the standard of conduct was not met. Our charter requires us to indemnify and advance expenses to our directors and officers to the full extent required

~~or permitted by Maryland law. In addition, we have obtained directors and officers liability insurance, which covers our directors and executive officers.~~

~~ACCOUNTING FEES AND SERVICES~~

~~Fees paid to PricewaterhouseCoopers LLP, our independent registered public accounting firm, during the last two fiscal years~~2020, were as follows:

Type of fee	2021			2020
Audit fees		$	1,138,890		$	1,166,892
Audit-related fees			—			10,500
Tax fees			480,611			272,927
All other fees			—			—
Total fees		$	1,619,501		$	1,450,319

Audit ~~Fees:~~Fees. ~~The aggregate~~ These fees were incurred ~~during the fiscal years ended December 31, 2015 and December 31, 2014~~ for professional services rendered ~~by PricewaterhouseCoopers LLP~~ in connection with ~~its~~ integrated audits of our consolidated financial statements and our internal control over financial reporting, ~~and its~~ limited reviews of our unaudited consolidated interim financial statements ~~were approximately $1,541,000~~ and ~~$1,706,000, respectively.~~comfort letters.

Audit-Related ~~Fees:~~Fees. The ~~aggregate~~2020 fees were incurred ~~during the fiscal years ended December 31, 2015 and December 31, 2014~~ for assurance and related services ~~rendered by PricewaterhouseCoopers LLP~~ that are reasonably related to the performance of the audit or review of our financial statements and are not disclosed under ~~"Audit Fees" above, were approximately $13,000 and $13,000, respectively.~~“Audit Fees.” These audit-related fees included fees related to ~~the issuance~~Deloitte review of ~~mortgage servicing compliance reports.~~SEC filings.

Tax ~~Fees:~~Fees. ~~The aggregate~~ These fees were incurred ~~during the fiscal years ended December 31, 2015 and December 31, 2014~~ for professional services rendered ~~by PricewaterhouseCoopers LLP for~~in connection with tax compliance, tax advice, and tax ~~planning were approximately $471,406 and $302,176, respectively.~~planning. These services included income tax compliance and related tax services.

~~All Other Fees:~~ ~~No fees were incurred during the years ended December 31, 2015 or December 31, 2014 for other professional services rendered by PricewaterhouseCoopers LLP.~~

Our Audit Committee is responsible for retaining and terminating our independent registered public accounting firm (subject, if applicable, to shareholder ratification) and for approving the performance of any non-audit services by the independent registered public accounting firm. In addition, the Audit Committee is responsible for reviewing and evaluating the qualifications, performance, and independence of the lead partner of the independent registered public accounting firm and for presenting its conclusions ~~with respect to the independent registered public accounting firm~~on those matters to the full board.

Proposal 3—Ratification of the Appointment of Independent Registered
Public Accounting Firm ● Accounting Fees and Services

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The Audit Committee has the sole authority to approve all audit engagement fees and terms, as well as significant non-audit services, ~~with~~involving the independent registered public accounting firm. During fiscal ~~2015,~~2021, the Audit Committee approved all audit engagement fees and terms ~~with PricewaterhouseCoopers LLP,~~involving Deloitte, as well as all significant non-audit services performed by ~~PricewaterhouseCoopers LLP.~~Deloitte.

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Report of the Audit Committee

The Audit Committee oversees the financial reporting process of iStar Inc. on behalf of the board of directors in accordance with our charter. The board has determined that all members of the Audit Committee meet the independence requirements of both the Securities and Exchange Commission, or SEC, and the New York Stock Exchange, or NYSE. The board also has determined that all members of the Audit Committee are “audit committee financial experts” within the meaning of the SEC rules, and are financially literate and have accounting or related financial management expertise, as such qualifications are defined under NYSE rules. We operate under a written charter approved by the board, consistent with the corporate governance rules issued by the SEC and the NYSE. Our charter is available on iStar’s website at www.istar.com (under “Investors” and then “Governance & Proxy”) and will be provided in print, without charge, to any shareholder who requests a copy.

iStar’s management is responsible for executing the financial reporting process and preparing the quarterly and annual consolidated financial statements, including maintaining a system of internal controls over financial reporting, as well as disclosure controls and procedures.

We are directly responsible for the appointment, compensation, retention, oversight, and termination of the external auditors. We have appointed Deloitte & Touche LLP, or Deloitte, an independent registered public accounting firm, to audit iStar’s consolidated financial statements for the year ending December 31, 2022.

The independent registered public accounting firm is responsible for auditing the effectiveness of iStar’s internal controls over financial reporting and for expressing its opinion thereon, in addition to auditing the annual consolidated financial statements and expressing an opinion whether those financial statements conform to generally accepted accounting principles in the United States. We also approve the engagement of an accounting firm to assist management in preparing documentation, testing and evaluating internal controls over financial reporting, and reviewing the performance of those controls. We do not prepare financial statements or conduct audits.

In its capacity as iStar’s independent registered public accounting firm for 2021, Deloitte issued a report on the consolidated financial statements as of and for the year ended December 31, 2021. In connection with the December 31, 2021, audited consolidated financial statements, we have:

○

reviewed and discussed with management and the independent registered public accounting firm iStar’s internal controls over financial reporting, including a review of management’s and the independent registered public accounting firm’s assessments of and reports on the effectiveness of internal controls over financial reporting and any significant deficiencies or material weaknesses;

○

30reviewed and discussed with management and the independent registered public accounting firm iStar’s audited financial statements, including discussions regarding critical accounting policies, other appropriate financial accounting and reporting principles and practices, the quality of such principles and practices, and the reasonableness of significant judgments;

○

reviewed and considered the written disclosures in the letter received from Deloitte, as required by the Public Company Accounting Oversight Board, regarding the independent accountant’s communications with the Audit Committee regarding independence, including a discussion about its independence from iStar and management.

~~SECURITY OWNERSHIP~~

Report of the Audit Committee

iStar Inc. 2022 Proxy Statement | 57

TABLE OF ~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~CONTENTS

Based on the reviews and discussions above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee charter in effect in 2021, we recommended to the board that the audited consolidated financial statements for 2021 be included in iStar’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC. The board approved our recommendation.

Submitted by the Audit Committee

Clifford De Souza (Chairman)
Richard Lieb
Barry W. Ridings

The above report will not be deemed to be incorporated by reference into any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent that we specifically incorporate the same by reference.

58 | iStar Inc. 2022 Proxy Statement

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Stock Ownership Information

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth ~~certain~~ information available to us ~~as of March 23, 2016 (except as otherwise indicated)~~ with respect to any common stock and Series D preferred stock owned by our directors, nominees for director, ~~and~~ executive officers, and any individual or group of shareholders known to be the beneficial owner of more than 5% of our issued and outstanding common stock and Series D preferred ~~stock.~~stock as of March 22, 2022. This table includes options, if any, that are currently exercisable or exercisable within 60 days of the date of this proxy statement, and CSEs and restricted shares of our common stock awarded to non-employee directors under the iStar Inc. Non-Employee ~~Directors~~Directors’ Deferral Plan ~~which~~that are or will be fully vested within 60 days.

Name and Address of Beneficial Owners(1)	Common Stock Beneficially Owned(1)		% of Basic Common Stock Outstanding(2)		Series D Preferred Stock Beneficially Owned(1)		% of Series D Preferred Stock Outstanding(2)
Marcos Alvarado(3)		74,847(4)		*		—		—
Clifford De Souza(3)		77,351(5)		*		—		—
David Eisenberg(3)		25,246(6)		*		—		—
Robin Josephs(3)		267,704(7)		*		—		—
Richard Lieb(3)		34,681(8)		*
Barry W. Ridings(3)		112,249(9)		*		—		—
Garett Rosenblum(3)		30,759(10)		*
Jay Sugarman(3)		2,749,412(11)		3.98%		2,000		0.05%
BlackRock, Inc. 55 E. 52nd Street New York, NY 10055		13,421,862(12)		19.43%		—		—
FMR LLC 245 Summer Street Boston, MA 02210		6,306,977(13)		9.13%		—		—
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355		10,993,724 (14)		15.91%		—		—
All executive officers, directors and nominees for director as a group (8 persons)		3,372,249		4.88%		2,000		0.05%

Less than 1%.

(1)

Except as otherwise indicated and subject to applicable community property laws and similar statutes, the person listed as the beneficial owner of shares has sole voting power and dispositive power with respect to the shares.

(2)

As of March 22, 2022, 69,081,545 shares of common stock were outstanding for purposes of this table, of which 69,027,981 were entitled to vote, and 4,000,000 shares of Series D preferred stock were outstanding and entitled to vote.

(3)

c/o iStar Inc., 1114 Avenue of the Americas, 39th Floor, New York, NY 10036.

(4)

Shares are owned directly by Mr. Alvarado.

(5)

Includes 70,532 shares owned directly by Mr. De Souza and 6,819 restricted shares of common stock owned directly that are or will be fully vested within 60 days.

(6)

Includes 18,247 shares owned directly by Mr. Eisenberg and 6,819 restricted shares of common stock owned directly that are or will be fully vested within 60 days.

Name and Address of Beneficial Owner⁽¹⁾

Common Stock Beneficially Owned⁽¹⁾

% of Basic Common Stock Outstanding⁽²⁾

Series D Preferred Stock Beneficially Owned⁽¹⁾

% of Series D Preferred Stock Outstanding⁽²⁾
Clifford De Souza⁽³⁾
7,494
⁽⁴⁾
*

David DiStaso⁽³⁾
93,994
⁽⁵⁾
*
607
⁽⁵⁾
*
Robert W. Holman, Jr.⁽³⁾
118,769
⁽⁶⁾
*

Robin Josephs⁽³⁾
162,512
⁽⁷⁾⁽⁸⁾
*

Nina Matis⁽³⁾
372,611
⁽⁹⁾
*

John G. McDonald⁽³⁾
118,529
⁽¹⁰⁾
*

Dale Anne Reiss⁽³⁾
78,529
^(11)(12)
*
900
*
Barry W. Ridings⁽³⁾
41,608
⁽¹³⁾
*

Jay Sugarman⁽³⁾
2,600,880
⁽¹⁴⁾
3.44 % 2,000
*
Apollo Capital Management, L.P.
⁽¹⁵
⁾

⁽¹⁵
⁾

BlackRock, Inc. 6,259,120
⁽¹⁶⁾
8.29 %
Diamond Hill Capital Management, Inc. 7,261,392
⁽¹⁷⁾
9.62 %
FMR LLC 4,435,191
⁽¹⁸⁾
5.87 %
Morgan Stanley 4,507,988
⁽¹⁹⁾
5.97 %
The Vanguard Group 5,441,597
⁽²⁰⁾
7.21 %
All executive officers, directors and nominees for director as a group (9 persons) 3,594,926
4.76 %

Stock Ownership Information ● Security Ownership of Certain Beneficial
Owners and Management

iStar Inc. 2022 Proxy Statement | 59

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(7)

Includes 21,644 shares owned directly by Ms. Josephs, 10,910 restricted shares owned directly that will be fully vested within 60 days, and 84,296 CSEs held under the iStar Inc. Non-Employee Directors’ Deferral Plan that are fully vested. Also includes 137,714 shares owned indirectly through a family trust and 34,667 shares owned indirectly through an IRA, as to which Ms. Josephs disclaims beneficial ownership, except to the extent of any pecuniary interest therein.

(8)

Includes 27,862 shares owned directly by Mr. Lieb and 6,819 restricted shares of common stock owned directly that are or will be fully vested within 60 days.

(9)

Includes 97,976 shares owned directly by Mr. Ridings, 6,819 restricted shares of common stock that are or will be fully vested within 60 days, and 7,454 CSEs held under the iStar Inc. Non-Employee Directors’ Deferral Plan that are fully vested.

(10)

Shares are owned directly by Mr. Rosenblum.

(11)

Includes 2,522,335 shares of common stock owned directly by Mr. Sugarman and 40,544 shares owned indirectly through Mr. Sugarman’s spouse. Also includes 151,866 shares owned indirectly through family trusts and 34,667 shares owned indirectly through a foundation, as to which Mr. Sugarman disclaims beneficial ownership, except to the extent of any pecuniary interest therein.

(12)

This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2021, as amended, filed with the SEC by BlackRock, Inc. and a review of public filings by the funds reported as beneficial owners in that Schedule 13G.

(13)

This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2021, as amended, filed with the SEC by FMR LLC and Ms. Abigail P. Johnson.

(14)

This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2021, as amended, filed with the SEC by The Vanguard Group.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Directors, officers, and greater than 10% shareholders are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to our directors, officers, and greater than 10% beneficial owners were met.


*	~~Less than 1%.~~


~~(1)~~	Except as otherwise indicated and subject to applicable community property laws and similar statutes, the person listed as the beneficial owner of shares has sole voting power and dispositive power with respect to the shares.


~~(2)~~	As of March 23, 2016, 75,500,999 shares of common stock were outstanding, of which 75,310,955 were entitled to vote, and 4,000,000 shares of Series D preferred stock were outstanding and entitled to vote.


~~(3)~~	~~c/o iStar Inc., 1114 Avenue of the Americas, 39th Floor, New York, NY 10036.~~


~~(4)~~	~~Includes 7,494 restricted shares of common stock owned directly by Mr. De Souza which are or will be fully vested within 60 days.~~


~~(5)~~	Includes 93,994 shares of common stock and 607 shares of Series D preferred stock owned directly by Mr. DiStaso. Does not include 37,704 unvested restricted stock units awarded to Mr. DiStaso, which represent the right to receive shares of common stock if and when the units vest.


~~(6)~~	Includes 40,240 shares owned indirectly by Mr. Holman through a partnership, 25,945 shares owned directly, 43,591 CSEs held under the iStar Inc. Non-Employee Directors Deferral Plan which are fully vested and 8,993 restricted shares of common stock which are or will be fully vested within 60 days.


~~(7)~~	Includes 15,977 shares of common stock owned indirectly by Ms. Josephs through a family trust, 13,140 shares owned indirectly through an Individual Retirement Account, 43,494 shares owned directly, 75,513 CSEs held under the iStar Inc. Non-Employee Directors Deferral Plan which are fully vested and 14,388 restricted shares of common stock which are or will be fully vested within 60 days.


~~(8)~~	~~Ms. Josephs also indirectly beneficially owns 3,030 shares of non-voting Series F preferred stock.~~


~~(9)~~	~~Includes 372,611 shares of common stock owned directly by Ms. Matis.~~


~~(10)~~	Includes 28,000 shares of common stock owned indirectly by Professor McDonald through an Individual Retirement Account, 12,000 shares owned indirectly through a family trust and 78,529 CSEs held under the iStar Inc. Non-Employee Directors Deferral Plan which are or will be fully vested within 60 days.


~~(11)~~	Includes 25,945 shares held directly by Ms. Reiss, 43,591 CSEs held under the iStar Inc. Non-Employee Directors Deferral Plan which are fully vested and 8,993 restricted shares of common stock which are or will be fully vested within 60 days.


~~(12)~~	~~Ms. Reiss also indirectly beneficially owns 2,768 shares of non-voting Series E preferred stock and 4,142 shares of non-voting Series F preferred stock.~~


~~(13)~~	Includes 25,945 shares held directly by Mr. Ridings, 6,670 CSEs held under the iStar Inc. Non-Employee Directors Deferral Plan which are fully vested and 8,993 restricted shares of common stock which are or will be fully vested within 60 days.


~~(14)~~	~~Includes 2,560,336 shares of common stock owned directly by Mr. Sugarman and 40,544 shares owned indirectly through Mr. Sugarman's spouse.~~

~~(15)~~

Based solely on a Schedule 13G, dated December 31, 2015, as amended, filed with the SEC by Apollo Capital Management, L.P. and certain affiliated persons, many of which disclaim beneficial ownership of such shares, (i) various entities affiliated with Apollo Capital Management, L.P. hold undisclosed amounts of our common stock, 1.5% convertible senior notes due 2016, 3.0% convertible senior notes due 2016 and 4.5% Series J cumulative perpetual preferred stock; and (ii) if the Apollo entities, and only the Apollo entities, converted all of their convertible securities, they would hold up to 7,467,726 shares of our common stock. This amount of holdings would represent approximately 9.89% of our common stock outstanding. This shareholder's address is 9 W. 57^th60 ~~Street, 43~~| ^rdiStar Inc. ~~Floor, New York, NY 10019. According to the 13G.~~2022 Proxy Statement


~~(16)~~	This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2015, filed with the SEC by BlackRock, Inc. and a review of public filings by the funds reported as beneficial owners in that Schedule 13G. This shareholder's address is 55 E. 52nd Street, New York, NY 10055.


~~(17)~~	This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2015, as amended, filed with the SEC by Diamond Hill Capital Management, Inc. This shareholder's address is 325 John H. McConnell Blvd., Suite 200, Columbus, OH 43215.


~~(18)~~	This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2015, as amended, filed with the SEC by FMR LLC. This shareholder's address is 245 Summer Street, Boston, MA 02210.


~~(19)~~	~~This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2015, filed with the SEC by Morgan Stanley. This shareholder's address is 1585 Broadway, New York, NY 10036.~~


~~(20)~~	This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2015, filed with the SEC by The Vanguard Group. This shareholder's address is 100 Vanguard Blvd., Malvern, PA 19355.

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

~~Policies~~

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Certain Relationships and ~~Procedures With Respect to~~ Related Party Transactions

It is the policy of our ~~board~~Board of ~~directors~~Directors that all transactions between usiStar and a ~~related party~~“related party” must be approved or ratified by at least a majority of the members of ~~our board~~the Board who have no financial or other interest in the transaction. AFor this purpose, a related party includes any director or executive officer, any nominee for director, any shareholder owning 5% of more of our outstanding shares, and any immediate family member of any such person.

In determining whether to approve or ratify a related party transaction, the ~~board~~Board will take into account, among other factors it deems appropriate, whether the ~~related party~~ transaction is on terms no less favorable than terms generally available to an unaffiliated ~~third‑~~third party under the same or similar circumstances, and the extent of the related party’s interest in the transaction. No director will participate in any discussion or approval of a related party transaction for which ~~he or she~~such director is a related party, except that ~~the~~such a director will provide all material information concerning the related party transaction to our board.

If a related party transaction will be ongoing, ~~our~~the board may establish guidelines for ~~our~~ management to follow in its ongoing dealings with the related party. The ~~board~~Board may delegate to our Nominating and ~~Corporate~~ Governance Committee the authority to review and assess, on at least an annual basis, any such ongoing relationships with the related party to ~~see that~~confirm they are in compliance with the board’s guidelines.

All related party transactions will be disclosed in our applicable filings with the SEC as required under SEC rules.

~~PROPOSALS~~

~~PROPOSAL 1:~~

~~ELECTION OF DIRECTORS~~

~~The~~Our subsidiary is the external manager of Safehold Inc. (“SAFE”) pursuant to a management agreement, which is publicly available on the SEC’s website as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (incorporated by reference from the Company’s Current Report on Form 8-K filed on January 15, 2020). We are also SAFE’s largest shareholder. Our Board has ~~nominated~~adopted specific procedures with respect to transactions in which SAFE is also a participant: such transactions must be approved by majority of our independent directors ~~Sugarman, De Souza, Holman, Josephs, McDonald, Reiss~~on our Board.

We have participated in certain of SAFE’s ground lease investment transactions, as a seller of land or by providing financing to SAFE’s ground lease tenants. These transactions were approved in accordance with our policy with respect to transactions in which SAFE is also a participant, described above. Here is a summary of these transactions during 2021:

○

In December 2021, the Company’s partner in a venture recapitalized an existing multifamily property, which included a Ground Lease provided by SAFE

○

In November 2021, the Company and ~~Ridings~~SAFE entered into an agreement pursuant to which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be ~~elected~~paid is $33.3 million, plus an amount necessary for the Company to ~~hold office~~achieve the greater of a 1.25x multiple and a 12% return on its investment. In addition, the Ground Lease provides for a ~~term~~leasehold improvement allowance up to a maximum of ~~one~~$51.8 million, which obligation would be assumed by SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Lease or fund the leasehold improvement allowance. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the land and Ground Lease from the Company.

○

In June 2021, the Company and SAFE entered into two agreements pursuant to each of which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be paid for each is $42.0 million, plus an amount necessary for the Company to achieve the greater of a 1.25x multiple and a 9% return on its investment. In addition, each Ground Lease provides for a leasehold improvement allowance up to

Certain Relationships and Related Party Transactions

iStar Inc. 2022 Proxy Statement | 61

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a maximum of $83.0 million, which obligation would be assumed by SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the properties and Ground Leases from the Company.

○

In June 2021, the Company sold to SAFE its rights under a purchase option agreement for $1.2 million. The Company had previously acquired such purchase option agreement from a third-party property owner for $1.0 million and incurred $0.2 million of expenses. Under the option agreement, upon certain conditions being met by an outside developer who may become the Ground Lease tenant, SAFE has the right to acquire for $215.0 million a property and hold a Ground Lease under approximately 1.1 million square feet of office space that may be developed on the property. No gain or loss was recognized by the Company as a result of the sale.

○

In March 2021, the Company acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project will be constructed. At closing, the Company entered into an agreement with SAFE pursuant to which, subject to certain conditions being met, SAFE would acquire the ground lessor entity from the Company. The Company sold the ground lessor entity to SAFE in September 2021 and recognized no gain or loss on the sale (refer to Note 7—Loans receivable held for sale). The Company also committed to provide a $75.0 million construction loan to the Ground Lease tenant. The Company received $2.7 million of consideration from SAFE in connection with this transaction.

○

In February 2021, the Company provided a $50.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of a hotel property. The Company received $1.9 million of consideration from SAFE in connection with this transaction. The Company sold the loan in July 2021 and recorded no gain or loss on the sale. During the year ~~until~~ended December 31, 2021, the ~~next annual meeting~~Company recorded $2.9 million of interest income on the loan prior to the sale. In September 2021, the construction loan commitment and ~~until their successors have been elected~~the $2.7 million of consideration was transferred to an entity in which the Company has a 53.0% noncontrolling equity.

As previously reported in our SEC filings, in September 2021, concurrent with SAFE’s public offering of shares of its common stock, we purchased 657,894 shares of SAFE common stock in a private placement transaction from SAFE for an aggregate purchase price of $50 million. In February 2022, concurrent with SAFE’s public offering of shares of its common stock, we purchased 3,240,000 shares of SAFE common stock in a private placement transaction from SAFE for an aggregate purchase price of $191 million.

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Information about the Annual Meeting of

Shareholders | To Be Held May 12, 2022

We are making this proxy statement available to holders of our common stock and ~~qualified.~~

~~Recommendation Regarding~~holders of our 8.00% Series D preferred stock on or about April 1, 2022, in connection with the ~~Election of Directors~~

~~The board recommends that you vote FOR electing the seven named nominees as~~solicitation by our ~~directors.~~

~~PROPOSAL 2:~~

~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~The Audit Committee of the~~ board of directors ~~with the concurrence~~of proxies to be voted at our 2022 annual meeting of shareholders or at any postponement or adjournment of the ~~board,~~annual meeting.

This proxy statement is accompanied by our Annual Report for the year ended December 31, 2021. The Annual Report, including our financial statements at December 31, 2021, is available on our website at www.istar.com by choosing “Investors” and then “Governance & Proxy,” or you can obtain a print copy, without charge, by contacting Investor Relations at:


				(212) 930-9400						iStar Inc. Attention: Investor Relations 1114 Avenue of the Americas 39th Floor New York, NY 10036

The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. We urge you to authorize a proxy to vote your shares—either by mail, by telephone, or online—at your earliest convenience, even if you plan to attend the annual meeting in person.

Who is entitled to vote at the meeting?

Only holders of record of our common stock and our Series D preferred stock at the close of business on March 22, 2022, are entitled to receive notice of and to vote at the annual meeting or at any postponement or adjournment of the meeting. On the record date, there were 69,027,981 shares of common stock and 4,000,000 shares of Series D preferred stock outstanding and entitled to vote.

What constitutes a quorum?

In order to have a quorum at the annual meeting, we need the presence, either in person or by proxy, of the holders of enough outstanding common stock and Series D preferred stock, in the aggregate, to cast a majority of the votes entitled to be cast at the meeting.

What are the voting rights of shareholders?

Each shareholder is entitled to one vote for each share of common stock owned, and 0.25 votes for each share of Series D preferred stock owned, on the record date.

Information about the Annual Meeting of Shareholders

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What vote is needed to approve each proposal?

Assuming a quorum is present in person or by proxy at the annual meeting, the proposals require the following votes:

Proposal		Votes Needed to Pass	Effect of Abstentions and Broker Non-Votes
1	Election of six directors	Each nominee must receive a plurality of the votes cast by the holders of our common stock and Series D preferred stock, all voting as one class	Counted toward a quorum but no effect on the vote results
2	Non-binding advisory vote to approve executive compensation	The affirmative vote of a majority of the votes cast by the holders of our common stock and Series D preferred stock, all voting as one class	Counted toward a quorum but no effect on the vote results
3	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm	The affirmative vote of a majority of the votes cast by the holders of our common stock and Series D preferred stock, all voting as one class	Abstentions will be counted toward a quorum but will have no effect on the vote results. There should not be any broker non-votes

For the approval of any other matters properly presented at the meeting for shareholder approval, the affirmative vote of a majority of the votes cast by the holders of our common stock and Series D preferred stock, all voting as one class, is required.

How can I attend the annual meeting?

The annual meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the annual meeting only if you were a shareholder of the Company as of the close of business on the record date, March 22, 2022, or if you hold a valid proxy for the annual meeting. No physical meeting will be held. You will be able to attend the annual meeting online and submit your questions during the meeting by visiting www.meetnow.global/MXYQNNW. You also will be able to vote your shares online by attending the annual meeting by webcast.

To participate in the annual meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is SFI2022.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

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How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your iStar holdings along with your name and email address to Computershare. Requests for registration should be directed to:

Computershare
iStar Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 2, 2022.

You will receive a confirmation of your registration by email after we receive your registration materials.

Why are you holding a virtual meeting instead of a physical meeting?

In light of health, transportation, and other logistical issues raised by the spread of coronavirus, or COVID-19, under the current circumstances we have no assurance that we would be able to hold a physical meeting that is safe for our participants. We believe that hosting a virtual meeting will enable more of our shareholders to participate in the meeting since our shareholders can participate from any location with Internet access.

The annual meeting will begin with an introduction by the meeting host, followed by a webcast of the formal business of the meeting and a Q&A session. During the live, online Q&A session, shareholders at the close of business on the record date will have an opportunity to ask questions. You may submit questions in real time before or during the Q&A session. If you encounter difficulties accessing or participating in the virtual meeting or Q&A session, please contact the technical support number that will be posted on the annual meetg8ing website log-in page.

What are broker non-votes?

A “broker non-vote” occurs when a broker, bank, or other nominee does not have discretionary authority as to certain shares to vote on a particular matter, and has ~~selected PricewaterhouseCoopers LLP,~~not received voting instructions on that matter from the beneficial owner of those shares. Under current NYSE rules, a broker, bank, or other nominee does not have discretionary authority to vote shares without specific voting instructions from the beneficial owner in an election of directors, or on a resolution to approve executive compensation. Brokers, banks, and other nominees do have discretionary authority to vote shares without specific voting instructions on the ratification of the appointment of an independent registered public accounting ~~firm,~~firm.

How is my vote counted?

If you properly vote your proxy prior to ~~be our auditors for the fiscal year ending December 31, 2016, subject to ratification by our shareholders. We expect a representative of PricewaterhouseCoopers LLP to attend~~ the annual meeting, the shares that the proxy represents will be voted in the manner you direct. If your proxy does not specify a choice regarding one or more proposals, your shares will be voted FOR the election of directors, FOR the resolution to ~~make~~approve, on a ~~statement, if he or she desires,~~non-binding, advisory basis, executive compensation, and ~~to respond to appropriate questions.~~

~~Recommendation Regarding Ratification of Appointment of PricewaterhouseCoopers LLP~~

~~The board recommends that you vote~~ FOR the ratification of the appointment of ~~PricewaterhouseCoopers LLP, an~~the independent registered public accounting ~~firm, to~~firm.

Votes cast in person or by proxy at the annual meeting will be ~~our auditors~~tabulated by the election inspectors appointed for the ~~fiscal year ending December 31, 2016.~~meeting, who also will determine whether a quorum is present. If your shares are held by a broker, bank, or other

~~PROPOSAL 3:~~

~~SHAREHOLDER NON‑BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

Information about the Annual Meeting of Shareholders

iStar Inc. 2022 Proxy Statement | 65

~~Pursuant~~

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nominee (i.e., in “street name”), you will receive instructions from your nominee that you must follow in order to have your shares voted. Street name shareholders who wish to vote in person at the meeting will need to obtain a proxy from the broker, bank, or other nominee that holds their shares of record.

Can I change my vote after I submit my proxy card or vote electronically?

If you authorize a proxy to vote your shares, you may revoke it at any time before it is voted by:

○

submitting voting instructions at a later time via the Internet or by telephone before those voting facilities close;

○

giving written notice bearing a date later than the date of the proxy to our Secretary expressly revoking the proxy;

○

signing and forwarding to us a proxy dated later; or

○

attending the annual meeting and personally voting the common stock or Series D preferred stock that you own of record. Merely attending the annual meeting will not revoke a proxy.

Who pays the costs of solicitation?

We will pay the costs of soliciting proxies from our shareholders. In addition to solicitation by mail, certain of our directors, officers, and employees may solicit the return of proxies by telephone, fax, personal interview, or otherwise without being paid additional compensation. We will reimburse brokerage firms and other persons representing the beneficial owners of our shares for their reasonable expenses in forwarding proxy solicitation materials to the Dodd‑Frank Wall Street Reform and Consumer Protection Act, or the Dodd‑Frank Act, and rules adopted by the SEC thereunder, our shareholders are entitled to cast a non‑binding, advisory vote to approve the compensation of our executive officers identifiedbeneficial owners in ~~this proxy statement, commonly referred to as the Say on Pay vote. We conduct an annual, non‑binding Say on Pay vote consistent~~accordance with the ~~recommendation of a majority of our shareholders expressed by vote at our 2011 Annual Meeting.~~

~~Shareholders are urged to read the section of this~~ proxy ~~statement captioned “EXECUTIVE COMPENSATION”,~~solicitation rules and ~~especially the Compensation Discussion and Analysis, which discusses our compensation philosophy and how our compensation policies and practices implement our philosophy.~~

As described more fully in that discussion, our compensation programs have been designed to create a strong connection between executive pay and our business performance, including shareholder value creation, and achieve the following objectives:

To further our current and long‑term strategic, business and financial goals in the creation of shareholder value by enabling us to attract, retain, motivate and reward key executives who contribute to achieving those goals.

To encourage our key executives to improve business performance and increase shareholder value by providing a mix of current compensation and long‑term rewards that is variable and balanced between salary and performance‑based pay and includes cash, equity compensation and other benefits.

~~To align shareholder and employee interests by compensating employees for improving our business performance and increasing the value of the company, to the benefit of our shareholders.~~

To promote these objectives, a significant part of executive compensation is based on accomplishing achievements that increase the value of the company. We believe this approach helps us achieve our objectives and promote the interests of our shareholders.

In conjunction with improving economic and commercial real estate market conditions, we have continued to make meaningful progress towards achieving a number of our strategic corporate objectives. Our compensation actions during 2015 take into account the performance and accomplishments of our management team towards achieving our current and long‑term strategic, business and financial goals, and reflect our continuing efforts to enhance the alignment between our executive incentives and results realized by our shareholders.

~~We are requesting your non‑binding vote on the following resolution:~~

RESOLVED, that the Company’s shareholders approve, on a non‑binding advisory basis, the compensation of the executive officers identified in the Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rulesregulations of the SEC ~~including the Compensation Discussion and Analysis, the Summary Compensation Table~~ and the NYSE. We have engaged Alliance Advisors LLC to solicit proxies on our behalf in connection with our 2022 annual meeting of shareholders and to provide other ~~related tables and narrative disclosure~~advisory services for a fee of $17,500, plus expenses.

~~Although your vote is non‑binding and advisory, the board and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.~~

~~Recommendation Regarding the Shareholder Advisory Vote on Executive Compensation~~

~~The board recommends that you vote FOR the Say on Pay resolution to approve the compensation of the executive officers identified in this proxy statement.~~

~~OTHER MATTERS~~

When ~~Are Shareholder Proposals Due~~are shareholder proposals due for the ~~2017 Annual Meeting?~~2023 annual meeting?

~~In accordance with Rule 14a‑8 under the Securities Exchange Act of 1934, as amended, shareholder~~Shareholder proposals intended to be included in our proxy materials and presented at the 2023 annual meeting ~~to be held in 2017~~ must be sent in writing, by certified mail, return receipt requested, to us at our principal office, addressed to our ~~Secretary, and~~Secretary. Such proposals must be received by us no later than December ~~8, 2016 for inclusion in the 2017 proxy materials. In order for~~1, 2022 .

If you wish to submit a shareholder proposal ~~submitted outside of Rule 14a‑8~~ to be considered at our ~~2017~~2022 annual meeting but not included in our proxy materials, the proposal must contain the information required by our ~~bylaws and be received by us in accordance with our~~ bylaws. ~~Pursuant to our current bylaws, shareholder~~Such proposals ~~made outside of Rule 14a‑8 under the Exchange Act~~ must be submitted ~~not later than~~between November 1, 2022, and December ~~8, 2016 and not earlier than November 8, 2016; provided, however, in the event that~~1, 2022. However, if the date of the ~~2017~~2023 annual meeting is advanced more than 30 days prior to, or delayed more than 30 days after, May ~~18, 2017, in order for a proposal by a shareholder to be timely,~~12, 2023, such ~~proposal~~proposals must be delivered ~~not earlier than~~between the 150th day prior to the date of the ~~2017~~2023 annual meeting and ~~not later than 5:00 p.m., Eastern time, on~~ the later of ~~(1)~~(i) the 120th day prior to the date of the ~~2017~~2023 annual meeting or ~~(2)~~(ii) the tenth day following the date on which public announcement of the date of the ~~2017~~2023 annual meeting of shareholders is first made.

~~Householding~~

What is householding of ~~Proxy Materials~~proxy materials?

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single set of proxy ~~statement addressed~~materials to ~~those shareholders.~~that address. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders (less bulk mail) and cost savings for companies.

~~This year, a~~

66 | iStar Inc. 2022 Proxy Statement

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A number of brokers with account holders who are our shareholders ~~will be “householding”~~intend to “household” our proxy materials. A single proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the ~~impacted~~affected shareholders. Once you ~~have received~~receive notice ~~from~~that your broker ~~that they~~ will be ~~“householding”~~householding communications to your address, ~~“householding”~~householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in ~~“householding”~~householding and would prefer to receive a separate proxy statement and annual report, please notify us by ~~(1) directing your written request to: iStar Inc., 1114 Avenue of the Americas, 39th Floor, New York, New York 10036, Attn: Investor Relations or (2)~~ contacting our Investor Relations department ~~at (212) 930‑9400.~~ at:


				(212) 930-9400						iStar Inc. Attention: Investor Relations 1114 Avenue of the Americas 39th Floor New York, NY 10036

Shareholders who currently receive multiple copies of the proxy statement at their address and would like to request ~~“householding”~~householding of their communications should contact us as specified above.

Are there any other matters coming before the ~~2016~~2022 Annual Meeting?

~~Our management~~Management does not intend to bring any other matters before the annual meeting and knows of no other matters that are likely to come before the meeting. In the event any other matters properly come before the annual meeting or any postponement of the meeting, the ~~persons~~individuals named in the accompanying proxy will vote the shares represented by ~~such~~your proxy in accordance with their discretion.

~~We urge~~Additional Information

The Securities and Exchange Commission allows us to “incorporate by reference” information into this proxy statement. That means we can disclose important information to you by referring you to ~~authorize a~~another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, except to ~~vote your shares~~the extent the information is superseded by ~~completing, signing, dating and returning~~information in this proxy statement.

This proxy statement incorporates by reference: (a) the ~~accompanying proxy card~~information contained in ~~the accompanying postage‑paid return envelope at your earliest convenience, whether or not you presently plan to attend the meeting in person.~~

~~Availability of~~our Annual Report on Form ~~10‑K~~

~~Our 2015 Annual Report to Shareholders, including our audited financial statements~~10-K for the ~~fiscal~~ year ended December 31, ~~2015, is being made available to you along~~2021; and (b) the information contained in all other documents we file with the SEC after the date of this proxy statement and prior to the annual meeting of stockholders. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed.

Any statement contained in this proxy statement or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement.

Information about the Annual Meeting of Shareholders ● Additional
Information

iStar Inc. 2022 Proxy Statement | 67

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You may obtain, without charge, a copy of ~~our 2015 10‑K Report, without exhibits, by writing to us at iStar Inc., 1114 Avenue~~any of the ~~Americas, 39th Floor, New York, NY 10036, Attention: Investor Relations, or~~documents incorporated by ~~visiting our website at~~ ~~www.istar.com~~. The 2015 10‑K Report is not part of the proxy solicitation materials, however, and the information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.reference herein by:


				by writing to: iStar Inc. Attention: Investor Relations 1114 Avenue of the Americas 39th Floor New York, NY 10036						by visiting our website: www.istar.com

By Order of the Board of Directors,

[MISSING IMAGE: sg_geoffreydugan-bw.jpg]

Geoffrey M. Dugan

General Counsel and Corporate and Secretary

New York, NYNew York
April 1, 2022

~~April 8, 2016~~

68 | iStar Inc. 2022 Proxy Statement

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Exhibit A—Non-GAAP Reconciliations

~~EXHIBIT A~~

Adjusted ~~Income~~Book Value

	2021			2020
Adjusted Common Equity Reconciliation
Total shareholders’ equity		$	851,296		$	870,969
Less: Liquidation preference of preferred stock			(305,000)			(305,000)
Common shareholders equity			546,296			565,969
Add: Accumulated depreciation and amortization(1)			316,817			298,180
Add: Proportionate share of depreciation and amortization within equity method investments			54,716			49,640
Add: CECL allowance			4,265			24,326
Adjusted common equity			922,094			938,115
Adjusted common equity per share			11.81			12.68
Adjusted common equity per share with SAFE MTM			23.97			33.75

~~In addition to net income (loss), we~~Note: Amounts in thousands, except for per share data. Q4 ‘21 SAFE mark-to-market value of iStar’s investment in Safehold is $2,151 m, calculated as iStar’s ownership of 36.6 m shares of SAFE at the December 31, 2021 closing stock price of $58.78. Q4 ‘20 SAFE mark-to-market value of iStar’s investment in Safehold is $2,521 m calculated as iStar’s ownership of 34.8 m shares of SAFE at the December 31, 2020 closing stock price of $72.49. We use ~~Adjusted Income,~~adjusted common equity, a non-GAAP financial measure, as a supplemental measure to ~~measure our operating performance. Adjusted Income represents net income (loss)~~give management a view of equity allocable to common shareholders prior to the impact of certain non-cash GAAP measures. Management believes that adjusted common equity provides a useful measure for investors to consider in addition to total shareholders equity because cumulative effect of depreciation and amortization ~~provision~~expenses and CECL allowances calculated under GAAP may not necessarily reflect an actual reduction in the value of the Company’s assets. Adjusted common equity should be examined in conjunction with total shareholders’ equity as shown on the Company’s consolidated balance sheet. Adjusted common equity should not be considered an alternative to total shareholders’ equity (determined in accordance with GAAP), nor is adjusted common equity indicative of funds available for ~~(recovery of) loan losses, impairment~~distribution to shareholders. It should be noted that our manner of ~~assets, stock‑based compensation expense,~~calculating adjusted common equity may differ from the calculations of similarly-titled measures by other companies.

(1)

Net of amounts allocable to non-controlling interests and ~~the non-cash portion of gain (loss) on early extinguishment of debt.~~

For the Years Ended December 31,
2015 2014
(in thousands)
Adjusted Income
Net income (loss) allocable to common shareholders $ (52,675 ) $ (33,722 )
Add: Depreciation and amortization⁽¹⁾
72,132 76,287
Add/Less: Provision for (recovery of) loan losses 36,567 (1,714 )
Add: Impairment of assets⁽²⁾
18,509 34,634
Add: Stock-based compensation expense 12,013 13,314
Add: Loss on early extinguishment of debt, net 281 25,369
Less: HPU/Participating Security allocation (2,850 ) (4,791 )
Adjusted Income allocable to common shareholders $ 83,977
$ 109,377


~~(1)~~	Depreciation and amortization also includes our proportionate share of depreciation and amortization expense for equity method investments and excludes the portion of depreciation and amortization expense allocable to noncontrolling interests.


~~(2)~~	~~For the year ended December 31, 2015, impairment of assets includes impairments on cost and equity method investments.~~

~~Adjusted EBITDA~~

~~Adjusted EBITDA, a non-GAAP financial measure, represents net income (loss) plus the sum of interest expense, income taxes,~~includes accumulated depreciation and amortization ~~provision~~associated with real estate available and held for ~~(recovery of) loan losses, impairment~~sale.

(2)

Presented diluted for the 2022 3.125% convertible notes which were “in the money” on December 31, 2021 based on their current conversion ratio of ~~assets, stock-based~~71.9478 shares per $1,000 of principal, which represents a conversion price of $13.90 per share using the Q4 ‘21 average closing stock price. The convertible notes were “out of the money” on December 31, 2020.

Exhibit A—Non-GAAP Reconciliations ● Adjusted Book Value

iStar Inc. 2022 Proxy Statement | A-1

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iStar Inc.
1114 Avenue of the Americas
39th Floor
New York, New York 10036
www.istar.com

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Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/STARor scan the QR code — login details arelocated in the shaded bar below.Save paper, time and money!Sign up for electronic delivery atwww.envisionreports.com/STARPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please givefull title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B

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The 2022 Annual Meeting of Shareholders of iStar Inc. will be held onThursday, May 12, 2022 at 9:00 a.m. Eastern time, virtually via the internet at meetnow.global/MXYQNNWTo access the virtual meeting, you must have the 15-digit number that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.The material is available at: www.envisionreports.com/STAR Small steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.envisionreports.com/STAR IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE Notice of 2022 Annual Meeting of ShareholdersProxy Solicited by Board of Directors for Annual Meeting of Shareholders – May 12, 2022 at 9:00 a.m. Eastern TimeJay Sugarman and Geoffrey M. Dugan, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of theundersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of iStar Inc. to be heldon May 12, 2022 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR Item 1,the election of six nominees as directors, FOR Item 2, a non-binding advisory vote on approval of executive compensation, ~~expense~~ and FOR Item 3, the ~~non-cash portion~~ratification of ~~gain (loss)~~theappointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on ~~early extinguishment of debt.~~reverse side.)

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For the Years Ended December 31,
2015 2014
(in thousands)
Adjusted EBITDA
Net income (loss) $ (6,157 ) $ 15,765
Add: Interest expense⁽¹⁾
229,297
228,395
Add: Income tax expense 7,639
3,912
Add: Depreciation and amortization⁽²⁾
73,862 79,042
EBITDA 304,641
327,114
Add/Less: Provision for (recovery of) loan losses 36,567 (1,714 )
Add: Impairment of assets⁽³⁾
18,509 34,634
Add: Stock-based compensation expense 12,013 13,314
Add: Loss on early extinguishment of debt, net 281 25,369
Adjusted EBITDA $ 372,011 $ 398,717


~~(1)~~	~~Interest expense also includes our proportionate share of interest for equity method investments.~~


~~(2)~~	~~Depreciation and amortization includes our proportionate share of depreciation and amortization expense for equity method investments.~~


~~(3)~~	~~For the year ended December 31, 2015, impairment of assets includes impairments on cost and equity method investments.~~

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Using a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas. IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please givefull title. 1. Election of Directors: 01 - Clifford De Souza04 - Richard Lieb02 - David Eisenberg05 - Barry Ridings03 - Robin JosephsFor Withhold For Withhold For Withhold06 - Jay Sugarman2. Say on Pay – A non-binding advisory vote on approval ofexecutive compensationDate (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

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Notice of 2022 Annual Meeting of ShareholdersProxy Solicited by Board of Directors for Annual Meeting of Shareholders – May 12, 2022 at 9:00 a.m. Eastern TimeJay Sugarman and Geoffrey M. Dugan, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of theundersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of iStar Inc. to be heldon May 12, 2022 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR Item 1,the election of six nominees as directors, FOR Item 2, a non-binding advisory vote on approval of executive compensation, and FOR Item 3, the ratification of theappointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side.)Proxy — iSTAR INC.IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.The material is available at: www.edocumentview.com/STARThe 2022 Annual Meeting of Shareholders of iStar Inc. will be held onThursday, May 12, 2022 at 9:00 a.m. Eastern time, virtually via the internet at meetnow.global/MXYQNNWShareholders who hold shares through an intermediary must register to attend the Annual Meeting by 5:00 p.m. Eastern time, on Monday,May 2, 2022. For additional information regarding how shareholders who hold shares through an intermediary, such as a bank or broker, may access,participate in, and/or vote at the virtual Annual Meeting, please refer to the Company’s Proxy Statement.22-3492-1 C8.1 P4

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Step 1: Go to www.envisionreports.com/STAR.Step 2: Click on Cast Your Vote or Request Materials.Step 3: Follow the instructions on the screen to log in.www.envisionreports.com/STAROnlineGo to www.envisionreports.com/STARor scan the QR code — login details are locatedin the shaded bar below.The Sample CompanyShareholder Meeting Notice03LJZC++Important Notice Regarding the Availability of Proxy Materials for theiStar Inc. Annual Meeting of Shareholders to be Held on May 12, 2022Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual meeting ofshareholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy.The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.We encourage you to access and review all of the important information contained in the proxy materials before voting.The 2022 Proxy Statement and 2021 Annual Report to Shareholders/Form 10-K are available at:Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must requestone. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse sideon or before April 29, 2022 to facilitate timely delivery.2 N O TEasy Online Access — View your proxy materials and vote.When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.Step 4: Make your selections as instructed on each screen for your delivery preferences.Step 5: Vote your shares.

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Here’s how to order a copy of the proxy materials and select delivery preferences:Current and future delivery requests can be submitted using the options below.If you request an email copy, you will receive an email with a link to the current meeting materials.PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.— Internet – Go to www.envisionreports.com/STAR. Click Cast Your Vote or Request Materials.— Phone – Call us free of charge at 1-866-641-4276.— Email – Send an email to investorvote@computershare.com with “Proxy Materials iStar Inc.” in the subject line. Include your fullname and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of themeeting materials.To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by April 29, 2022.The 2022 Annual Meeting of Shareholders of iStar Inc. will be held on Thursday, May 12, 2022 at 9:00 a.m., Eastern time, virtuallyvia the internet at www.meetnow.global/MXYQNNW.To access the virtual meeting, you must have the 15-digit number that is printed in the shaded bar located on the reverse side ofthis form.Proposals

to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3:1. Election of Directors:01 – Clifford De Souza02 – David Eisenberg03 – Robin Josephs04 – Richard Lieb05 – Barry Ridings06 – Jay Sugarman2. Say on Pay – A non-binding advisory vote on approval of executive compensation3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year endingDecember 31, 2022PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials toreceive a proxy card.Shareholder Meeting Notice22-3492-1 C8.1 P6

six directors
	Proposal 2:2	Non-binding, advisory vote to approve executive compensation (“Say-on-Pay”)
	Proposal 3	Ratification of the ~~Appointment~~appointment of ~~PricewaterhouseCoopers~~Deloitte & Touche LLP as our ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm for the fiscal year ending December 31, ~~2016.~~2022
	In addition, we will transact such other business as may properly come before the annual meeting or any postponement or adjournment of the meeting.

				Lead Independent Director with robust role and responsibilities						Annual election of Board members
				Supermajority Independent Board						Board committees comprised of independent Directors
				Shareholders can call special meetings and amend bylaws						Whistleblower policy, including strict policy against retaliation
				Majority voting provisions						Robust Director and Committee evaluation process
				Annual Corporate Sustainability Report (ESG)						ESG Advisory Council and Cultural Equity Council



~~Name~~	~~Age~~	~~Title~~
~~Jay Sugarman~~	53	~~Chairman and Chief Executive Officer~~
~~Clifford De Souza~~⁽¹⁾	54	~~Independent Director~~
~~Robert W. Holman, Jr.~~⁽²⁾⁽³⁾	72	~~Independent Director~~
~~Robin Josephs~~⁽²⁾⁽³⁾	56	~~Lead Independent Director~~
~~John G. McDonald~~⁽²⁾⁽³⁾	78	~~Independent Director~~
~~Dale Anne Reiss~~⁽¹⁾	68	~~Independent Director~~
~~Barry W. Ridings~~⁽¹⁾⁽²⁾	64	~~Independent Director~~

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Jay Sugarman Chairman and Chief Executive Officer		2021		600,000		—		1,389,405(5)		320,000		18,033		2,387,438
		2020		600,000		—		—		320,000		15,522		935,522
		2019		1,000,0000		—		3,344,788		—(4)		22,599		4,367,387
Marcos Alvarado President and Chief Investment Officer 2021		2021		550,000		—		2,589,405(5)		2,650,000		16,685		5,806,089
		2020		550,000		—		800,000(5)		1,720,000		15,498		3,085,498
		2019		500,000		—		2,190,493(5)		2,200,000		11,463		4,901,955
Jeremy Fox-Geen Chief Financial Officer (until May 2021)		2021		187,500		—		1,497,524(5)		—		13,220		1,698,248
Jeremy Fox-Geen Chief Financial Officer (until May 2021)		2020		387,153		—		1,513,566(5)		600,000		11,024		2,511,742
Garett Rosenblum Chief Accounting Officer (principal financial officer from May 2021- February 2022)		2021		300,000		—		264,752(5)		372,000		14,509		951,261



	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~


¨ Proposal 1	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~

	~~(5)~~	~~Total fee paid:~~


~~Proposal 1.~~	Election of ~~Directors: Jay Sugarman, Clifford De Souza, Robert W. Holman, Jr., Robin Josephs, John G. McDonald, Dale Anne Reiss, and Barry W. Ridings.~~


	Even if you expect to participate in the annual meeting, please vote your proxy in advance to ensure that your shares will be counted.			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2022 We make proxy materials available to our shareholders online. You can access proxy materials including our 2021 annual report to shareholders at http://www.envisionreports.com/STAR. You also may request a paper or an e-mail copy of our proxy materials and a paper proxy card by following the instructions included in the Notice of Internet Availability of Proxy Materials.			By Order of the Board of Directors, Geoffrey M. Dugan General Counsel, Corporate and Secretary New York, New York April 1, 2022

Proxy Summary			1
Proposal 1—Election of Directors			7
		Candidates for Election as Director	9
Corporate Governance			15
		Board Leadership Structure	15
		Board Refreshment	16
		Director Independence	17
		Nominations for the Board	17
		Board’s Role in Risk Oversight	18
		Board Evaluation Process	19
		Board Meetings Held during 2021	19
	��	Executive Sessions	19
		Service on Other Boards	20
		Director Resignation Policy	20
		Defensive Measures Profile	20
		“Whistleblower Policy”	20
		Governing Documents	21
		Disclosure Committee	21
		Succession Planning	21
		Communications with the Board	22
		Environmental, Social and Governance (ESG) Practices and Programs	22
		Cybersecurity	24
Board Committees			25
		Audit Committee	26
		Compensation Committee	27
		Nominating and Governance Committee	28
		Investment Committee	28
Director Compensation			29
Indemnification			31

Proposal 2—Advisory Vote to Approve Executive Compensation		32
	Compensation Discussion and Analysis Contents	33
	Compensation Discussion and Analysis	34
	Overview	34
	2021 Compensation Program	35
	Compensation Committee Report	47
	Chief Executive Officer Pay Ratio	48
	Executive Compensation Tables	49
Proposal 3—Ratification of the Appointment of Independent Registered Accounting Firm		55
	Accounting Fees and Services	55
Report of the Audit Committee		57
Stock Ownership Information		59
	Security Ownership of Certain Beneficial Owners and Management	59
	Section 16(a) Beneficial Ownership Reporting Compliance	60
Certain Relationship and Related Party Transactions		61
Information about the Annual Meeting of Shareholders		63
Exhibit A—Non-GAAP Reconciliations		A-1



	< Threshold	Threshold	Target	High
TSR Percentile Achieved	Less than 30th Percentile	30th Percentile	50th Percentile	75th Percentile
Shares Earned (as % of Target amount)	0%	50%	100%	200%



Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Non-Equity Incentive Plan Compensation($)			All Other Compensation ($)⁽¹⁾		Total ($)
Jay Sugarman	2015	$	1,000,000	$	—	$	5,360,000	⁽²⁾	$	—	⁽³⁾	$	11,345	$	6,371,345
Chairman and	2014	1,000,000		—		5,500,000		⁽²⁾	—		⁽³⁾	11,095		6,511,095
Chief Executive Officer	2013	1,000,000		—		1,423,637		⁽⁴⁾	—		⁽³⁾	11,162		2,434,799
David DiStaso	2015	400,000		—		795,656		^(2)(5)(6)	500,000		⁽⁷⁾	11,345		1,707,001
Chief Financial Officer	2014	400,000		—		467,147		⁽²⁾⁽⁶⁾	747,500		⁽⁷⁾	10,759		1,625,406
	2013	400,000		849,997		551,591		⁽⁴⁾⁽⁸⁾	—			14,838		1,816,426
Nina Matis	2015	500,000		—		2,001,503		⁽²⁾⁽⁵⁾	1,056,250		⁽⁷⁾	15,712		3,573,465
Chief Legal Officer and	2014	500,000		—		1,062,500		⁽²⁾	2,112,500		⁽⁷⁾	15,462		3,690,462
Chief Investment Officer	2013	500,000		2,499,997		1,142,972		⁽⁴⁾	—			15,530		4,158,499


~~(1)~~	Amounts reported in the "All Other Compensation" column include our matching contributions to the accounts of the executive officers identified in this proxy statement in our 401(k) Plan and additional compensation attributable to certain life and disability insurance premiums.


~~(5)~~	Amounts reported in the "Stock Awards" column for 2015 also include fully-vested shares of our common stock issued in January 2015 subject to trading restrictions as part of the annual incentive awards for services rendered in 2014.

	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards		Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value ($)
Name	Grant Date		Target (#)		Threshold (#)	Target (#)		(#)			Grant Date Fair Value ($)
Jay Sugarman		2/26/21		(1)			(1)(2)			(2)		1,309,405(3)
Jay Sugarman										4,515		80,000 (4)
Marcos Alvarado		2/26/21		(1)			(1)(2)			(2)		1,309,405(3)
		2/26/21								47,969		850,000(4)
										24,266		430,000(4)
Jeremy Fox-Geen		2/26/21		(1)			(1)(2)			(2)		1,047,524 (3)(5)
Jeremy Fox-Geen		2/26/21								25,396		450,000 (4)(5)
Garett Rosenblum		2/26/21		(1)			(1)(2)			(2)		104,752 (3)
		2/26/21								5,644		100,000 (4)
										3,386		60,000 (4)


~~(7)~~	~~These time-based Units will cliff vest in one installment on December 31, 2017 if the officer is employed by us on the vesting date. See discussion in "Compensation Discussion and Analysis~~ ~~-Time-Based Awards".~~


~~(8)~~	~~These annual incentive awards are issued fully-vested and the executive officers identified in this proxy statement are restricted from selling these shares for up to two years from the date of grant.~~



	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Jay Sugarman	21,714	⁽²⁾	$	254,705
						⁽³⁾	$	12,536,000	⁽³⁾
David DiStaso	9,000	⁽²⁾	105,570
	4,409	⁽⁴⁾	51,718		20,578	⁽⁵⁾	241,380		⁽⁵⁾
	3,451	⁽⁶⁾	40,480		16,104	⁽⁷⁾	188,900		⁽⁷⁾
						⁽³⁾	688,000		⁽³⁾
Nina Matis	27,000	⁽²⁾	316,710
						⁽³⁾	2,765,000		⁽³⁾


~~(1)~~	~~The market value of unvested Units is calculated by multiplying the number of Units by $11.73, the closing market price of our common stock on December 31, 2015.~~


~~(2)~~	~~See "Compensation Discussion and Analysis-Time-Based Awards" for a discussion of these time-based Units that cliff vested in one installment on February 1, 2016.~~


~~(4)~~	Executive Compensation Tables ~~See "~~● Grants of Plan-Based Awards			iStar Inc. 2022 Proxy Statement~~Compensation Discussion and Analysis~~ \| ~~-Time-Based Awards" for a discussion of these time-based Units that will cliff vest in one installment on December 31, 2016 if the officer is employed by us on that date.~~51

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Jay Sugarman		—		—		(2)		155,310,374(2)
Marcos Alvarado		68,302(3)		1,764,232		(2)		70,612,500(2)
Jeremy Fox-Geen		—(4)		—		—		—(4)
Garett Rosenblum		20,443(3)		528,043		(2)		3,396,625


~~(6)~~	~~See "~~52~~Compensation Discussion and Analysis~~ \| iStar Inc.~~-Time-Based Awards" for a discussion of these time-based Units that will cliff vest in one installment on December 31, 2017 if the officer is employed by us on that date.~~ 2022 Proxy Statement

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)
Jay Sugarman		4,515		80,000
Marcos Alvarado		28,076		485,359
Jeremy Fox-Geen		3,334		48,943
Garett Rosenblum		5,862		95,976



	Stock Awards
Name	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized on Vesting ($)
Jay Sugarman	—	$	—
David DiStaso	22,195	284,823
Nina Matis	56,557	737,503


~~(1)~~	There were no stock awards that vested during 2015 for Mr. Sugarman. The net amounts of shares received by Mr. DiStaso and Ms. Matis upon vesting of these awards, after deduction of shares withheld by us to cover associated tax liabilities, as applicable, were 13,651 and 24,987 shares, respectively.



Name	Market Value of Earned Units Upon Termination Without Cause ($)⁽¹⁾		Vesting/Delivery Date
Jay Sugarman	$	247,632	2/1/16
David DiStaso	102,635		2/1/16
	34,478		12/31/16
	13,493		12/31/17
Nina Matis	307,913		2/1/16



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		All Other Compensation ($)⁽²⁾		Total ($)
Clifford De Souza	$	56,250	$	98,096	$	—	$	154,346
Robert W. Holman, Jr.	158,750		129,499		5,000		293,249
Robin Josephs	131,000		207,187		5,000		343,187
John G. McDonald	130,000		129,499		5,000		264,499
Dale Anne Reiss	145,000		129,499		5,000		279,499
Barry W. Ridings	138,000		129,499		5,000		272,499



	For the Years Ended December 31,
	2015			2014
	(in thousands)
Adjusted Income
Net income (loss) allocable to common shareholders	$	(52,675	)	$	(33,722	)
Add: Depreciation and amortization⁽¹⁾	72,132			76,287
Add/Less: Provision for (recovery of) loan losses	36,567			(1,714		)
Add: Impairment of assets⁽²⁾	18,509			34,634
Add: Stock-based compensation expense	12,013			13,314
Add: Loss on early extinguishment of debt, net	281			25,369
Less: HPU/Participating Security allocation	(2,850		)	(4,791		)
Adjusted Income allocable to common shareholders	$	83,977		$	109,377

Thursday, May 12, 2022
9:00 a.m. Eastern time

~~Proposal 3:~~

~~Non-binding, Advisory Vote~~

A virtual meeting via the internet at
www.meetnow.global/MXYQNNW

Shareholders of record at the close of business on ~~a “Say on Pay” Resolution~~March 22, 2022 are entitled to ~~Approve Executive Compensation~~notice of and to vote