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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒


Filed by a Party other than the Registrant  o

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Check the appropriate box:

 o
Preliminary Proxy Statement
 o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
 o
Definitive Additional Materials
 o
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
 ☐ Soliciting Material under §240.14a-12
STARWOOD PROPERTY TRUST, INC.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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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):
 
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LETTER FROM OUR

Starwood Property Trust, Inc.

CHAIRMAN AND CEO
591 West Putnam Avenue
Greenwich, Connecticut 06830

March 21, 2019

Dear Fellow Stockholders:

18, 2021


​​
Dear Shareholders and Stakeholders of Starwood Property Trust:

The directors and officers of Starwood Property Trust, Inc. (the “Company”) join me in extending to you a cordial invitation to attend the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”), which will be conducted via live audio webcast on April 27, 2021 at 2:00 p.m. Eastern time. In light of public health concerns regarding the COVID-19 pandemic, and in order to provide expanded access, improved communication and cost savings for our shareholders and our Company, this year’s Annual Meeting will again be conducted virtually. You will be able to attend the virtual Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting:

www.virtualshareholdermeeting.com/STWD2021.

To participate, you will need the 16-digit control number included in your proxy materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 1:45 p.m. Eastern time. Please note that there is no in-person meeting for you to attend.

At the Annual Meeting, we are seeking to elect eight directors. The shareholders will also be asked to vote, on an advisory basis, to approve the Company’s executive compensation as disclosed in the accompanying proxy statement and to vote to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current calendar year. The accompanying Notice of the 2021 Annual Meeting of Shareholders and proxy statement describes each of these matters in further detail.

Even if you plan to attend the Annual Meeting via the live webcast, please submit your proxy as promptly as possible—by telephone, via the Internet or, if you requested a printed set of the Company’s proxy materials, by completing, signing and returning a proxy card. We encourage you to vote by Internet. Even if you submit a vote prior to the Annual Meeting, you will have an opportunity to change your earlier vote and vote again during the Annual Meeting.
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We ask for your voting support for the items presented in this proxy statement and thank you for your investment, and your faith, in us.

Sincerely,

Barry S. Sternlicht
Chairman and Chief Executive Officer

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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2021
To the Shareholders of Starwood Property Trust, Inc. (the “Company”) join me in extending to you a cordial invitation to attend the Company’s 2019 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held on April 30, 2019 at 2:00 p.m., Eastern time, at 1 Hotel Central Park, 1414 Sixth Avenue, New York, New York 10019.

At the Annual Meeting, we are seeking to elect seven directors. The stockholders will also be asked to vote on an advisory basis to approve the Company’s executive compensation as disclosed in the accompanying proxy statement (the “Proxy Statement”) and to vote to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current calendar year. The accompanying Notice of 2019 Annual Meeting of Stockholders and Proxy Statement describes each of these matters in further detail.

Your management and the Board of Directors unanimously recommend that you vote FOR the election of each of the nominees for director identified in the Proxy Statement, FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the accompanying Proxy Statement and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current calendar year.

This year, in accordance with the rules adopted by the U.S. Securities and Exchange Commission, we have elected to furnish proxy materials over the internet and will provide a Notice of Internet Availability of Proxy Materials with instructions for how to access our proxy materials, as further described in the accompanying Notice of 2019 Annual Meeting of Stockholders and Proxy Statement.

It is very important that your shares be represented at the Annual Meeting, whether or not you plan to attend personally. Therefore, please submit your proxy as promptly as possible—by telephone, via the internet or, if you requested a printed set of the Company’s proxy materials, by completing, signing and returning a proxy card. This will ensure that your shares are represented at the Annual Meeting.

Thank you for your continuing support.

Yours very truly,

 

Barry S. Sternlicht
Chairman and Chief Executive Officer

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NOTICE OF 2019 ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON APRIL 30, 2019

To the Stockholders of Starwood Property Trust, Inc.:

NOTICE IS HEREBY GIVEN that the 2019 annual meeting2021 Annual Meeting of stockholdersShareholders (the “Annual Meeting”) of Starwood Property Trust, Inc., a Maryland corporation (the “Company”), will be held via live audio webcast on April 30, 201927, 2021 at 2:00 p.m., Eastern time, at 1 Hotel Central Park, 1414 Sixth Avenue, New York, New York 10019,www.virtualshareholdermeeting.com/STWD2021, to consider and vote on the following matters:

1.
The election of the seveneight director nominees identified in the accompanying proxy statement, (the “Proxy Statement”), each to serve until the next annual meetingfor a one-year term expiring at our 2022 Annual Meeting of stockholdersShareholders, and with each elected director holding office until his or her successor ishas been elected and qualified;qualified or until his or her earlier resignation or removal;
2.
The approval, on an advisory basis, of the Company’s executive compensation as disclosed in the accompanying Proxy Statement;proxy statement;
3.
The ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2019;2021; and
4.
The transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Details concerning those matters to come before the Annual Meeting are set forth in the accompanying Proxy Statement for your review.

We are using the U.S. Securities and Exchange Commission’s “notice and access” rules to provide stockholders with more options for receipt of our proxy materials. Accordingly, unless you have already requested to receive a printed set of proxy materials, you will receive a Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials contains instructions on how to access proxy materials and vote your shares via the internet or by telephone or, if you prefer, to request a printed set of proxy materials at no additional cost to you. We believe this approach provides a convenient way for you to access your proxy materials and vote your shares, while lowering the Company’s printing and delivery costs and reducing the environmental impact associated with the Annual Meeting.

Our Board of Directors of the Company has fixed March 4, 20191, 2021 as the record date for the determination of stockholdersshareholders entitled to notice of and to vote at the Annual Meeting and any meetings held upon adjournment or postponement thereof. Only the holders of record of the Company’s shares of common stock as of the close of business on March 4, 20191, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

On or about March 21, 2019,18, 2021, we first mailed the Notice of Internet Availability of Proxy Materials and posted our proxy materials on the website referenced in the Notice of Internet Availability of Proxy Materials (www.proxyvote.com). For stockholdersshareholders who already requested to receive a printed set of proxy materials, we mailed this Proxy Statement, the accompanying proxy card and our Annual Report on Form 10-K for the year ended December 31, 2018. Stockholders2020. Shareholders of record may vote their shares by telephone, via the internet,Internet, at the Annual Meeting or, if such stockholdershareholder received a printed set of proxy materials, by signing, dating and mailing the proxy card provided with the written proxy materials. Instructions regarding all methods of voting are contained in the Notice of Internet Availability of Proxy Materials or, for printed sets of proxy materials, on the proxy card that is included with the Proxy Statement.

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Stockholders

Shareholders are cordially invited to attend the virtual Annual Meeting in person. The presence at the Annual Meeting, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting shall constitute a quorum. Your vote is important. Whether or not you plan to attend the Annual Meeting via the live webcast, please authorize proxies to cast your votes today by following the easy instructions in the Notice of Internet Availability of Proxy Materials or, if you requested a printed set of proxy materials, on the proxy card enclosed with the proxy materials.

By Order of the Board of Directors,

 


Andrew J. Sossen
Secretary
Dated: March 21, 201918, 2021
Greenwich, Connecticut

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING IN PERSON OR BY PROXY; PLEASE PROMPTLY VOTE BY TELEPHONE, VIA THE INTERNET OR, IF YOU REQUESTED A PRINTED SET OF THE PROXY MATERIALS, BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL INNISFREE M&A INCORPORATED, THE COMPANY’S PROXY SOLICITOR, TOLL-FREE AT 888-750-5834 (BANKS AND BROKERS MAY CALL COLLECT AT 212-750-5833).

Important Notice of Internet Availability of Proxy Materials for the 20192021 Annual Meeting to Be Held on April 30, 2019

27, 2021

Our proxy materials relating to the Annual Meeting (notice, proxy statement and annual report) are available at www.proxyvote.com and can also be viewed on our website atwww.ir.starwoodpropertytrust.com/proxymaterials.

proxymaterials.

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TABLE OF CONTENTS
PageINTRODUCTION
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1
INFORMATION CONCERNING ANNUAL MEETING, SOLICITATION AND VOTINGMatters to Be Voted on at the Annual Meeting
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1
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PROPOSAL 1: ELECTION OF DIRECTORSOUR BOARD
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52
Proposal 1: Election of Directors
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2
Board Nominees — Who We Are
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3
How Directors are Selected, Elected and Evaluated
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9
Determination of Director Independence
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10
Board Evaluation Process
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11
Corporate Governance Highlights
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11
How the Board is Structured and Operates
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12
Board Leadership Structure
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12
Board and Committee Meetings
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12
Succession Planning
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16
Board and Role in Risk Oversight
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16
Executive Sessions of Non-Executive and Independent Directors
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16
Number of Meetings of the Board and Attendance in 2020
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17
Anti-Hedging Policy
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17
How to Communicate with the Board
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17
Non-Employee Director Compensation
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18
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COMPENSATION OF DIRECTORSOUR COMPANY
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1020
Shareholder Engagement
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22
Our People
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22
Our Executive Officers
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23
Employment Practices
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25
Exceptional Employee Benefits
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25
Employee Retention and Satisfaction
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25
Diversity and Inclusion
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25
Employee Training, Talent Management
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25
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CORPORATE GOVERNANCEOUR SHAREHOLDERS
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1226
Security Ownership of Certain Beneficial Owners, Directors and Management
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26
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EXECUTIVE OFFICERSHOW OUR EXECUTIVES ARE PAID
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2128
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENTExecutive Compensation
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2228
EXECUTIVE COMPENSATIONCompensation Discussion and Analysis
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2428
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCECompensation Committee Report
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32
Pay Ratio Disclosure
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATIONSummary Compensation Table
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PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMGrants of Plan-Based Awards During Calendar Year Ended December 31, 2020
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Outstanding Equity Awards at December 31, 2020
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMStock Vested in Calendar Year Ended December 31, 2020
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Potential Post-Employment Payments and Payments upon Change in Control
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Equity Compensation Plan Information
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Proposal 2: Advisory Vote on Executive Compensation
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38
Recommendation of the Board
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35OUR AUDITORS
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Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
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Proposed Independent Registered Public Accounting Firm
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Recommendation of the Board and its Audit Committee
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Independent Registered Public Accounting Firm
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Pre-Approval Policies for Services of Independent Registered Public Accounting Firm
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Report of the Audit Committee
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Management Agreement
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Grants of Equity Compensation to the Manager
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SEREF and Related Transactions
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SCG Core-Plus Investment
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Office Campus Loan Investment
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Energy Loans
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48
Residential Mortgage Loans
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48
Other Loans
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48
Other Related Party Arrangements
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48
Disclosure Regarding Fred Ridley
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CMBS Securitization Trusts and Special Servicing
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Related Party Transaction Practice
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INFORMATION CONCERNING THE ANNUAL MEETING AND VOTING
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Shareholders Entitled to Vote
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Attending the Virtual Annual Meeting
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Quorum
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Broker Non-Vote
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Required Vote
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How to Vote
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How Shares Will be Voted
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Revocation of Proxies
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Confidentiality of Voting
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Tabulation of Voting Results
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Solicitation of Proxies
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List of Shareholders
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Availability of Annual Report and Proxy Materials on the Internet
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Recommendations of the Board
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Householding
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Other Matters
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STOCKHOLDERSHAREHOLDER PROPOSALS FOR THE 20202022 ANNUAL MEETING
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4456
OTHER MATTERS
44
ADDITIONAL INFORMATION
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Starwood Property Trust, Inc.
591 West Putnam Avenue
Greenwich, Connecticut 06830

PROXY STATEMENT
 — ANNUAL MEETING OF STOCKHOLDERS

SHAREHOLDERS

INFORMATION CONCERNING ANNUAL MEETING, SOLICITATION AND VOTING

INTRODUCTION 

This Proxy Statement, the accompanying proxy card and the Notice of Annual Meeting are being provided in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Starwood Property Trust, Inc., a Maryland corporation (the “Company,” “we,” “us” or “our”), for use at the 2019 annual meetingCompany’s 2021 Annual Meeting of stockholdersShareholders (the “Annual Meeting”), to be held via live webcast accessible at www.virtualshareholdermeeting.com/STWD2021on April 30, 201927, 2021 at 2:00 p.m., Eastern time, at 1 Hotel Central Park, 1414 Sixth Avenue, New York, New York 10019, and any adjournments or postponements thereof. The mailing address of the Company’s principal executive offices is Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830. In accordance with the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are making our proxy materials available to our stockholdersshareholders electronically via the internet.Internet. Accordingly, on or about March 21, 2019,18, 2021, the Company will be mailing a Notice of Internet Availability of Proxy Materials to our stockholdersshareholders containing instructions on how to access the proxy materials on the internet,Internet, how to vote online or by telephone and, if desired, how to receive a printed set of the proxy materials.

For additional details regarding the Annual Meeting and voting generally, please refer to “Information Concerning the Annual Meeting and Voting.”

Matters to Be Voted on at the Annual Meeting


At the Annual Meeting, the following matters will be voted on:

1.
The election of the seveneight director nominees identified in this Proxy Statement, each to serve until the next annual meetingfor a one-year term expiring at our 2022 Annual Meeting of stockholdersShareholders, and with each elected director holding office until his or her successor ishas been elected and qualified;qualified or until his or her earlier resignation or removal;
2.
The approval, on an advisory basis, of the Company’s executive compensation as disclosed in this Proxy Statement;
3.
The ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2019;2021; and
4.
The transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Stockholders Entitled to Vote

The Board of Directors has fixed March 4, 2019 as the record date for the determination of stockholders entitled to notice of and to vote their shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at the Annual Meeting. As of March 4, 2019, the Company had outstanding 279,768,290 shares of Common Stock. Each share of Common Stock entitles its holder to one vote.

Voting on Other Matters

If any other matters are properly presented at the Annual Meeting for consideration and you authorize a proxy to vote your shares, the persons named in the proxy will have the discretion to vote on those matters for you. As of the date this Proxy Statement was published, the Company did not know of any other matter to be raised at the Annual Meeting.

Required Vote

The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum for purposes of transacting business at the Annual Meeting. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a

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quorum. A “broker non-vote” occurs when

OUR BOARD 
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board recommends a bank, broker or other holder that holds sharesvote “FOR” our nominees
 
The Board, elected annually, reflects our agility, teamwork and drive for excellence. The Board also brings expertise from key sectors, including real estate, technology/digital, finance/investment, law and management. The Board has unanimously proposed each of our current directors, Richard D. Bronson, Jeffrey G. Dishner, Camille J. Douglas, Solomon J. Kumin, Fred Perpall, Fred S. Ridley, Barry S. Sternlicht and Strauss Zelnick, as nominees for election as directors of the Company, each to serve for a beneficial owner in “street name” (each, a “record holder”) does not vote on a particular proposal because that holder does not have discretionary voting power for that particular itemone-year term expiring at our 2022 Annual Meeting of Shareholders, and has not received instructions from the beneficial owner.

Election ofwith each nominee for the sevenelected director positions (Proposal 1) requires the affirmative FOR vote of a plurality of all votes cast at the Annual Meeting. This means that the director nominee with the most votes for a particular seat is elected for that seat. Votes “withheld” from one or more director nominees therefore will have no effect on the outcome of the vote with respect to the election of directors. However, in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” fromholding office until his or her election than votes “for”successor has been elected and qualified or until his or her election is expected to tender hisearlier resignation or her written resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee. For additional details regarding our director resignation policy and the election of directors, see the section of this Proxy Statement entitled “Proposal 1: Election of Directors.”

The affirmative FOR vote of a majority of votes cast at the Annual Meeting is required to approve all other proposals, including the approval, on an advisory basis, of the Company’s executive compensation as disclosed in this Proxy Statement (Proposal 2) and the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2019 (Proposal 3). In tabulating the voting results for each such proposal, abstentions and, if applicable, broker non-votes, are not treated as “votes cast” and will have no effect on the result of such vote.

Although the advisory vote on the Company’s executive compensation as disclosed in this Proxy Statement (Proposal 2) is non-binding, the Board of Directors will review the results of the vote and will take them into account as appropriate when making decisions regarding executive compensation.

How to Vote

You may vote at the Annual Meeting in any of the following ways:

Submitting a Proxy by Telephone or via the Internet: If you are a stockholder of record, you may appoint your proxy by telephone or via the internet until 11:59 p.m., Eastern time, on April 29, 2019, by following the instructions on the Notice of Internet Availability of Proxy Materials or, if you requested a printed set of the proxy materials, on your proxy card. Easy-to-follow prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. The Company’s telephone and internet proxy submission procedures are designed to authenticate stockholders by using individual control numbers. If you hold your shares in street name, please check your voting instruction card provided with the proxy materials or contact your bank or broker to determine whether you will be able to provide your instructions by telephone or via the internet.

Submitting a Proxy by Mail: If you are a stockholder of record and requested to receive a printed set of the proxy materials, you can appoint your proxy by marking, dating and signing your proxy card and returning it by mail in the postage-prepaid envelope provided. If submitted by mail, your proxy must be received by the close of business on April 29, 2019, to be counted. If you hold your shares in street name, you can instruct your bank or broker to vote by following the directions on your voting instruction card provided with the proxy materials.

By casting your vote in any of the ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions.

In Person at the Annual Meeting: Stockholders of record may vote in person by ballot at the Annual Meeting. Stockholders who own their shares in street name may vote in person at the Annual Meeting only if they provide a legal proxy, executed in their favor, from the holder of record of their shares.

Please note that even if you plan to attend the Annual Meeting, we encourage you to submit a proxy in advance to ensure your shares are represented. Your voting in person at the Annual Meeting will automatically result in the revocation of any previously submitted proxy.

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Voting at the Annual Meeting

If you are a stockholder of record and you properly complete, sign and return a proxy card or use the telephone or internet voting procedures, as applicable, to authorize the named proxies to vote your shares, and your proxy card or other proxy authorization is received by the Company in time to be voted at the Annual Meeting, your shares will be voted as specified, unless your proxy is properly revoked prior thereto. If you submit a signed proxy card but no specification is made on the proxy card as to any one or more of the proposals, the shares of Common Stock represented by the proxy will be voted as follows:

FOR the election of each of the director nominees;

FOR the approval, on an advisory basis, of the Company’s executive compensation as disclosed in this Proxy Statement; and

FOR the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the calendar year ending December 31, 2019.

If you hold your shares in “street name,” the rules of the New York Stock Exchange (the “NYSE”) provide the record holder (i.e., your bank or broker) with the authority to vote your shares only on certain “routine” matters when it does not receive voting instructions from you. Record holders that do not receive voting instructions from their respective beneficial owners are entitled to vote such shares only on the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2019 (Proposal 3). Absent instructions from you, a record holder may not vote on the proposal regarding election of director nominees (Proposal 1) or on the advisory proposal regarding executive compensation (Proposal 2).

Revocation of Proxies

A person submitting a proxy has the power to revoke it at any time before it is exercised by (a) attending the Annual Meeting and voting in person, (b) duly executing and delivering a proxy bearing a later date prior to the Annual Meeting or (c) sending written notice of revocation to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830, which must be received by the Company’s Secretary by 5:00 p.m., Eastern time, on April 26, 2019 to have any effect.

Confidentiality of Voting

The Company keeps all proxies, ballots and voting tabulations confidential as a matter of practice. The Company only lets its proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), and its Inspector of Election, Computershare Trust Company N.A. (“Computershare”), examine these documents. Occasionally, stockholders provide written comments on their proxy card, which then may be forwarded to the Company’s management by Computershare.

Tabulation of Voting Results

Computershare, the Company’s independent tabulating agent, will count the votes and act as the Inspector of Election at the Annual Meeting.

Solicitation of Proxies

The Company will pay the expenses of soliciting proxies in connection with this Proxy Statement. Proxies may be solicited in person or by mail, telephone, electronic transmission and/or facsimile transmission on the Company’s behalf by directors, officers or employees of the Company or its subsidiaries, without additional compensation. The Company asks brokerage houses and other custodians, nominees and fiduciaries to forward soliciting materials to the beneficial owners of the stock held of record by such persons and to obtain authority to execute proxies, for which the Company will reimburse such persons. Innisfree has been engaged to assist in the solicitation of proxies for the Company for a fee of $20,000 plus reasonable out-of-pocket expenses. When recording votes by telephone or via the internet, the Company will use procedures designed to authenticate stockholders’ identities, which will allow stockholders to authorize the voting of their shares in accordance with their instructions and confirm that their instructions have been recorded properly.

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Attendance at the Annual Meeting

All stockholders of record as of the close of business on the record date, March 4, 2019, may attend the Annual Meeting. Institutional or entity stockholders are each permitted to bring one representative. Attendance at the Annual Meeting will be on a first-come, first-served basis upon arrival at the meeting. Proof of stock ownership as of the record date, such as a bank or brokerage statement, and a government-issued photo identification, such as a valid driver’s license or passport, will be required for admission to the Annual Meeting.

After the formal business of the Annual Meeting has been concluded and adjourned, the Chairman of the Board of Directors will answer questions from stockholders of record as of the close of business on the record date and their representatives during a designated period. In order to ensure that all stockholders and representatives thereof who wish to speak may have an opportunity, each stockholder or representative thereof will be permitted to ask two questions and will be limited to two minutes to present each question. Such questions must be confined to matters properly before the Annual Meeting and of general Company concern.

List of Stockholders

A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, at the Company’s principal executive offices at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830, and open to examination by any stockholder for any purpose germane to the Annual Meeting, by contacting the Secretary of the Company.

Availability of Annual Report and Proxy Materials on the Internet

This Proxy Statement and our annual report for the calendar year ended December 31, 2018 are available at www.proxyvote.com by using the control number that is provided to you in the Notice Regarding Internet Availability of Proxy Materials. You may also view such materials on our website at www.ir.starwoodpropertytrust.com/proxymaterials or request printed copies of such materials by mail. Please submit any such request to the attention of the Company’s Secretary, Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830.

Recommendations of the Board of Directors

The Board of Directors recommends a vote FOR the election of each of the nominees for director named in this Proxy Statement, FOR the approval, on an advisory basis,above. The experience and qualifications of the Company’s executive compensation as disclosednominees are described further in this Proxy Statementthe following table and FOR the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the calendar year ending December 31, 2019.

below:
​
Experience/
Qualifications
​​
Richard Bronson
​​
Jeffrey Dishner
​​
Camille Douglas
​​
Solomon Kumin
​​
Fred Perpall
​​
Fred Ridley
​​
Barry Sternlicht
​​
Strauss Zelnick
​
​
Business Leadership
​​

​​
​​
​​
​​
​​
​​
​​
​
​
Corporate Governance
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Strategy & Operations
​​
​​
​​
​​
​​
​​
​​
​​
​
​
REIT/Real Estate
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Legal/ Regulatory
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Financial/ Accounting
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Risk Oversight/ Management
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Digital/ Technology
​​
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​​
​​
​​
​​
​​
​​
​

4

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BOARD NOMINEES —
WHO WE ARE 
The biographical information below summarizes each director’s age, term, tenure as a director of the Company, board committee memberships, principal occupation, positions with the Company and business experience, including the experiences, qualifications, skills and attributes that led to the Nominating and Corporate Governance Committee’s conclusion that the nominee should stand for election as a director. The information presented below has been confirmed by each nominee for purposes of its inclusion in this Proxy Statement.

​​
​​
​


RICHARD D. BRONSON

Chairman, The Bronson Companies

Lead Independent Director  

Age: 76  

Director since 2009

Committee Membership

• Audit Committee

• Compensation Committee (Chair)

• Nominating and Corporate Governance Committee
​​
​​
EXPERIENCE

• Chairman of The Bronson Companies, LLC, a real estate development, investment and advisory company based in Beverly Hills, California (2000-present)

• Former President of New City Development, an affiliate of Mirage Resorts, Development, where he oversaw the company’s new business initiatives and activities outside of Nevada

• For over 30 years, he has been involved in the development of myriad commercial properties throughout the United States including the creation of more than 100 real estate projects

QUALIFICATIONS

Mr. Bronson’s experience and knowledge in the real estate industry enable him to provide valuable insight into potential investments and the current state of the commercial real estate markets

OTHER  

CURRENT PUBLIC BOARDS

• Starwood Real Estate Income Trust, Inc., a public non-listed real estate investment trust focused on acquiring stabilized, income-oriented commercial real estate and debt secured by commercial real estate in both the U.S. and Europe, in which an affiliate of the Company is a shareholder

• Invitation Homes Inc., a publicly traded REIT focused on the single-family residential business based in Dallas, Texas

FORMER PUBLIC BOARDS

•  Mirage Resorts

• TRI Pointe Group, Inc., a homebuilding and design company based in Irvine, California, in which an affiliate of the Company was a shareholder and which, after a 2015 reorganization, became the successor issuer to TRI Pointe Homes, Inc.

Miscellaneous

• Serves on the Advisory Board of the Neurosurgery Division at UCLA Medical Center in Los Angeles, where he and his wife, Edie Baskin Bronson, were the recipients of the department’s 2018 “Visionary Award”

• Served as a Trustee and Vice President of the International Council of Shopping Centers, an association representing more than 70,000 industry professionals in 100 countries

•  Former member of the Board of Trustees of The Forman School in Litchfield, CT

• Former Chairman of the Board of Trustees of The Archer School for Girls in Los Angeles, CA
​
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PROPOSAL 1:
ELECTIONTABLE OF CONTENTS

​​
​​
​


JEFFREY G. DISHNER

Senior Managing Director and Global Head of Real Estate Acquisitions, Starwood Capital Group

Age: 56

Director since 2009

Committee Membership

• Investment Committee
​​
​​
EXPERIENCE

• Executive Vice President of SPT Management, LLC, our manager and an affiliate of the Company (the “Manager”) (August 2009-present)

• Senior Managing Director and the Global Head of Real Estate Acquisitions of Starwood Capital Group, a privately-held global investment management firm and an affiliate of the Company (March 2009-present); member of the Executive and Investment Committees; joined firm in 1994

• Commercial Mortgage Finance Group of J.P. Morgan & Co., where he focused on whole-loan dispositions and securitizations for various thrift institutions (1993-1994)

•  Member of the Acquisitions Group at JMB Realty Corporation (1987-1991)

QUALIFICATIONS

Mr. Dishner’s experience in the commercial real estate markets enables him to provide important perspectives on the Company’s investments and the current state of the global commercial real estate markets

EDUCATION

• BS, Economics, Wharton School of the University of Pennsylvania  

•  MBA, Amos Tuck School at Dartmouth College
​
​​
​​
​


CAMILLE J. DOUGLAS

Senior Managing Director, Acquisitions and Capital Markets, LeFrak

Age: 69

Independent Director since 2010

Committee Membership

• Audit Committee

• Nominating and Corporate Governance Committee
​​
​​
EXPERIENCE

• Senior Managing Director, Acquisitions and Capital Markets, at LeFrak, a family owned real estate company which owns, develops and manages properties in the New York, Miami and Los Angeles metropolitan areas, among others (present); was previously a Managing Director and Senior Advisor; joined 2010

• Adjunct Professor in Finance and Economics at Columbia Business School (2005-present)

• Founder and Principal of Mainstreet Capital Partners, a private firm focusing on global real estate financial advisory services and transactions for clients in the United States, the U.K., Brazil and India (1999-2010)

•  Senior Vice President, Finance, at Olympia & York (US) (1982-1994)

•  Vice President at Morgan Stanley & Co (1977-1982)

QUALIFICATIONS

Ms. Douglas’s over 40 years of experience in commercial real estate investment, development and finance enables her to provide important perspectives on the Company’s investments as well as potential financings for the Company’s investments

EDUCATION

•  BA, Smith College

•  MCRP, Urban Planning, Harvard University Graduate School of Design
​
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​​
​​
​


SOLOMON J. KUMIN

Co-President, Leucadia Asset Management

Age: 45

Independent Director since 2014

Committee Membership

• Compensation Committee

• Investment Committee
​​
​​
EXPERIENCE

• Co-President at Leucadia Asset Management, an asset management firm (2020-present), was previously the Chief Strategic Officer; joined 2018  

• Chief Executive Officer of Folger Hill Asset Management, which merged with Schonfeld Strategic Advisors LLC, a hedge fund, in 2018 (2015-2018)

• Chief Operating Officer, S.A.C. Capital Advisors, a hedge fund (2005-2010), joined 2005

• Vice President, Institutional Sales at Sanford C. Bernstein, a subsidiary of AllianceBernstein LP (2001-2005)

•  Started his career at Lazard Asset Management as a Marketing Associate in 1999

QUALIFICATIONS

Mr. Kumin’s experience and knowledge in the asset management industry enable him to provide valuable insight on the Company’s operations, management, capital markets and portfolio allocation.

EDUCATION

• BA, Political Science, The Johns Hopkins University

OTHER

• Member of the Boards of Trustees of The Johns Hopkins University, the Fessenden School in West Newton, MA and the Thoroughbred Owners and Breeders Association

• Member of the Boards of Directors of Team Impact and the US Lacrosse Foundation, for which he is the Chairman

• Member of the Trust Board of Boston Children’s Hospital and the Johns Hopkins Lacrosse Advisory Board
​
​​
​​
​


  FRED PERPALL

Chief Executive Officer, The Beck Group

Age: 46

Independent Director since 2020

Committee Membership

• Audit Committee

• Investment Committee
​​
​​
EXPERIENCE

• Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms (2013- Present); Has served in various other roles with The Beck Group since 1999

• Alumnus of the 183rd class of Harvard Business School’s Advanced Management Program

•  Former Americas Fellow at The Baker Institute at Rice University

QUALIFICATIONS

Mr. Perpall brings deep leadership and public company experience as well as real estate acumen to the Board.

EDUCATION

• B.S., Architecture, University of Texas at Arlington

• M. Arch., University of Texas at Arlington

OTHER

• Former Chairman of the Dallas Citizens Council

•  Member of the Board of Directors of Triumph Bancorp

•  Member of the Board of Councilors for The Carter Center

• Member of the United States Golf Association Executive Committee

•  Co-Chair of Dallas’ COVID-19 Economic Recovery Task Force
​
2021  Proxy Statement  5

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​​
​​
​



FRED S. RIDLEY

Partner, Foley & Lardner LLP

Age: 68

Independent Director since 2018

Committee Membership

• Nominating and Corporate Governance Committee
​​
​​
EXPERIENCE

• Partner at Foley & Lardner LLP (“Foley”), an international law firm (2001-present); former national chair of Foley’s Real Estate Practice, a member and former co-chair of the Hospitality & Leisure Team, a member of the Sports Industry Team and a former member of Foley’s Management Committee

• Partner at Annis Mitchell Cockey Edwards & Roehn, P.A., a law firm that was based in Tampa, FL (1986-2001); Associate (1984-1986)

• Partner at Bucklew, Ramsey & Ridley, P.A., a law firm that was based in Tampa, FL (1982-1984); Associate (1980-1982)

•  Worked at IMG, a sports management firm based in Cleveland, OH (1977-1980)

QUALIFICATIONS

Mr. Ridley has over 35 years of experience and knowledge in the legal and real estate industries enabling him to provide valuable insight into the current state of the commercial real estate markets and potential new investments

EDUCATION

•  BA, Business Administration, University of Florida

•  JD, Stetson University College of Law

OTHER

• Has over 35 years of experience in representing financial institutions and developers of single-family and multifamily real estate projects, including coordination of acquisition and financing issues, environmental and coastal permitting, and negotiations of entitlements with local and state governmental entities

• Recognized by Chambers and Partners for his work in real estate law in its annually published Chambers USA: America’s Leading Business Lawyers each year from 2004 to 2020 and has been selected for inclusion in the 2006 — 2019 Florida Super Lawyers lists

• Recognized by The Legal 500 in the area of real estate and has been selected for inclusion in The Best Lawyers in America© 2006 — 2020
​
6  STARWOOD PROPERTY TRUST

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​​
​​
​


BARRY S. STERNLICHT

Chairman of the Board and Chief Executive Officer of the Company

Age: 60

Director since 2009

Committee Membership

• Investment Committee (Chair)

Other Public Boards

Present

• Estée Lauder Companies

• Vesper Healthcare Acquisition Corp.

• Jaws Acquisition Corp.

• Jaws Spitfire Acquisition Corporation

• Jaws Mustang Acquisition Corporation

Former

• Invitation Homes

• Restoration Hardware

• Co-Chairman of Starwood Waypoint Homes, a predecessor company of Invitation Homes

• Chairman of the Board of TRI Pointe Group

• Chairman of the Board of Baccarat S.A., a crystal maker headquartered in Baccarat, France.
​​
​​
EXPERIENCE

• Starwood Property Trust Chairman of the Board and Chief Executive Officer since its inception (2009-present)

• Chairman of the Board and Chief Executive Officer of Starwood Capital Group, a privately-held global investment firm with over $75 billion in assets under management and an affiliate of the Company, since its formation (1991-present)

• Chairman and Chief Executive Officer of Starwood Capital Group Management, LLC, a registered investment advisor and an affiliate of the Company (present)

•  Chairman of the Board of Starwood Real Estate Income Trust, Inc. (2017-present)

• Founder, Chairman and Chief Executive Officer of SH Group, a hotel management company that owns and manages the Baccarat Hotels & Resorts, 1 Hotels and Treehouse brands (present)

• Founder and Chairman of Jaws Acquisition Corp., Jaws Spitfire Acquisition Corporation, and Jaws Mustang Acquisition Corporation, special purpose acquisition companies listed on the New York Stock Exchange

• Founder, Chairman and Chief Executive Officer of Starwood Hotels & Resorts Worldwide, Inc. (1995-2005)

QUALIFICATIONS

Mr. Sternlicht’s extensive experience in both the commercial real estate markets and as a senior executive and director of other publicly traded corporations enables him to provide the Board with leadership and financial expertise as well as insight into the current status of the global financial and real estate markets

EDUCATION

•  BA, magna cum laude, with honors, Brown University

•  MBA, with distinction, Harvard Business School  

OTHER

• Over the past 29 years, Mr. Sternlicht has structured investment transactions with an aggregate asset value in excess of $110 billion

• Board Member of Real Estate Roundtable, the Dreamland Film & Performing Arts Center and the Executive Advisory Board of Americans for the Arts

• Former Chairman of the Board and current Board member of The Robin Hood Foundation

•  Member of the U.S. Olympic and Paralympic Foundation Trustee Council, the World
Presidents Organization and the Urban Land Institute
​
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​​
​​
​


STRAUSS ZELNICK

Chief Executive Officer and Chairman of the Board of Directors of Take-Two Interactive Software

Age: 63

Independent Director since 2009

Committee Membership

• Audit Committee (Chair)

• Nominating and Corporate Governance Committee (Chair)

• Compensation Committee

• Investment Committee
​​
​​
EXPERIENCE

• Take-Two Interactive Software, a video game holding company, Chief Executive Officer (2011-present) and Chairman of the Board of Directors (2007-present)

• Founder of Zelnick Media Capital (“ZMC”), a media enterprise which manages and holds interests in an array of businesses in the United States and Canada (2001-present)

• BMG Entertainment, a music and entertainment company, President and Chief Executive Officer of (1998-2000), President and Chief Executive Officer of North America (1995-1998)

• President and Chief Executive Officer of Crystal Dynamics, a producer and distributor of interactive entertainment software

• President and Chief Operating Officer of 20th Century Fox, where he managed all aspects of Fox Inc.’s worldwide motion picture production and distribution business

•  President and Chief Operating Officer of Vestron Inc.

•  Vice President, International Television, at Columbia Pictures

QUALIFICATIONS

Mr. Zelnick’s experience as a director and senior executive of publicly traded corporations enables him to provide the Company with leadership and financial expertise

EDUCATION

• BA, Wesleyan University

• MBA, Harvard Business School  

• JD, Harvard Law School

OTHER

• Represents ZMC as a director of Education Networks of America, Inc., a private company

• Previously served as Chairman and Chief Executive Officer of Columbia Music Entertainment, Chairman of ITN Networks and Chairman of Direct Holdings Worldwide and OTX

•  CBS Corp., Non-Executive Interim Chairman of the Board (2018-2019)
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HOW DIRECTORS

ARE SELECTED, ELECTED AND EVALUATED

The Nominating and Corporate Governance Committee, as well as the full Board, examines a number of qualifications, attributes and criteria when identifying and selecting candidates to serve as a director. These include a candidate’s experience, skills, expertise, diversity, age, personal and professional integrity, character, business judgment, time availability, dedication, independence from management and the Company, potential conflicts of interest and such other factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board, as discussed in the section of this Proxy Statement entitled “Our Board—How the Board is Structured and Operates—Board and Committee Meetings—Nominating and Corporate Governance Committee.”
The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that a majority of the entire Board of Directors may increase or decrease the number of directors, provided that the number of directors shall never be less than the minimum required by the Maryland General Corporation Law nor more than 15. The Company’s Board of Directors is currently comprised of seveneight members.

At the Annual Meeting, seveneight directors will be elected to serve on the Board, of Directors, each to serve for a one-year term expiring in 2020at our 2022 Annual Meeting of Shareholders, and with each elected director holding office until his or her respective successor ishas been elected and qualified. The shares of Common Stock represented by the accompanying proxy will be voted for the election as directors of the seven nominees named below, unless a vote is withheld from any of the seven individual nominees.qualified or until his or her earlier resignation or removal. Each nominee has agreed to serve as a director if elected, and the Board of Directors expects that each nominee will be available for election as a director. However, if any nominee becomes unavailable or is unwilling to serve as a director for any reason, shares of Common Stock represented by the accompanying proxy will be votedproxies may exercise their discretion to vote your shares for such other person as the Board of Directors may nominate.

Election of each nominee for one of the seveneight director positions requires the affirmative FOR vote of a plurality of all votes cast at the Annual Meeting. This means that the director nominee with the most votes for a particular seat is elected for that seat. However, pursuant to our Corporate Governance Guidelines, any nominee in an uncontested election who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will, within five days following the certification of the stockholdershareholder vote, tender his or her written resignation to the Chairman of the Board of Directors for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will then review the director’s continuation on the Board of Directors and recommend to the Board of Directors whether the Board of Directors should accept such tendered resignation. The Board, of Directors, after giving due consideration to the best interests of the Company and its stockholders,shareholders, will make a decision on whether to accept the tendered resignation and promptly and publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.

Information Concerning the Director Nominees

The Board of Directors has unanimously proposed Richard D. Bronson, Jeffrey G. Dishner, Camille J. Douglas, Solomon J. Kumin, Fred S. Ridley, Barry S. Sternlicht and Strauss Zelnick as nominees for election as directors of the Company, each to serve for a one-year term expiring in 2020 and each until his or her respective successor is elected and qualified. Each nominee is currently a director of the Company.

We believe all of the nominees are individuals with a reputation for integrity, who demonstrate strong leadership capabilities and are able to work collaboratively to make contributions to the Board of Directors and management. The Nominating and Corporate Governance Committee, as well as the full Board of Directors, examine a number of qualifications, attributes and criteria when identifying and selecting candidates to serve as a director, including a candidate’s experience, skills, expertise, diversity, age, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, independence from management and the Company, potential conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors, as discussed in the section of this Proxy Statement entitled “Corporate Governance—Board of Directors and Committee Meetings—Nominating and Corporate Governance Committee.” Mr. Ridley was appointed to the Board in September 2018 and is standing for election by the stockholders for the first time at the Annual Meeting. Mr. Ridley was initially identified by a non-executive director and recommended by the Nominating and Corporate Governance Committee.

5

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Information concerning the names, ages, terms and positions with the Company and business experience of the nominees is set forth below. This information includes each nominee’s principal occupation as well as a discussion of the specific experience, qualifications, attributes and skills of each nominee that led to the Nominating and Corporate Governance Committee’s and Board of Director’s conclusion that the particular nominee should serve as a director. In addition, set forth below is the period during which each nominee has served as a director of the Company. Ages shown for all directors are as of December 31, 2018. The information presented below has been confirmed by each nominee for purposes of its inclusion in this Proxy Statement.

Name
Age
Tenure
Position(s)
Committee Membership(s)
Richard D. Bronson
73
2009-Present
Lead Independent Director
Audit Committee, Compensation Committee (Chairperson) and Nominating and Corporate Governance Committee
Jeffrey G. Dishner
54
2009-Present
Director
Investment Committee
Camille J. Douglas
67
2010-Present
Director
Audit Committee and Nominating and Corporate Governance Committee
Solomon J. Kumin
43
2014-Present
Director
Compensation Committee and Investment Committee
Fred S. Ridley
66
2018-Present
Director
Nominating and Corporate Governance Committee
Barry S. Sternlicht
58
2009-Present
Chairman of the Board of Directors and Chief Executive Officer
Investment Committee (Chairperson)
Strauss Zelnick
61
2009-Present
Director
Audit Committee (Chairperson), Compensation Committee, Nominating and Corporate Governance Committee (Chairperson) and Investment Committee

Richard D. Bronson has been a director of the Company since its inception in 2009. Since 2000, Mr. Bronson has been the Chairman of The Bronson Companies, LLC, a real estate development, investment and advisory company based in Beverly Hills, California. Mr. Bronson has been involved in the development of several shopping centers and office buildings throughout the United States. Mr. Bronson serves as a director of both Starwood Real Estate Income Trust, Inc. (“SREIT”), a public non-listed real estate investment trust (“REIT”) focused on acquiring stabilized, income-oriented commercial real estate and debt secured by commercial real estate in both the U.S. and Europe, in which an affiliate of the Company is a stockholder, and Invitation Homes Inc., a publicly traded REIT focused on the single-family residential business based in Dallas, Texas, in which an affiliate of the Company is a stockholder (“Invitation Homes”). Mr. Bronson previously was the President of New City Development, an affiliate of Mirage Resorts, where he oversaw the New City Development’s new business initiatives and activities outside of Nevada. For over 30 years, Mr. Bronson has been involved in the development of myriad commercial properties throughout the United States. Mr. Bronson previously served as a director of Mirage Resorts and as a director of TRI Pointe Group, Inc., a homebuilding and design company based in Irvine, California, in which an affiliate of the Company was a stockholder and which, after a 2015 reorganization, became the successor issuer to TRI Pointe Homes, Inc. (“TRI Pointe Group”). Mr. Bronson is on the Advisory Board of the Neurosurgery Division at UCLA Medical Center in Los Angeles, and he and his wife, Edie Baskin Bronson, were the recipients of the department’s 2018 “Visionary Award”. Mr. Bronson has also served as a Trustee and Vice President of the International Council of Shopping Centers, an association representing more than 70,000 industry professionals in 100 countries. Mr. Bronson is a former member of the Board of Trustees of The Forman School in Litchfield, Connecticut, and the former Chairman of the Board of Trustees of The Archer School for Girls in Los Angeles, California.

We believe that Mr. Bronson should serve as a member of the Board of Directors because Mr. Bronson’s experience and knowledge in the real estate industry enable him to provide valuable insight into potential investments and the current state of the commercial real estate markets.

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Jeffrey G. Dishner has been a director of the Company since its inception in 2009. He serves as an Executive Vice President of SPT Management, LLC, our manager and an affiliate of the Company (the “Manager”), a position he has held since August 2009. He is also a Senior Managing Director and the Global Head of Real Estate Acquisitions of Starwood Capital Group Global, L.P., a privately-held global investment management firm and an affiliate of the Company (“Starwood Capital Group”), a position he has held since March 2009. Mr. Dishner is additionally a member of the Executive and Investment Committees of Starwood Capital Group. Prior to joining Starwood Capital Group in 1994, Mr. Dishner worked in the Commercial Mortgage Finance Group of J.P. Morgan & Co., where he focused on whole-loan dispositions and securitizations for various thrift institutions from 1993 to 1994. Prior to J.P. Morgan & Co., Mr. Dishner was a member of the Acquisitions Group at JMB Realty Corporation from 1987 to 1991. Mr. Dishner received a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania and a Master of Business Administration degree from the Amos Tuck School at Dartmouth College.

We believe that Mr. Dishner should serve as a member of the Board of Directors because Mr. Dishner’s experience in the commercial real estate markets enables him to provide important perspectives on the Company’s investments and the current state of the global commercial real estate markets.

Camille J. Douglas has been a director of the Company since 2010. Ms. Douglas is a Senior Managing Director, Acquisitions and Capital Markets, at LeFrak, a family owned real estate company which owns, develops and manages properties in the New York, Miami and Los Angeles metropolitan areas, among others. Ms. Douglas previously held positions as a Managing Director and Senior Advisor at LeFrak. Previously, Ms. Douglas was the Founder and Principal of Mainstreet Capital Partners, a private firm focusing on global real estate financial advisory services and transactions for clients in the United States, the U.K., Brazil and India. From 1982 to 1994, Ms. Douglas was Senior Vice President, Finance, at Olympia & York (US), and from 1977 to 1982 she was a Vice President at Morgan Stanley & Co. Ms. Douglas is also currently an Adjunct Professor in Finance and Economics at Columbia Business School. She holds a Bachelor of Arts degree from Smith College and a Master in Urban Planning degree from the Harvard University Graduate School of Design.

We believe that Ms. Douglas should serve as a member of the Board of Directors because Ms. Douglas’s over 40 years of experience in commercial real estate investment, development and finance enables her to provide important perspectives on the Company’s investments as well as potential financings for the Company’s investments.

Solomon J. Kumin has been a director of the Company since 2014. Mr. Kumin is the Chief Strategic Officer at Leucadia Asset Management LLC, an asset management firm. Prior to joining Leucadia Asset Management LLC in 2018, Mr. Kumin was the Chief Executive Officer of Folger Hill Asset Management, which merged with Schonfeld Strategic Advisors LLC, a hedge fund company, in 2018. Before that, Mr. Kumin worked at S.A.C. Capital Advisors, L.P., a hedge fund company, for more than ten years, serving as its Chief Operating Officer for the last five of those years. Prior to joining S.A.C. Capital Advisors, L.P. in 2005, he was a Vice President, Institutional Sales at Sanford C. Bernstein, a subsidiary of AllianceBernstein L.P. Mr. Kumin started his career at Lazard Asset Management as a Marketing Associate in 1999. Mr. Kumin serves as a member of the Boards of Trustees of The Johns Hopkins University, the Fessenden School in West Newton, Massachusetts and the Thoroughbred Owners and Breeders Association. Mr. Kumin serves as a member of the Boards of Directors of the US Lacrosse Foundation, for which he is the Vice Chairman, and the Breeders’ Cup. He is also a member of the Trust Board of Boston Children’s Hospital and the Johns Hopkins Lacrosse Advisory Board. Mr. Kumin received a Bachelor of Arts degree in Political Science from The Johns Hopkins University.

We believe that Mr. Kumin should serve as a member of the Board of Directors because Mr. Kumin’s experience and knowledge in the asset management industry enable him to provide valuable insight on the Company’s operations, management, capital markets and portfolio allocation.

Fred S. Ridley has been a director of the Company since 2018. Mr. Ridley has been a partner at Foley & Lardner LLP, an international law firm (“Foley”), since February 2001. He is the former national chair of Foley’s Real Estate Practice, a member and former co-chair of the Hospitality & Leisure Team and a member of the Sports Industry Team. Mr. Ridley also is a former member of Foley’s Management Committee. Prior to becoming a partner at Foley, Mr. Ridley was a partner at Annis Mitchell Cockey Edwards & Roehn, a law firm that was based in Tampa, Florida (“Annis”), from November 1986 to January 2001 and an associate at Annis from 1984 to 1986. Before joining Annis, Mr. Ridley was a partner at Bucklew, Ramsey & Ridley, a law firm

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that was based in Tampa, Florida (“Bucklew”), from 1982 to 1984 and an associate at Bucklew from 1980 to 1982. From 1977 to 1980, Mr. Ridley worked at IMG, a sports management firm based in Cleveland, Ohio. Mr. Ridley has over 35 years of experience in representing financial institutions and developers of single-family and multifamily real estate projects, including coordination of acquisition and financing issues, environmental and coastal permitting, and negotiations of entitlements with local and state governmental entities. Mr. Ridley was recognized by Chambers and Partners for his work in real estate law in its annually published Chambers USA: America’s Leading Lawyers for Business Lawyers each year from 2004 through 2017. In 2006 – 2016, Mr. Ridley was recognized by The Legal 500 in the area of real estate, and he has been selected for inclusion in The Best Lawyers in America© for real estate law. Mr. Ridley received a Juris Doctor degree from Stetson University College of Law in 1977 and his undergraduate degree in Business Administration from the University of Florida in 1974.

We believe that Mr. Ridley should serve as a member of the Board of Directors because Mr. Ridley’s over 35 years of experience and knowledge in the legal and real estate industries enable him to provide valuable insight into the current state of the commercial real estate markets and potential new investments.

Barry S. Sternlicht has been the Chairman of the Board of Directors and the Chief Executive Officer of the Company since its inception in 2009. He has been the Chairman of the Board and Chief Executive Officer of Starwood Capital Group, a privately-held global investment firm with over $60 billion in assets under management and an affiliate of the Company, since its formation in 1991. He is also the Chairman and Chief Executive Officer of Starwood Capital Group Management, LLC, a registered investment advisor and an affiliate of the Company, and Chairman of the Board of SREIT. Over the past 27 years, Mr. Sternlicht has structured investment transactions with an aggregate asset value in excess of $100 billion. From 1995 to 2005, he was the Chairman and Chief Executive Officer of Starwood Hotels & Resorts Worldwide, Inc., an NYSE-listed hotel and leisure company that he founded. Mr. Sternlicht is the former Chairman of the Board of TRI Pointe Group and the former Chairman of the Board of Baccarat S.A., a crystal maker headquartered in Baccarat, France. In 2008, Mr. Sternlicht founded and became the Chairman and Chief Executive Officer of SH Group, a hotel management company that owns and manages the Baccarat Hotels & Resorts and 1 Hotels brands. Mr. Sternlicht is also on the Board of Directors of Invitation Homes and The Estée Lauder Companies, as well as the Real Estate Roundtable and A.S. Roma, the professional Italian football club based in Rome. He previously served on the Board of Directors of Restoration Hardware and as the co-Chairman of the Board of Directors of Starwood Waypoint Homes, a predecessor company of Invitation Homes. Additionally, he serves on the boards of the Robin Hood Foundation (of which he is the former Chairman), the Dreamland Film & Performing Arts Center and the Executive Advisory Board of Americans for the Arts. He is a member of the U.S. Olympic and Paralympic Foundation Trustee Council, the World Presidents Organization and the Urban Land Institute. Mr. Sternlicht received a Bachelor of Arts degree, magna cum laude, with honors from Brown University. He later earned a Master of Business Administration degree with distinction from Harvard Business School.

We believe that Mr. Sternlicht should serve as a member of the Board of Directors because Mr. Sternlicht’s extensive experience in both the commercial real estate markets and as a senior executive and director of other publicly traded corporations enables him to provide the Board of Directors with leadership and financial expertise as well as insight into the current status of the global financial and real estate markets.

Strauss Zelnick has been a director of the Company since its inception in 2009. Mr. Zelnick is a founder of ZelnickMedia Corporation (“ZMC”), a media enterprise which manages and holds interests in an array of businesses in the United States and Canada. Mr. Zelnick currently serves as Chief Executive Officer and Chairman of the Board of Directors of Take-Two Interactive Software Inc. (“Take-Two”), a video game holding company. He has been the Chief Executive Officer of Take-Two since 2011 and has been the Chairman of the Board of Directors since 2007. Mr. Zelnick is also the Interim Chairman of the Board of Directors of CBS Corporation and represents ZMC as a director of Education Networks of America, Inc., a private company. Prior to forming ZMC in 2001, Mr. Zelnick was President and Chief Executive Officer of BMG Entertainment, a music and entertainment company, from 1998 to 2000. Mr. Zelnick served as President and Chief Executive Officer of BMG Entertainment’s North American business unit from 1995 to 1998. Before joining BMG Entertainment, Mr. Zelnick was President and Chief Executive Officer of Crystal Dynamics, a producer and distributor of interactive entertainment software. Prior to that, he spent four years as President and Chief Operating Officer of 20th Century Fox, where he managed all aspects of Fox Inc.’s worldwide motion picture production and distribution business. Previously, he spent three years at Vestron Inc., two of which as Vestron

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Inc.’s President and Chief Operating Officer. Mr. Zelnick also served as Vice President, International Television, at Columbia Pictures. Previously, Mr. Zelnick was on the boards of Cast & Crew Entertainment Services, LLC, Alloy, LLC and Naylor LLC. He also previously served as Chairman and Chief Executive Officer of Columbia Music Entertainment, Chairman of ITN Networks and Chairman of Direct Holdings Worldwide and OTX. He holds a Bachelor of Arts degree from Wesleyan University, a Master of Business Administration degree from Harvard Business School and a Juris Doctor degree from Harvard Law School.

We believe that Mr. Zelnick should serve as a member of the Board of Directors because Mr. Zelnick’s experience as a director and senior executive of publicly traded corporations enables him to provide the Company with leadership and financial expertise.

Recommendation of the Board of Directors

The Board of Directors recommends a vote FOR the election of each of the nominees for director named above.

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COMPENSATION OF DIRECTORS

Executive directors do not receive compensation for serving on the Company’s Board of Directors. For these purposes, an “executive director” is a member of the Company’s Board of Directors who is also an employee of Starwood Capital Group or an affiliate thereof, including the Company.

For 2018, each non-executive director was entitled to receive the following compensation for service as a member of the Board of Directors and as a member of the applicable committees of the Board of Directors:

Annual Board of Directors membership cash retainer of $100,000, payable in quarterly installments in conjunction with quarterly meetings of the Board of Directors;
Annual Board of Directors committee Chairperson cash retainers of $20,000 with respect to the Audit Committee, $15,000 with respect to the Compensation Committee and $10,000 with respect to the Nominating and Corporate Governance Committee;
Annual Board of Directors committee membership cash retainers of $10,000 with respect to the Audit Committee, $7,500 with respect to the Compensation Committee, $2,500 with respect to the Investment Committee and $2,500 with respect to the Nominating and Corporate Governance Committee;
Annual Lead Independent Director cash retainer of $40,000;
Annual Board of Directors equity award of $110,000, payable in the form of restricted shares of Common Stock that vest on the one-year anniversary of the date of grant, subject to the director’s continued service on the Company’s Board of Directors, calculated based on the closing price of a share of Common Stock on the date of grant, under the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”); and
Reimbursement of reasonable travel expenses incurred in connection with attendance at Board of Directors and committee meetings.

The table below summarizes the compensation paid by the Company to its non-executive directors for the calendar year ended December 31, 2018.

Name
Fees Earned
or Paid
in Cash
Stock
Awards
(1)(2)
Option
Awards
Non-Equity
Incentive
Plan
Compensation
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
Total
Richard D. Bronson
$
167,500
 
$
110,013
 
 
—
 
 
—
 
 
—
 
 
—
 
$
277,513
 
Camille J. Douglas
$
112,500
 
$
110,013
 
 
—
 
 
—
 
 
—
 
 
—
 
$
222,513
 
Solomon J. Kumin
$
110,000
 
$
110,013
 
 
—
 
 
—
 
 
—
 
 
—
 
$
220,013
 
Fred S. Ridley(3)
$
51,250
 
$
110,013
 
 
—
 
 
—
 
 
—
 
 
—
 
$
161,263
 
Strauss Zelnick
$
140,000
 
$
110,013
 
 
—
 
 
—
 
 
—
 
 
—
 
$
250,013
 
(1)On September 24, 2018, each of the non-executive directors was granted an annual equity award equal to 5,028 restricted shares of Common Stock. The amounts reported in this column for such awards are based on a closing price of $21.88 per share of Common Stock on the date of grant.
(2)As of December 31, 2018, each of the non-executive directors held 5,028 unvested restricted stock awards, for a total unvested share count of 25,140.
(3)Since Mr. Ridley was elected to serve as a director of the Company effective as of September 4, 2018, he was entitled to receive a prorated portion of the applicable annual cash retainers.

The Compensation Committee and the Board of Directors aim to provide and maintain competitive director compensation levels and minimize the complexity of the Company’s fee structure. For 2019, each non-executive director is contemplated to be entitled to receive the same levels of compensation, on the same terms, for service as a member of the Board of Directors and as a member of the committees of the Board of Directors as for 2018, except that the Annual Board of Directors equity award will be increased to $120,000. The Board of Directors and the Compensation Committee determined that this increase was appropriate after consultation with Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s independent outside compensation consultant.

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The Board of Directors has adopted a guideline for equity ownership equal to at least three times the value of the annual Board of Directors membership cash retainer. When this guideline was implemented in 2011, directors had (i) five years from the time of the implementation of this guideline in 2011 or (ii) five years from the time of their election to the Board of Directors, whichever is later, to obtain this level of equity ownership. Restricted stock awards made by the Company in connection with service on the Board of Directors and its committees may be counted toward achieving the equity ownership guidelines. As of March 4, 2019, 9,198,262 shares of Common Stock were available for issuance under the 2017 Equity Plan (determined on a combined basis with the 2017 Manager Equity Plan) and 25,140 shares of Common Stock were subject to unvested awards granted to non-executive directors under the 2017 Equity Plan or its predecessor plan.

We have also entered into an indemnification agreement with each of our directors that provides for indemnification, to the fullest extent permitted by applicable law and subject to certain conditions, with respect to certain expenses and claims that such director incurs or becomes party to by reason of the fact that such director is or was an officer, director, trustee, employee or agent of the Company or any of our subsidiaries or affiliates. Pursuant to such indemnification agreements, our directors may also obtain advancement of certain of such expenses. Such indemnification will be reduced to the extent that such directors are indemnified under the directors’ and officers’ liability insurance maintained by the Company. A copy of the form of such indemnification agreements is an exhibit to the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2015, as filed with the SEC.

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CORPORATE GOVERNANCE

Determination of Director Independence


Pursuant to the Company’s Corporate Governance Guidelines, the Board of Directors must be comprised of a majority of directors who qualify as independent directors under the listing standards of the NYSENew York Stock Exchange (the “NYSE”) (such directors, “Independent Directors”). The Board of Directors reviews annually the relationships that each director has with the Company (either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with the Company). Following such annual review, only those directors who the Board of Directors affirmatively determines have no material relationship with the Company (either directly or as a partner, stockholdershareholder or officer of an organization that has a relationship with the Company) will be considered Independent Directors, subject to additional qualifications prescribed under the listing standards of the NYSE or under applicable law. The Board of Directors may adopt and disclose categorical standards to assist it in determining director independence. In the event that a director becomes aware of any change in circumstances that may result in such director no longer being considered independent under the listing standards of the NYSE or under applicable law, the director must promptly inform the ChairpersonChair of the Nominating and Corporate Governance Committee.

The Board of Directors considered all relevant facts and circumstances in assessing director independence and has determined that each of Mr. Bronson, Ms. Douglas, Mr. Kumin, Mr. Perpall, Mr. Ridley and Mr. Zelnick are each Independent Directors. Mr. Sternlicht is not an Independent Director.

Director due to his position as Chief Executive Officer of the Company, among other positions. Mr. Dishner is not independent due to his position as Executive Vice President of SPT Management, LLC, our Manager and Senior Management Director and Global Head of Real Estate Acquisitions of Starwood Capital Group, an affiliate of our Manager.

In making these independence determinations, the Board of Directors took into account the following relationships:

With respect to Mr. Bronson, the Board of Directors took into account the relationships between the Company and each of SREIT and Invitation Homes, in which, with respect to each entity, an affiliate of the Company is a stockholdershareholder and of which Mr. Bronson is a director. In addition, Mr. Sternlicht serves as the Chairman of the Board of SREIT and as a former director of Invitation Homes.
The Board also took into account Mr. Bronson’s investment in Mustang Sponsor LLC, the special purpose acquisition company sponsor vehicle to Jaws Mustang Acquisition Corp., in which Mr. Bronson owns less than a 1% equity interest. Mr. Sternlicht serves as the Founder and Chairman of Jaws Mustang Acquisition Corp.
With respect to Ms. Douglas, the Board of Directors took into account certain joint ventures betweeninvestments by Starwood Capital Group, an affiliate of the Company, and LeFrak, for which Ms. Douglas is a Senior Managing Director, Acquisitions and Capital Markets. The investments include (i) a joint ventures (i)venture that developed a hotel in Miami, Florida that was subsequently sold in February 2019, and (ii) own condominium propertiesa minority investment by LeFrak in Miami, Florida and (iii) managea hotel properties.
management company that is affiliated with Starwood Capital Group.
With respect to Mr. Ridley, the Board of Directors took into account the provision of legal services by Foley & Lardner LLP, a law firm of which Mr. Ridley is a partner, to the Company and commercial mortgage backed securities (“CMBS”) trusts for which a subsidiary of the Company has been appointed to act as the special servicer. For additional details regarding such legal services and legal fees, which were also considered by the Board, of Directors, see the section of this Proxy Statement entitled “Certain Relationships and Related Transactions—Disclosure Regarding Fred Ridley.”
The Board also took into account Mr. Ridley’s investment in Mustang Sponsor LLC, the special purpose acquisition company sponsor vehicle to Jaws Mustang Acquisition Corp., in which Mr. Ridley owns less than a 1% equity interest. Mr. Sternlicht serves as the Founder and Chairman of Jaws Mustang Acquisition Corp.
With respect to Mr. Zelnick, the Board of Directors took into account investments of Mr. Sternlicht, our Chairman of the Board of Directors and Chief Executive Officer, in twothree ZMC-sponsored funds, of which Mr. Zelnick is the founder and managing partner, each of which is equal to less than 1% of such funds, as well as Mr. Sternlicht’s service on an advisory board of an affiliate of ZMC.
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Board Evaluation Process

The Nominating and Corporate Governance Committee coordinates an annual self-assessment of the Board’s performance as well as the performance of each committee of the Board. The full Board and each committee discuss the results. The assessment includes a review of Directorsany areas in which the Board or management believes the Board can make a better contribution to the Company. The Nominating and Corporate Governance Committee utilizes the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.
CORPORATE GOVERNANCE HIGHLIGHTS
We are proud of our strong corporate governance practices, including:
Strong independent leadership of the Board with a Lead Independent Director and six of eight directors being independent
Regular executive sessions of independent directors
Annual election of directors
Resignation policy if any director receives a greater number of votes “withheld” from his or her election than votes “for” his or her election
Shareholder right to call special meetings
Single voting class stock
Shareholders can amend the Bylaws
No poison pill
Annual “say-on-pay” vote
Regular succession planning
The Company maintains a corporate governance section on its website to provide relevant information to shareholders and other interested parties. Corporate governance information available on the Company’s website includes the charters of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of the Board, the Corporate Governance Guidelines of the Company, the Company’s Code of Business Conduct and Ethics and the Company’s Code of Ethics for the Principal Executive Officer and Senior Financial Officers of the Company. See: www.starwoodpropertytrust.com, under the heading “Investor Relations” and the subheading “Corporate Governance.” The information is also available in print, mailed without charge, to any shareholder upon written request to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830.
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HOW THE BOARD IS STRUCTURED AND OPERATES
Board Leadership Structure


Mr. Sternlicht serves as both Chief Executive Officer and as Chairman of the Board of Directors.Board. The Board of Directors believes that this leadership structure is appropriate and has enabled the Company to attract and retain a strong Chief Executive Officer. This structure avoids any lack of clarity over who runs the Company and results in a leader of the Board of Directors with greater substantive knowledge of the Company and the industry in which it operates than would otherwise be the case. The Board of Directors believes the Company’s overall corporate governance policies and practices, combined with the strength of the Company’s Independent Directors, minimize any potential conflicts that may result from combining the roles of Chief Executive Officer and Chairman of the Board of Directors. In the Board of Directors’ view, splitting the roles would potentially have the consequence of making the Company’s management and governance processes less effective than they are today through undesirable duplication of work and, in the worst case, blurring the clear lines of accountability and responsibility, without any clear offsetting benefits.

Board.

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Our Corporate Governance Guidelines contemplate that, if the Chairman of the Board of Directors is not an Independent Director, the Independent Directors will designate one of the Independent Directors to serve as Lead Independent Director. Mr. Bronson currently serves as Lead Independent Director. The Lead Independent Director works with the Chief Executive Officer and Chairman of the Board of Directors to ensure that the Board of Directors discharges its responsibilities, has structures and procedures in place to enable it to function independently of management and clearly understands the respective roles and responsibilities of the Board of Directors and management. In addition, the Lead Independent Director’s duties include facilitating communication with the Board of Directors and presiding over all meetings of the Board of Directors at which the Chairman is not present, including regularly conducted executive sessions of the Independent Directors. It is the role of the Lead Independent Director to review and approve matters such as meeting agendas, meeting schedule sufficiency and, where appropriate, other information provided to the other directors. The Lead Independent Director serves as the liaison between the Chairman and the Independent Directors; however, all directors are encouraged to, and in fact do, consult with the Chairman on each of the above topics. The Lead Independent Director and each of the other directors communicate regularly with the Chairman regarding appropriate agenda topics and other matters related to the Board of Directors.Board. The Lead Independent Director has the authority to call meetings of the Independent Directors and is available for consultation and direct communication with interested parties. In performing these duties, the Lead Independent Director consults with the ChairpersonsChairs of the appropriate committees of the Board of Directors and solicits their participation in order to avoid diluting the authority or responsibilities of such committee Chairpersons.

The Board of Directors believes that having a combined Chief Executive Officer and Chairman of the Board of Directors and a Lead Independent Director with significant and well-defined responsibilities, as described above, enhances the Chief Executive Officer and Chairman of the Board of Directors’ ability to provide insight and direction on important strategic initiatives to both management and the Independent Directors and, at the same time, ensures that the appropriate level of independent oversight is applied to all decisions of the Board of Directors, and accordingly facilitates the overall functioning of the Board of Directors.

Board of Directors and Role in Risk Oversight

The members of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee of the Board of Directors, including their respective Chairpersons, are comprised entirely of Independent Directors who serve in oversight roles. Through these committees, the Board of Directors is actively involved in the oversight of risk, compliance, possible conflicts of interest and related party transactions, and business results. Members of the Board of Directors have access to management and outside advisors.

With respect to cybersecurity risks, our Board of Directors receives periodic updates from management on the Company’s cybersecurity program, including measures taken to address cybersecurity risks and significant cyber security incidents. The cybersecurity program is comprised of various controls and activities performed in order to identify, protect, detect and respond to cybersecurity threats.

The Manager is responsible for the day-to-day management of the risks the Company faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board of Directors meets regularly with management to discuss strategy and risks facing the Company. Senior management attends the Board of Directors meetings and is available to address any questions or concerns raised by the Board of Directors on risk management and any other matters. The Chairman of the Board of Directors and non-executive members of the Board of Directors work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of Independent Directors.

Board of Directors Evaluation Process

The Nominating and Corporate Governance Committee coordinates an annual self-assessment of the Board’s performance as well as the performance of each committee of the Board, the results of which are discussed with the full Board and each committee. The assessment includes a review of any areas in which the Board or management believes the Board can make a better contribution to the Company. The Nominating and Corporate

Chairs.

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Governance Committee utilizes the results of this self-evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.

Shareholder Engagement

On a regular basis throughout the year, our management team attends investor conferences and holds one-on-one meetings and calls with investors to gain a better understanding of the issues that are important to existing and potential stockholders. We use the information gathered in these meetings to help inform our decision-making and ensure our interests remain aligned with those of our stockholders.

During 2018, our management team held 154 individual and group meetings (either in-person or telephonically) to discuss, among other topics, our business, financial, and operating performance; our capital allocation priorities and our corporate governance and executive compensation. Moreover, in December 2018, we held an investor day that was attended (in person or via webcast) by 147 investors. At investor day, management provided an in-depth review of each of the Company’s businesses. Additionally, in advance of the 2018 annual meeting of stockholders, management conducted formal governance-related outreach to 24 of our largest stockholders, who held approximately 41.1% of our outstanding Common Stock as of April 18, 2018. In these discussions, the stockholders did not express any material concerns or dissatisfaction with the Company’s corporate governance or executive compensation.

Board of Directors and Committee Meetings


The Board of Directors has four standing committees: an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and an Investment Committee. The current charters for each of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee are available on the Company’s website, www.starwoodpropertytrust.com, under the heading “Investor Relations” and the subheading “Corporate Governance.” Further, the Company will provide copies of these charters, without charge, to any stockholdershareholder upon written request to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830.

The following descriptions of the functions performed by the committees of the Board of Directors are general in nature and are qualified in their entirety by reference to the committees’ respective charters.
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Audit Committee

The Audit Committee, presently composedcomprised of Mr. Zelnick (Chairperson)(Chair), Mr. Bronson, and Ms. Douglas and Mr. Perpall, is responsible for the selection, evaluation and oversight of the Company’s independent auditors, as well as oversight of the financial reporting process and internal controls of the Company. Each Audit Committee member is “independent” as defined in the NYSE listing standards. The Board of Directors has determined that Mr. Zelnick qualifies as an “audit committee financial expert” as defined in the applicable SEC rules, and the Board of Directors has determined that Mr. Zelnick has accounting and related financial management expertise and that each member of the Audit Committee is financially literate within the meaning of the listing standards of the NYSE. The Audit Committee met four times during the calendar year ended December 31, 2018.

2020.

The primary purposes of the Audit Committee are to provide assistance to the Board of Directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including, without limitation, (a) assisting the Board of Directors’Board’s oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the Company’s independent auditors’ qualifications and independence, and (iv) the performance of the Company’s independent auditors and the Company’s internal audit function, and (b) preparing the report required to be prepared by the Audit Committee pursuant to the rules of the SEC for inclusion in the Company’s annual proxy statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, presently composedcomprised of Mr. Zelnick (Chairperson)(Chair), Mr. Bronson, Ms. Douglas and Mr. Ridley, identifies and recommends to the Board of Directors individuals qualified to serve as directors of the Company and on committees of the Board, of Directors, advises the Board

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of Directors with respect to the Board of Directors’Board’s composition, procedures and committees, advises the Board of Directors with respect to the corporate governance principles applicable to the Company and oversees the evaluation of the Board of Directors and the Company’s management. Each Nominating and Corporate Governance Committee member is “independent” as defined in the NYSE listing standards. The Nominating and Corporate Governance Committee met two times during the calendar year ended December 31, 2018.

2020.

The Company’s Bylaws provide certain procedures that a stockholdershareholder must follow to nominate persons for election to the Board of Directors.Board. Director nominations at an annual stockholdershareholder meeting must be submitted in writing to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830. The Secretary must receive the notice of a stockholder’sshareholder’s intention to introduce a nomination at an annual stockholdershareholder meeting:

•not earlier than the 120th day nor later than the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders; or
not earlier than the 120th day nor later than the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of shareholders; or
•in the event that the date of the mailing of the notice for the annual meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders, not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting of stockholders and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting of stockholders or the tenth day following the day on which disclosure of the date of mailing of the notice for such meeting is first made by the Company.
in the event that the date of the mailing of the notice for the annual meeting of shareholders is advanced or delayed by more than 30 days from the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of shareholders, not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting of shareholders and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting of shareholders or the tenth day following the day on which disclosure of the date of mailing of the notice for such meeting is first made by the Company.

The deadline for such notice of a stockholdershareholder nomination is the same as the deadline for notice of a stockholdershareholder proposal submitted outside of Rule 14a-8 with respect to the 20202022 annual meeting of stockholders,shareholders, which is discussed in the section of this Proxy Statement entitled “Stockholder“Shareholder Proposals for the 20202022 Annual Meeting.” The Bylaws also provide that the stockholdershareholder nomination notice must contain all information relating to such nominee that is required to be disclosed in solicitations of proxies for elections of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serve as director if elected).
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As to the stockholdershareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is being made, the notice must include:

the name and address of the stockholder,shareholder, as they appear on the Company’s stock ledger and, if different, the current name and address of such beneficial owner; and
the class and number of shares of each class of stock of the Company which are owned beneficially and of record by such stockholdershareholder and owned beneficially by such beneficial owner.

In considering the qualifications, attributes and criteria for serving as a director of the Company, the Nominating and Corporate Governance Committee examines a candidate’s experience, skills, expertise, diversity attributes, age, personal and professional integrity, character, business judgment, time availability, in light of other commitments, dedication, independence from management and the Company, potential conflicts of interest and such other relevant factors that the committee considers appropriate in the context of the needs of the Board of Directors. Although there is no specific policy on diversity, theBoard. The Nominating and Corporate Governance Committee also may seek todoes not have thea formal policy regarding diversity, although diversity is taken into account when evaluating director candidates. Twenty-five percent of our Board identifies as diverse in terms of Directors represent a diversity of backgrounds and experience.

gender identity or ethnicity.

The Nominating and Corporate Governance Committee identifies potential nominees by asking currentseeking input from fellow directors, and executive officers, to notify the Nominatingprofessional firms and Corporate Governance Committee if they become aware of suitable candidates. The Nominatingshareholders and Corporate Governance Committee also may, from time to time, engage firms that specialize in identifying director candidates. The Nominating and Corporate Governance Committee will also consider director candidates recommended by stockholders.stakeholders. The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder.shareholder. However, in addition to taking into consideration the needs of the Board of Directors and the qualifications of the candidate, the committee may also consider the number of shares held by the recommending stockholdershareholder and the length of time that such shares have been held by such stockholder.

shareholder.

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Once a person has been identified by the Nominating and Corporate Governance Committee as a potential candidate, the Nominating and Corporate Governance Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Corporate Governance Committee determines that the potential candidate warrants further consideration, the Chairman or anothera member of the Nominating and Corporate Governance CommitteeBoard will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, of Directors, the Nominating and Corporate Governance Committee requests information from the candidate and reviews the person’s accomplishments and qualifications.

Mr. Perpall, who is standing for election at the Annual Meeting for the first time, was first recommended as a candidate by a non-employee director.

Compensation Committee

The Compensation Committee, presently composedcomprised of Mr. Bronson (Chairperson)(Chair), Mr. Kumin and Mr. Zelnick, oversees the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive compensation and equity-based plans. The Compensation Committee also oversees the annual review of the Management Agreement, dated as of August 17, 2009, by and between the Company and the Manager, as the same may be amended from time to time (the “Management Agreement”), and oversees the annual review of the Company’s equity compensation plans.
The primary responsibilities of the Compensation Committee additionally include reviewing and discussing with management the Company’s compensation discussion and analysis (the “CD&A”) to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC and preparing the Compensation Committee Report as required by the rules of the SEC. The Compensation Committee further oversees the review and approval of general compensation pools and plans for the employees of our Real Estate Investing & Servicing business division.the Company. Each Compensation Committee member is “independent” as defined in the NYSE listing standards. The Compensation Committee met two times during the calendar year ended December 31, 2018.

2020.

The Compensation Committee has the authority to determine the compensation payable to the Company’s directors and to grant awards under the Company’s equity incentive plans and from time to time may
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solicit recommendations from the Company’s executive officers and/or outside compensation consultants in determining the amount or form of such director compensation or awards. The Compensation Committee also has the authority to review and, where applicable, approve base salary and target bonus levels to be paid by an affiliate of the Manager and equity-based compensation to be made to the Company’s named executive officers. In determining the amount and form of such compensation, the Compensation Committee seeks recommendations from time to time from the Company’s Chairman of the Board of Directors and Chief Executive Officer and/or outside compensation consultants. The Compensation Committee also oversees risk when it considers granting equity awards to the Manager under the Management Agreement, including with respect to the review of performance-related factors (such as achievement of specified levels of net income) when granting such awards. For example, in evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net income may lead the Manager to place undue emphasis on the maximization of net income at the expense of other criteria, such as the preservation of capital, maintaining sufficient liquidity and/or management of credit risk or market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. As a result, the Compensation Committee evaluates performance-related factors (such as net income) in conjunction with other key risk exposure factors in making grants to the Manager. The Compensation Committee also has the authority to form subcommittees consisting of at least two directors for any purpose that the Compensation Committee deems appropriate and may delegate to such subcommittees such power and authority as it deems appropriate, except any power or authority required by any law, regulation or NYSE listing standard to be exercised by the Compensation Committee as a whole.

Compensation Committee Interlocks and Insider Participation

There were no compensation committee interlocks required to be disclosed during the calendar year ended December 31, 2018.2020. The directors who were members of the Compensation Committee during the calendar year ended December 31, 20182020 were Mr. Bronson, Mr. Kumin and Mr. Zelnick, none of whom are, or have been, officers or employees of the Company and none of whom had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

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Investment Committee

The Investment Committee, currently composedcomprised of Mr. Sternlicht (Chairperson)(Chair), Mr. Dishner, Mr. Kumin, Mr. Perpall and Mr. Zelnick, is responsible for the supervision of our Manager’s compliance with our investment guidelines and conducting periodic reviews of our investment portfolio at least quarterly (or more frequently as necessary).when such portfolios are also reviewed by the full Board. In addition, with respect to investments made by the Company, among other things, (a) any proposed investment valued at $250 million up to $400 million of our equity capital will require the separate review and approval of the Investment Committee of the Board of Directors and the Investment Committee of the Manager and (b) any proposed investment valued at $400 million or more will require the approval of the full Board of Directors and the Investment Committee of the Manager.

Disclosure Committee

We maintain a disclosure committee (the “Disclosure Committee”) consisting of members of our executive management and senior staff. The purpose of the Disclosure Committee is to oversee our system of disclosure controls and assist and advise our chief executive officer and chief financial officer in making 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 to discuss any issues or matters of which the members are aware that should be considered for disclosure in our public SEC filings and review our draft periodic reports prior to filing them with the SEC. The Disclosure Committee reports to our 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 its purpose and procedures, a copy of which may be found on our website at www.ir.starwoodpropertytrust.com under the “Governance Documents” subtab of the “Corporate Governance” tab.
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Succession Planning
The Board, led by the Compensation Committee with input from the Chief Executive Officer, regularly engages in succession planning for the position of the Chief Executive Officer and other senior officers. Such succession planning involves both short-term and long-term succession planning and talent management.
Board and Role in Risk Oversight
The members of the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee of the Board, including their respective Chairs, are comprised entirely of Independent Directors who serve in oversight roles. Through these committees, the Board is actively involved in the oversight of risk, compliance, possible conflicts of interest and related party transactions, and business results. Members of the Board have access to management and outside advisors.
Oversight of cybersecurity is a joint responsibility of the Board and the Audit Committee. The Board and the Audit Committee each receive periodic updates (at least quarterly) from management on the Company’s cybersecurity program, including measures taken to address cybersecurity risks and significant cyber security incidents. Additionally, the Audit Committee reviews IT risk as part of its quarterly internal oversight of cybersecurity risk. The Company’s cybersecurity program is comprised of various controls and activities performed in order to identify, protect, detect and respond to cybersecurity threats. As part of the cybersecurity program, the Company provides training to employees on an annual basis that include cybersecurity risk management awareness. The Company also maintains a cybersecurity insurance policy.
The Manager is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and risks facing the Company. Senior management attends the Board’s meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The Chairman of the Board and non-executive members of the Board work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of Independent Directors.
Executive Sessions of Non-Executive and Independent Directors


Executive sessions of the non-executive directors occur regularly during the course of the year. “Non-executive directors” include all Independent Directors and any other non-management directors. Mr. Bronson, our Lead Independent Director, is responsible for presiding over executive sessions of the non-executive directors. In addition, in the event that the non-executive directors include any director who is not an Independent Director, an executive session of only the Independent Directors will occur at least once a year.
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Number of Meetings of the Board of Directors and Attendance in 2018

2020

The Board of Directors met sixtwelve times during the calendar year ended December 31, 2018,2020, including both regularly scheduled and special meetings. Each director attended at least 75% of the meetings of the Board of Directors and of the committees of the Board of Directors on which such director served during the calendar year ended December 31, 2018.2020. The Company expects each director serving on its Board of Directors to regularly attend meetings of the Board of Directors and the committees on which such director serves, and to review, prior to meetings, material distributed in advance of such meetings. A director who is unable to attend a meeting is expected to notify the Chairman of the Board of Directors or the chairpersonChair of the appropriate committee in advance of such meeting. TheAdditionally, the Company expects each director to attend the annual meetings of stockholdersshareholders, and a director who is unable to attend such a meeting (which it is understood will occur on occasion) is expected to notify the Chairman of the Board of Directors in advance of such meeting. Each director then in office attended our 20182020 annual meeting of stockholders.

Report of the Audit Committee

The Board of Directors has appointed an Audit Committee consisting of three directors. All of the members of the Audit Committee are “independent” as defined in the NYSE listing standards.

The Audit Committee’s job is one of oversight, as set forth in its charter. It is not the duty of the Audit Committee to prepare the Company’s financial statements, to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). The independent registered public accounting firm engaged by the Company is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with GAAP.

shareholders.
Anti-Hedging Policy

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The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and with Deloitte & Touche LLP, the Company’s independent registered public accounting firm for the calendar year ended December 31, 2018. The Audit Committee has also discussed with Deloitte & Touche LLP the other matters requiredPursuant to be discussed under the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received from Deloitte & Touche LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, has discussed Deloitte & Touche LLP’s independence with Deloitte & Touche LLP and has considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2018 for filing with the SEC.

Respectfully submitted by the Audit Committee of the Board of Directors.

Strauss Zelnick (Chairperson)
Richard D. Bronson
Camille J. Douglas

Corporate Social Responsibility

Our Company

We believe that we make a big difference in our communities by focusing on the main ways we can reduce our impact on the environment and improve peoples’ lives. For us that means:

Investing in renewable energy projects and integrating environmental due diligence into our lending practices.
Making affordable housing available for thousands of families.
Helping to make home ownership possible for people who can’t get traditional bank loans.

By focusing on the ways in which we can have the most powerful positive impacts—we believe that we are able to execute these strategies more effectively for the benefit of the Company and our stakeholders.

Our People

We are a company with over 300 people across nine offices located in Greenwich, New York City, Miami Beach, London, Los Angeles, San Francisco, Atlanta, Charlotte and Norwalk.

We believe that our competitive compensation, outstanding benefits and a stimulating work environment help us attract and retain people with exceptional financial and real estate skills, a key strength of our company.

Exceptional Employee Benefits

Medical, prescription, dental and vision insurance for all employees and their families
401(k) plan with company match incentive
Subsidized life and disability insurance
Paid time off for holidays, personal days and vacation
Gym subsidies, annual health screenings and flu shots
Matching charitable contributions
Education assistance programs
Commuter subsidy programs

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Employee Training, Talent Management

Management and leadership training opportunities
Professional designations
Approximately 25% of job openings are filled internally

Employee Retention and Satisfaction

Regularly review and monitor employee turnover and reasons behind it
Regularly review and monitor employee demographic data
Periodic surveys, quarterly employee events, ongoing philanthropic initiatives and team building events

Our Environmental and Social Responsibilities

Through our property and infrastructure investments, as well as our residential lending portfolio, we finance projects that help provide solutions to important environmental and social challenges:

One third of our $3 billion owned real estate portfolio is in rent-restricted multifamily properties, making us one of the biggest owners of affordable housing in the United States.
○As of December 31, 2018, we owned a total of 15,057 apartment units, providing housing for an estimated 35,000 people, with 14,725 of such apartment units being rent restricted.
Through our infrastructure lending business, as of December 31, 2018, we provided $617 million of financing to renewable energy assets, including wind, hydro, solar and geothermal projects.
○Our renewables portfolio generated over 8,600 Gigawatt hours in 2018, and is 78% located in the United States with the remainder located in Ireland, Scotland, Spain and Canada.
Our residential lending business, with investments since we started the business totaling 3,529 loans valued at $1.5 billion, and investments currently held on our balance sheet of 1,403 loans valued at $623 million, in each case as of December 31, 2018, provides mortgages to underserved borrowers who otherwise struggle to secure access to housing credit.
○These borrowers often have significant financial assets and credit profiles and we deem them to be high-quality, but they don’t fit a traditional lending model (e.g., small business owners, contractors and other freelance workers who still have strong credit profiles).

In our owned real estate portfolio, we have undertaken several initiatives focused on energy efficiency and costs savings, such as:

A utility tracking platform that allows for efficient monitoring of water and electricity usage across portfolios.
The use of water conservation solutions through capital investment in more efficient bathroom and kitchen fixture upgrades, which has reduced water usage by 45% on average where installed.

Through our commercial real estate lending business, we evaluate all environmental risks associated with our investments. For example:

We utilize a Phase I environmental site assessment (ESA) to identify environmental conditions that may have a material impact on the property being assessed.
We assess a property’s sustainability and marketability by reviewing characteristics including, but not limited to, LEED certification and tenant amenities such as bike storage and repair facilities, neighborhood walkability ratings, and electric car charging stations.
We conduct periodic property site visits of our investments, which include physical inspection of the assets, including environmental considerations.

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Information on Corporate Governance and Communications with the Board of Directors

The Company maintains a corporate governance section on its website to provide relevant information to stockholders and other interested parties. Corporate governance information available on the Company’s website includes the charters of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee of the Board of Directors, the Corporate Governance Guidelines of the Company, the Company’s Code of Business Conduct and Ethics, directors, employees and their immediate families may not purchase, sell, acquire or dispose of any securities issued by Starwood Capital Group and/or its affiliated companies (including, without limitation, the Company), including any derivative instruments relating to these securities, without prior approval from the Company’s Codelegal counsel.

How to Communicate with the Board
The Board casts a wide net for information and values input from a variety of Ethicsstakeholders, including shareholders. We have therefore created a variety of means for the Principal Executive Officer and Senior Financial Officers of the Company. This information is available on the Company’s website, www.starwoodpropertytrust.com, under the heading “Investor Relations” and the subheading “Corporate Governance,” and the information is also available in print, without charge,our shareholders to any stockholder upon written requestcommunicate with us. These include:
writing to us via mail (as described below);
writing to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830.

Board’s dedicated email address (provided below);

attending our annual meeting;
voting your proxies;
calling our Investor Relations Department (203-422-7788);
taking part in our shareholder engagement discussions; and
attending our periodic investor days.
Any interested party may initiate communications with the Board, of Directors, the Chairman of the Board, of Directors, the Lead Independent Director, the Independent Directors as a group, any committee of the Board or any individual director or directors by writing to our Secretary at the address set forth above. You should indicate on the outside of the envelope the intended recipient of your communication (i.e., the full Board, of Directors, the Independent Directors as a group or any individual director or directors). In addition, interested parties may contact the Board, the Chairman of the Board, the Lead Independent Director, the Independent Directors as a group, any committee of the Board or any individual director or directors electronically via email to the Board’s designated email address: BoardofDirectors@stwdreit.com. The Board of Directors has instructed our Secretary to review such mail and email correspondence and, at his discretion, not to forward items if he deems them to be of a commercial or frivolous nature or otherwise inappropriate for the recipient’s consideration.

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NON-EMPLOYEE DIRECTOR COMPENSATION 
Executive directors do not receive compensation for serving on the Board. For these purposes, an “executive director” is a member of the Board who is also an employee of Starwood Capital Group or an affiliate thereof, including the Company. For 2020, each non-executive director was entitled to receive a $100,000 cash retainer, payable in quarterly installments in conjunction with quarterly meetings of the Board. In addition, directors serving in the following roles were entitled to receive these additional cash retainers: our Lead Independent Director: $40,000; our Audit Committee Chair: $20,000; each member of the Audit Committee: $10,000; our Compensation Committee Chair: $15,000; each member of the Compensation Committee: $7,500; our Nomination and Corporate Governance Committee Chair: $10,000; each member of the Nominating and Corporate Governance Committee: $2,500; and each member of the Investment Committee: $2,500.
In addition, in 2020 each non-executive director was entitled to an equity award of $130,000, payable in the form of restricted shares of common stock that vest on the one-year anniversary of the date of grant, subject to the director’s continued service on the Board, calculated based on the closing price of a share of common stock on the day preceding the date of grant, under the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”); and reimbursement of reasonable travel expenses incurred in connection with attending Board and committee meetings.
The table below summarizes the compensation paid by the Company to its non-executive directors for the calendar year ended December 31, 2020.
​
Name
​​
Fees Earned
or Paid in
Cash ($)
​​
Stock
Awards ($)(1)(2)
​​
Option
Awards
​​
Non-Equity
Incentive Plan
Compensation
​​
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
​​
All Other
Compensation
​​
Total ($)
​
​
Richard D. Bronson
​​
167,500
​​
123,080
​​
—
​​
—
​​
—
​​
—
​​
290,580
​
​
Camille J. Douglas
​​
112,500
​​
123,080
​​
—
​​
—
​​
—
​​
—
​​
235,580
​
​
Solomon J. Kumin
​​
110,000
​​
123,080
​​
—
​​
—
​​
—
​​
—
​​
233,080
​
​
Fred Perpall
​​
​56,250
​​
123,080
​​
—
​​
—
​​
—
​​
—
​​
​179,330
​
​
Fred S. Ridley
​​
102,500
​​
123,080
​​
—
​​
—
​​
—
​​
—
​​
225,580
​
​
Strauss Zelnick
​​
140,000
​​
123,080
​​
—
​​
—
​​
—
​​
—
​​
263,080
​
(1)
On September 29, 2020, each of the non-executive directors was granted an annual equity award equal to 8,151 restricted shares of common stock. The amounts reported in this column for such awards are based on a closing price of $15.10 per share of common stock on the date of grant.
(2)
As of December 31, 2020, each of the non-executive directors held 8,151 unvested restricted stock awards, for a total unvested share count of 48,906.
The Compensation Committee and the Board aim to provide and maintain competitive director compensation levels and minimize the complexity of the Company’s fee structure. For 2021, each non-executive director is contemplated to be entitled to receive the same levels of compensation, on the same terms, for service as a member of the Board and as a member of the committees of the Board as for 2020, except that the annual cash retainer to be paid to non-employee directors is contemplated to be increased to $110,000, payable in quarterly installments in conjunction with quarterly meetings of the Board.
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The Board has adopted a guideline for equity ownership equal to at least three times the value of the annual Board membership cash retainer. When this guideline was implemented in 2011, directors had (i) five years from the time of the implementation of this guideline in 2011, or (ii) five years from the time of their election to the Board, whichever is later, to obtain this level of equity ownership. Restricted stock awards made by the Company in connection with service on the Board and its committees may be counted toward achieving the equity ownership guidelines. As of March 1, 2021, 3,909,798 shares of common stock were available for issuance under the 2017 Equity Plan (determined on a combined basis with the 2017 Manager Equity Plan (defined below)) and 48,906 shares of common stock were subject to unvested awards granted to non-executive directors under the 2017 Equity Plan or its predecessor plan.
We have also entered into an indemnification agreement with each of our directors that provides for indemnification, to the fullest extent permitted by applicable law and subject to certain conditions, with respect to certain expenses and claims that such director incurs or becomes party to by reason of the fact that such director is or was an officer, director, trustee, employee or agent of the Company or any of our subsidiaries or affiliates. Pursuant to such indemnification agreements, our directors may also obtain advancement of certain of such expenses. Such indemnification will be reduced to the extent that such directors are indemnified under the directors’ and officers’ liability insurance maintained by the Company. A copy of the form of such indemnification agreements is an exhibit to the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2015, as filed with the SEC.
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OUR COMPANY  
We are a leading diversified real estate finance company—and the largest commercial mortgage real estate investment trust in the United States based on market capitalization. We are passionate about our business and want to share a summary of accomplishments of which we are proud. We also believe it is important to provide insight into how we think of ourselves and our larger purpose as a corporate citizen, which supports our ability to create value for our shareholders. We utilize a multi-cylinder investment platform that enables us to collaborate with Starwood Capital Group’s over 4,000 employees across its 16 global offices to find investment opportunities in our core focus areas of real estate and infrastructure. A few highlights regarding our Company are provided below:
STWD
​​
30 Years
We have shares publicly
traded on the NYSE
​​
We have the ability to leverage the platform of Starwood Capital Group, a leading private investment firm with over 30 years of experience and broad operating expertise across virtually every real estate asset class
+$66B
​​
+$18B
Capital deployed since our inception in August 2009
​​
Portfolio across our Commercial and Residential Lending,
Infrastructure Lending, Investing & Servicing and Property
Business Segments
~300
​​
    
​​
    
Employees and ~50 additional people employed by the Manager or other providers that are fully dedicated to the Company’s business and operations
​​
We have the size and expertise to successfully execute large, complex real estate transactions
​​
We are one of the largest commercial mortgage special servicing businesses in the United States
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We also provide solutions to important environmental and social challenges, both through our property and infrastructure investments and via our residential lending portfolio. Here are some of the environmental and societal benefits that are inextricably linked to our core operations:
~1/2
​​
Roughly half of our approximately $2.3 billion owned real estate portfolio is invested in rent-restricted multi-family properties. This makes us one of the largest providers and owners of affordable housing in the U.S.

​​
As of December 2020, we owned approximately 15,057 apartment units that provide housing to approximately 35,000 people, 98% of whom represent households earning around 60% of the median household income for each property’s region.

​​
In every one of our communities, we have preserved all in-place affordability restrictions on our properties. We provide support services to residents such as Soldiers to Scholars program, which offers free rent, utilities, and maintenance to military veterans who are obtaining a college degree and free transportation to medical and retail destinations at seniors-only communities.

​​
Since the purchase of our infrastructure lending platform in 2018, we have financed $820 million of renewable energy assets, including wind, hydro, solar and geothermal projects.

​​
Since 2018, our renewable portfolio generated over 7,900 gigawatt hours of energy, avoiding approximately 7.4M tons of CO2 emissions.

​​
As of year-end 2020, the Company’s Commercial Real Estate Lending portfolio included $4.3 billion of loans where the underlying asset has or is seeking an energy certification. This represents 42% of our Commercial Real Estate Lending portfolio.

​​
Our residential lending business has deployed over $5.3 billion since 2016, advancing financial inclusion by providing mortgages to many high-quality borrowers who might otherwise struggle to secure access to housing credit.

​​
In our owned real estate portfolio, we run several initiatives focused on energy efficiency and cost savings, such as:
​
•
​​
a utility tracking program that enables efficient monitoring of water and electric use across portfolios; and
​
•
​​
water conservation programs that invest in more efficient kitchen and bathroom fixtures, reducing water usage by approximately 37% on average and realizing average water bill savings of approximately 43%. In 2020, the value of these savings was approximately $15 million.
Through our commercial real estate lending business, we evaluate environmental risks associated with our investments.
​​
• We utilize a Phase I environmental site assessment to identify environmental conditions that may have a material impact on the property being assessed.

• We assess a property’s sustainability and marketability by reviewing characteristics including LEED certification, tenant amenities (such as bike storage and repair facilities), neighborhood walkability ratings and electric car charging stations.

• We conduct periodic property site visits which include physical inspection of
the assets that include environmental considerations.
We are, in other words, a company that is:

​​

​​

Investing in renewable energy projects and integrating environmental due diligence into our lending practices.
​​
Making affordable housing available for thousands of families.
​​
Advancing financial inclusion by helping to make home ownership possible for people who can’t get traditional bank loans.
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SHAREHOLDER ENGAGEMENT
On a regular basis throughout the year, our management team—including our Chairman of the Board—attends investor conferences and holds one-on-one meetings and calls with investors to gain a better understanding of the issues that are important to existing and potential shareholders. We also interact with our shareholders’ stewardship and proxy voting teams and our directors remain open to engagements where valuable and appropriate. Due to the COVID-19 pandemic, our shareholder engagement in 2020 was conducted virtually.
During 2020, our management team held 208 individual and group meetings with shareholders representing approximately 31% of our outstanding shares to discuss, among other topics, our business, financial and operating performance; our capital allocation priorities and our corporate governance and executive compensation. We use the information gathered in these meetings to help inform our governance and decision-making and ensure our interests remain aligned with those of our shareholders.
OUR PEOPLE
We have approximately 300 employees across offices located in Greenwich, New York, Miami Beach, Los Angeles, Charlotte and Stamford. We strive to be an employer of choice, and are therefore highly focused on creating and maintaining best in class recruitment, retention and compensation programs and a culture designed to encourage performance, integrity and well-being.
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OUR EXECUTIVE OFFICERS

Information concerning

The following chart lists the names, ages terms and positions with the Company and business experience of the executive officers of the Company is set forth below. Ages shown for all executive officers are asCompany. For additional information on Mr. Sternlicht see the section of December 31, 2018.

this Proxy Statement entitled “Our Board—Proposal 1: Election of Directors.”
​
Name
​​
Age
​​
Position(s)
​
​
Barry S. Sternlicht
​​
5860
​​
Chairman of the Board of Directors and Chief Executive Officer
​
​
Jeffrey F. DiModica, CFA
​​
5253
​​
President
​
​
Andrew J. Sossen
​​
4244
​​
Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President
​
​
Rina Paniry
​​
4547
​​
Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer
​

In addition to Mr. Sternlicht, for whom biographical information is provided in the section of this Proxy Statement entitled “Proposal 1: Election of Directors,” the following individuals serve as the Company’s executive officers.

Jeffrey F. DiModica, CFA, has been the Company’s President since September 2014. He has also served as a Managing Director of an affiliate of the Manager since July 2014. Mr. DiModica served as a director of the Company from its inception in 2009 until July 2014. From 2007 to 2014, Mr. DiModica was a Managing Director and the Head of MBS/ABS/CMBS Sales and Strategy for the Royal Bank of Scotland (“RBS”), a global financial services firm. In that role, he was responsible for the distribution of mortgage-backed securities (“MBS”), asset-backed securities (“ABS”) and CMBS to institutional clients, including banks, hedge funds, insurance companies and money managers. Before that, from 2001 to 2007, Mr. DiModica headed the Boston sales office for RBS. Prior to joining RBS, from 1993 to 2001, Mr. DiModica sold derivative and MBS products to institutional clients for Merrill Lynch in Boston. Mr. DiModica began his career in the Merchant and Investment Banking Group of the Commercial Real Estate Department at Chemical Bank from 1989 to 1991. Mr. DiModica is a member of the Young Presidents Organization and serves on the Board of Virtual Enterprises International, a non-profit focused on teaching career and entrepreneurial skills to inner city high school students. Mr. DiModica is also the founding President of MitoAction, a non-profit organization that provides education, support and advocacy for patients and families affected by mitochondrial disease. Mr. DiModica received a Bachelor of Science / Bachelor of Arts degree with a concentration in Finance from Boston University, a Master of Business Administration degree from the Amos Tuck School at Dartmouth College and a Chartered Financial Analyst designation in 1995.

Andrew J. Sossen has been the Company’s Chief Operating Officer since July 2011 and the Company’s General Counsel, Chief Compliance Officer, Secretary and Executive Vice President since January 2010. Prior to joining the Company, Mr. Sossen served from 2006 to 2009 as the General Counsel of KKR & Co.’s asset management business and of KKR Financial Holdings LLC, a publicly traded specialty finance company, where he was a member of senior management and was integrally involved in the policy and strategic decision-making, as well as the day-to-day operations, of the businesses. Mr. Sossen previously served as a trustee of Starwood Waypoint Residential Trust, a publicly traded REIT that is a predecessor company of Invitation Homes (“SWAY”). Mr. Sossen’s career began at Simpson Thacher & Bartlett LLP, where he was a member of the firm’s corporate department, specializing in capital markets and mergers and acquisitions. Mr. Sossen is also a trustee of the United States Soccer Federation. Mr. Sossen received both a Juris Doctor degree and a Bachelor of Arts degree from the University of Pennsylvania.

Rina Paniry has been the Company’s Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer since May 2014. She has also served as an employee of Starwood Capital Operations, LLC since May 2014. Previously, Ms. Paniry served from 2013 to 2014 as the Chief Financial Officer and from 2006 to 2013 as the Chief Accounting Officer of LNR Property LLC (“LNR Property”), a wholly owned subsidiary of the Company that was acquired by the Company in 2013. Prior to joining LNR Property, she spent 11 years at Deloitte & Touche in various roles, principally in the real estate industry and in the functional areas of audit and mergers and acquisitions. Ms. Paniry is a Certified Public Accountant in Florida. Ms. Paniry received a Bachelor of Accounting degree, a Bachelor of Management Information Systems degree and a Master of Accounting degree from Florida International University.

​​
​​
​


JEFFREY F. DIMODICA,
CFA

President of the Company

​​
​​
EXPERIENCE

•  President of the Company since September 2014

•  Managing Director of an affiliate of the Manager since July 2014

•  Director of the Company from its inception in 2009 until July 2014

• Managing Director and the Head of MBS/ABS/CMBS Sales and Strategy, where Mr. DiModica was responsible for the distribution of mortgage-backed securities (“MBS”), asset-backed securities (“ABS”) and CMBS to institutional clients, including banks, hedge funds, insurance companies and money managers, Royal Bank of Scotland (2007-2014); joined 2001

• Sold derivative and MBS products to institutional clients for Merrill Lynch in Boston (1993-2001)

• Chemical Bank, Merchant and Investment Banking Group of the Commercial Real Estate Department (1989-1991)

EDUCATION

•  BS/BA, with a concentration in Finance, Boston University

•  MBA, Amos Tuck School at Dartmouth College

•  Chartered Financial Analyst

OTHER

•  Member of the Young Presidents Organization

• Serves on the Board of Virtual Enterprises International, a non-profit focused on teaching career and entrepreneurial skills to inner city high school students

• Founding President of MitoAction, a non-profit organization that provides education, support and advocacy for patients and families affected by mitochondrial disease
​

21

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​​
​​
​


ANDREW J. SOSSEN

Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President of the Company

​​
​​
EXPERIENCE

• Chief Operating Officer of the Company since July 2011; General Counsel, Chief Compliance Officer, Secretary and Executive Vice President since January 2010

• General Counsel of KKR & Co.’s asset management business and of KKR Financial Holdings LLC, a publicly traded specialty finance company, where Mr. Sossen was a member of senior management and was integrally involved in the policy and strategic decision-making, as well as the day-to-day operations, of the businesses (2006-2009)

• Began career at Simpson Thacher & Bartlett LLP, where Mr. Sossen was a member of the firm’s corporate department, specializing in capital markets and mergers and acquisitions

EDUCATION

•  BA, University of Pennsylvania

•  JD, University of Pennsylvania

OTHER

• Former Trustee of Starwood Waypoint Residential Trust, a publicly traded REIT that is a predecessor company of Invitation Homes
​
​​
​​
​


RINA PANIRY

Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer of the Company

​​
​​
EXPERIENCE

• Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer of the Company since May 2014

•  Employee of Starwood Capital Operations, LLC since May 2014

• Chief Financial Officer (2013-2014) of LNR Property LLC, a wholly-owned subsidiary of the Company that was acquired by the Company in 2013; previously Chief Accounting Officer (2006-2013)

• Spent 11 years at Deloitte & Touche in various roles, principally in the real estate industry and in the functional areas of audit and mergers and acquisitions

EDUCATION

•  BAcc/BA in Management Information Systems, Florida International University

•  MAcc, Florida International University

• Certified Public Accountant in Florida
​
24  STARWOOD PROPERTY TRUST

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EMPLOYMENT PRACTICES
We believe that our competitive compensation, outstanding benefits, training opportunities and stimulating work environment help us attract and retain people with exceptional financial and real estate skills. These benefits and opportunities include:
Exceptional Employee Benefits
Medical, prescription, dental and vision insurance for all employees and their families;
401(k) plan with company match incentive;
Subsidized life and disability insurance;
Paid time off for holidays, personal days and vacation;
Gym subsidies, annual health screenings and flu shots;
Matching charitable contributions;
Education assistance programs; and
Commuter subsidy programs.
Employee Retention
and Satisfaction
​​
Diversity and Inclusion
​​
​​
​​
• Regular review and monitoring of employee turnover and reasons behind it;

• Regular review and monitoring of employee demographic data;

• Conduct regular Pulse Surveys to “take the pulse” of a large segment of employees to see how they feel about the Company, their work, our improvement progress and more; and

• Approximately 20% of employees have a tenure of 15+ years.
​​
• Our Employee Handbook includes a discrimination, harassment and retaliation prevention policy.

• Programs to support diverse talent include:

  • Mentoring initiatives;

  • Affinity groups; and

  • Targeted college recruitment programs.
​​

​​
44%
​
of employees identify as female
​

​​
49%
​
of employees identify as racially diverse.
Employee Training, Talent Management
Management and leadership training opportunities, including women in leadership training;
1-on-1 coaching;
Professional designations;
On average, 10-20% of employees participate in some form of management and leadership training programs each year; and
Approximately 25% of job openings are filled internally.
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OUR SHAREHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT


The following table sets forth the beneficial ownership of our Common Stockcommon stock as of March 4, 20191, 2021 with respect to:

each of the Company’s directors and director nominees;
each of the Company’s named executive officers; and
all of the Company’s directors, director nominees and executive officers as a group.

Except as indicated in the table below, the business address of each person listed in the table below is the address of our principal executive offices, Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830.

Directors and Named Executive Officers
Amount and Nature
Of Beneficial Ownership
Percent of
Class
Richard D. Bronson(1)(2)
 
59,548
 
*
Jeffrey F. DiModica
 
267,120
 
*
Jeffrey G. Dishner
 
309,382
 
*
Camille J. Douglas(1)
 
31,048
 
*
Solomon J. Kumin(1)
 
25,256
 
*
Rina Paniry
 
178,605
 
*
Fred S. Ridley(1)
 
5,028
 
*
Andrew J. Sossen
 
135,311
 
*
Barry S. Sternlicht(3)
 
7,736,795
 
2.8%
Strauss Zelnick(1)(4)
 
52,548
 
*
Directors and Executive Officers as a Group (10 persons)
 
8,800,641
 
3.1%
​
Directors and Named Executive Officers
​​
Amount and Nature of
Beneficial Ownership
​​
Percent of
Class (%)
​
​
Richard D. Bronson(1)(2)
​​
72,560
​​
*
​
​
Jeffrey F. DiModica
​​
967,316
​​
*
​
​
Jeffrey G. Dishner
​​
482,158
​​
*
​
​
Camille J. Douglas(1)
​​
44,060
​​
*
​
​
Solomon J. Kumin(1)
​​
38,268
​​
*
​
​
Rina Paniry
​​
265,921
​​
*
​
​
Fred S. Ridley(1)
​​
18,040
​​
*
​
​
Fred Perpall(1)
​​
8,151
​​
*
​
​
Andrew J. Sossen
​​
207,613
​​
*
​
​
Barry S. Sternlicht(3)
​​
11,174,610
​​
3.9
​
​
Strauss Zelnick(1)(4)
​​
65,560
​​
*
​
​
Directors and Executive Officers as a Group (11 persons)
​​
13,344,257
​​
4.7
​
*
Less than 1%
(1)
Includes 5,0288,151 shares of unvested restricted Common Stockcommon stock granted to each of the non-executive directors pursuant to the 2017 Equity Plan.
(2)
Includes 15,000 shares owned by Mr. Bronson’s spouse.
(3)
Includes 253,421 shares owned in a trust of which Mr. Sternlicht is the trustee.trustee and 296,342 shares issuable upon the vesting on March 31, 2021 of restricted stock units granted to the Manager.
(4)
Includes 11,800 shares owned in trusts of which Mr. Zelnick is the trustee and 2,600 shares owned by Mr. Zelnick’s spouse.
26  STARWOOD PROPERTY TRUST

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The following table sets forth certain information relating to the beneficial ownership of our Common Stockcommon stock by each person, entity or group known to the Company to be the beneficial owner of more than five percent of our Common Stockcommon stock based on a review of publicly available statements of beneficial ownership filed with the SEC on Schedules 13D and 13G through March 4, 2019.

Name and Address of Beneficial Owner
Amount and Nature Of
Beneficial Ownership
Percent of
Class
BlackRock, Inc.(1)
55 East 52nd Street
New York, New York 10055
 
16,563,134
 
 
6.0
%
The Vanguard Group(2)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
 
25,558,298
 
 
9.28
%
13G.
​
Name and Address of Beneficial Owner
​​
Amount and Nature of
Beneficial Ownership
​​
Percent of
Class (%)
​
​
The Vanguard Group(1)
100 Vanguard Boulevard Malvern,
Pennsylvania 19355
​​
23,455,132
​​
8.24%
​
​
BlackRock, Inc.(2)
55 East 52nd Street
New York, New York 10055
​​
18,537,320
​​
6.5%
​
(1)
Based on information as of December 31, 20182020 set forth in Schedule 13G/A filed with the SEC on February 6, 201910, 2021 by The Vanguard Group, which has sole voting power with respect to no shares of common stock, shared voting power with respect to 185,559 shares of common stock, sole dispositive power with respect to 23,042,068 shares of common stock and shared dispositive power with respect to 413,064 shares of common stock.
(2)
Based on information as of December 31, 2020 set forth in Schedule 13G/A filed with the SEC on February 1, 2021 by BlackRock, Inc., which has sole voting power with respect to 15,460,00217,568,668 shares of Common Stockcommon stock and sole dispositive power with respect to 16,563,13418,537,320 shares of Common Stock.common stock. BlackRock, Inc. did not report any shared voting or dispositive power with respect to shares of Common Stock.common stock.
(2)Based on information as of December 31, 2018 set forth in Schedule 13G/A filed with the SEC on February 11, 2019 by The Vanguard Group, which has sole voting power with respect to 145,494 shares of Common Stock, shared voting power with respect to 27,057 shares of Common Stock, sole dispositive power with respect to 25,428,003 shares of Common Stock and shared dispositive power with respect to 130,295 shares of Common Stock.

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Unless otherwise indicated, all shares set forth in the tables above are owned directly and the indicated person has sole voting and investment power with respect thereto. Unless otherwise indicated, the percentage of beneficial ownership is calculated based on 279,768,290285,782,701 shares of Common Stockcommon stock outstanding as of March 4, 2019.1, 2021. In accordance with SEC rules, each listed person’s beneficial ownership includes:

all shares of our Common Stockcommon stock the investor actually owns beneficially or of record;
all shares of our Common Stockcommon stock over which the investor has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and
all shares of our Common Stockcommon stock the investor has the right to acquire within 60 days.

23

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HOW OUR EXECUTIVES ARE PAID
EXECUTIVE COMPENSATION


Compensation Discussion and Analysis


None of the named executive officers of the Company is currently an employee of the Company. We are managed by the Manager, pursuant to the terms of the Management Agreement. AllAgreement, and all of our named executive officers are employees of an affiliate of the Manager. Because the Management Agreement with the Manager provides that the Manager is responsible for managing the Company’s affairs, each of the Company’s Chief Executive Officer and its other current executive officers (other than Ms. Paniry), each of whom is also an executive of Starwood Capital Group or an affiliate thereof, does not receive cash compensation from the Company for serving as one of the Company’s executive officers. Instead, the Company pays the Manager management fees and reimbursement amounts, as described in the section of this Proxy Statement entitled “Certain Relationships and Related Transactions—Management Agreement,” and, at the discretion of the Compensation Committee of the Board, of Directors, the Company may also grant equity-based awards directly to our executive officers or to the Manager, equity-based awards, as described in the section of this Proxy Statement entitled “Certain Relationships and Related Transactions—Grants of Equity Compensation to the Manager.” Mr. Sternlicht, our Chairman of the Board of Directors and Chief Executive Officer, does not receive any direct compensation from the Manager or the Company for his services as Chairman of the Board of Directors or Chief Executive Officer of the Company, and the Company does not reimburse Starwood Capital Group or any of its affiliates for compensation paid to Mr. Sternlicht. Mr. Sternlicht is, however, the controlling equityholder of the parent of the Manager and, accordingly, has an interest in the fees paid and equity awards granted to the Manager.

Shareholder Engagement
The Board believes in regular interaction with shareholders on a broad variety of topics. We use the information gathered in these meetings to help inform our decision-making and ensure our interests remain aligned with those of our shareholders. For a description of our engagement efforts in 2020, please see “Our Company—Shareholder Engagement.”
Cash Compensation

We have not paid directly, and do not intend to pay directly, any cash compensation to our named executive officers (other than Ms. Paniry). Mr. Sossen, the Company’s Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President has been seconded to the Company by an affiliate of the Manager under the terms of thea Secondment Agreement, effective as of January 1, 2014 (the “Sossen Secondment Agreement”), between such affiliate of the Manager and the Company, pursuant to which the Company reimburses such affiliate of the Manager for certain of its expenses incurred in connection with his service in these roles, including annual base salary and annual cash bonus (as well as employee benefit costs and any related employee withholding taxes). Ms. Paniry, the Company’s Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer, has similarly been seconded to the Company by an affiliate of the Manager under the terms of thea Secondment Agreement, effective as of January 1, 2014 (the “Paniry Secondment Agreement”), among such affiliate of the Manager, the Company and LNR Property, but the Company and certain of its subsidiaries directly pay the expenses incurred in connection with her service in these roles, including annual base salary and annual cash bonus (as well as employee benefit costs and any related employee withholding taxes). For additional details, see the section of this Proxy Statement entitled “Certain Relationships and Related Transactions—Management Agreement—Reimbursement of Expenses.”
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The annual base salary for 20182020 of Mr. DiModica, the Company’s President, was $450,000 and his cash bonus for 20182020 was $2,500,000.$2,250,000. Mr. Sossen’s annual base salary for 20182020 was $400,000 and his cash bonus for 20182020 was $1,425,000.$1,500,000. Ms. Paniry’s annual base salary for 20182020 was $600,000 and her cash bonus for 20182020 was $1,225,000.

$1,325,000.

Messrs. DiModica’s and Sossen’s and Ms. Paniry’s annual base salaries were recommended by the Chairman of ourthe Board of Directors and Chief Executive Officer in consultation with the Manager, with the assistance of Meridian, the Compensation Committee’s independent outside compensation consultant, based on a general understanding of compensation practices in our industry and a comparison against our peers, as well as anticipated salary requirements of other candidates who could potentially fill the positions. The Compensation Committee reviewed and approved Messrs. DiModica’s and Sossen’s and Ms. Paniry’s annual base salaries for 2018.2020. Messrs. DiModica’s and Sossen’s and Ms. Paniry’s cash bonuses for 20182020 were recommended by the Chairman of ourthe Board of Directors and Chief Executive Officer in consultation with the Manager, with the assistance of Meridian, based upon a review of compensation paid by the Compensation Peer Group (as defined below) for comparable positions as well as broader industry compensation levels (including an evaluation of industry survey data provided by Meridian), as described below under “—Independent Compensation Consultant.” The Compensation Committee reviewed and approved Messrs. DiModica’s and Sossen’s and Ms. Paniry’s cash bonuses for 2018.2020. In approving Messrs. DiModica’s and Sossen’s and Ms. Paniry’s cash

24

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bonuses, the Compensation Committee targeted amounts between the fiftieth and seventy-fifth percentile of the market data reviewed by the committee, including Compensation Peer Group and survey data.

Approximately 22% of the cash compensation paid to our named executive officers was for fixed pay (i.e., base salary) and approximately 78% was for incentive pay (i.e., cash bonus). The Compensation Committee did not apply any fixed metrics in determining the amount of the applicable cash bonuses to be paid for 2018.2020. Rather, it took into consideration a range of factors, including the performance of the price per share of the Common Stock,common stock, profitability of the Company, operations of the Company, risk management policies and practices of the Company, investment activity of the Company, management of the Company’s capital structure and completed acquisitions and dispositions.

In addition to his regular cash compensation, in 2021, Mr. DiModica received a cash dividend equivalent payment in the amount of $960,000 relating to a restricted stock award that was granted to him on January 11, 2021, but that provided for cash dividend equivalents to be paid to Mr. DiModica in an amount equal to the dividends that would have accrued on such award between January 1, 2020 and the date of grant if the award had instead been granted on January 1, 2020. Similarly, Ms. Paniry received a cash dividend equivalent payment in 2020 in the amount of $87,832, relating to a restricted stock award that was granted to her on July 30, 2018, but that provided for cash dividend equivalents to be paid to Ms. Paniry in an amount equal to the dividends that would have accrued on such award between September 18, 2017 and the date of grant if the award had instead been granted on September 18, 2017, with such payment conditioned on Ms. Paniry's employment through September 18, 2020.
Equity-Based Compensation

The Compensation Committee may from time to time pursuant to the 2017 Equity Plan, grant our named executive officers certain equity-based awards, including stock options, stock appreciation rights, restricted shares of Common Stock, restricted stock units, dividend equivalent rights and other equity-based awards. Where appropriate, these awards are designed to align the interests of our named executive officers with those of our stockholdersshareholders by allowing our named executive officers to share in the creation of value for our stockholdersshareholders through capital appreciation and dividends. These equity awards are generally subject to vesting requirements over a number of years, and are designed to promote the retention of management and to achieve strong performance for the Company. These awards provide a further benefit to us by enabling our Manager to attract, motivate and retain talented individuals to serve as our executive officers.

In 2018,2020, the Company granted 69,184, 27,205161,551, 48,645 and 32,83365,994 restricted shares of Common Stockcommon stock to Messrs. DiModica and Sossen and Ms. Paniry, respectively, which, in each case, vest annually in equal amounts over a three-year period, with the first vesting having occurred on Marchupon the first anniversary of the
2021  Proxy Statement  29

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effective date (March 15, 2019,2021), subject to such grantee’s continued service to the Company, pursuant to the 2017 Equity Plan. Additionally, the Company granted 45,746 restricted shares of Common Stock to Ms. Paniry, which are subject to a cliff vesting schedule with such vesting to occur on September 18, 2020, subject to Ms. Paniry’s continued service to the Company, pursuant to the 2017 Equity Plan. In determining each of these equity-based awards for 2018,2020, the Compensation Committee did not apply any fixed metrics. Rather, similar to its determination of the applicable cash bonuses for 2018, the Compensation Committee took into consideration a range of factors, including the performance of the Common Stock,common stock, profitability of the Company, operations of the Company, risk management policies and practices of the Company, investment activity of the Company, management of the Company’s capital structure and completed acquisitions and dispositions. Messrs. DiModica’s and Sossen’s and Ms. Paniry’s equity-based awards for 20182020 were recommended by our Chairman of the Board of Directors and Chief Executive Officer. The Compensation Committee also considered input from Meridian, its independent outside compensation consultant, as described below under “—Independent Compensation Consultant.”

Indemnification

We have also entered into an indemnification agreement with each of our named executive officers that provides for indemnification, to the fullest extent permitted by applicable law and subject to certain conditions, with respect to certain expenses and claims that such named executive officer incurs or becomes party to by reason of the fact that such named executive officer is or was an officer, director, trustee, employee or agent of the Company or any of our subsidiaries or affiliates. Pursuant to such indemnification agreements, our named executive officers may also obtain advancement of certain of such expenses. Such indemnification will be reduced to the extent that such directors are indemnified under the directors’ and officers’ liability insurance maintained by the Company. A copy of the form of such indemnification agreements is an exhibit to the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2015, as filed with the SEC.

Role of Compensation Committee

The Compensation Committee reviews and, where applicable, approves base salary and target bonus levels as well as any equity-based awards to be made to our named executive officers based on recommendations from the Company’s Chairman of the Board of Directors and Chief Executive Officer and outside compensation consultants. Information on the Compensation Committee’s processes and procedures for consideration of executive compensation is set forth in the section of this Proxy Statement entitled “Corporate Governance—“Our Board—How the Board of Directorsis Structured and Operates—Board and Committee Meetings—Compensation Committee.”

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Independent Compensation Consultant

Meridian provides executive compensation consulting services to the Compensation Committee. Among other things, Meridian:

participates in the design of the Company’s executive compensation programs;
provides and reviews market data and advises the Compensation Committee on setting executive compensation levels and the competitiveness and reasonableness of the Company’s executive compensation program;
reviews and advises the Compensation Committee regarding the elements of the Company’s executive compensation program, including as relative to the Company’s peers; and
reviews and advises the Compensation Committee regarding director compensation.
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In 2018,2020, as part of the review of Messrs. DiModica’s and Sossen’s and Ms. Paniry’s compensation, Meridian assisted the Compensation Committee with comparing previous executive compensation levels to (a) the executive compensation levels at seventeeneighteen other publicly traded diversified REITs, mortgage REITs and specialized finance companiesretail REITs that have characteristics that are similar to those of the Company (collectively, the “Compensation Peer Group”) and (b) executive compensation levels in the broader industry (based on general industry survey data provided by Meridian). The companies that comprised the Compensation Peer Group are:

Annaly Capital Management, Inc.
Apollo Commercial Real Estate Finance, Inc.
Blackstone Mortgage Trust, Inc.
Capstead Mortgage Corporation
Chimera Investment Corporation
Colony Capital, Inc.
Gramercy Property Trust
iStar Inc.
KKR Real Estate Finance Trust Inc.
Ladder Capital Corp
MFA Financial, Inc.
Realty Income Corporation
Redwood Trust, Inc.
Spirit Realty Capital, Inc.
TPG RE Finance Trust, Inc.
VEREIT, Inc.
W. P. Carey Inc.

​
Diversified REITs
​​
Mortgage REITs
​​
Retail REITs
​
​
Colony Capital, Inc.
​​
AGNC Investment Corp.
​​
Realty Income Corporation
​
​
iStar Inc.
​​
Annaly Capital Management, Inc.
​​
Spirit Realty Capital, Inc.
​
​
VEREIT, Inc.
​​
Apollo Commercial Real Estate Finance, Inc.
​​
​
​
W. P. Carey Inc.
​​
Blackstone Mortgage Trust, Inc.
​​
​
​
​​
Captstead Mortgage Corporation
​​
​
​
​​
Chimera Investment Corporation
​​
​
​
​​
KKR Real Estate Finance Trust Inc.
​​
​
​
​​
Ladder Capital Corp.
​​
​
​
​​
MFA Financial, Inc.
​​
​
​
​​
New York Mortgage Trust, Inc.
​​
​
​
​​
Redwood Trust, Inc.
​​
​
​
​​
TPG RE Finance Trust, Inc.
​​
​
​
Meridian does not, and did not in the calendar year ended December 31, 2018,2020, provide any other services to the Company or the Manager.

Role of Chief Executive Officer

As noted above, the Compensation Committee is responsible for reviewing and, where applicable, approving compensation for our named executive officers. Our Chairman of the Board of Directors and Chief Executive Officer, Mr. Sternlicht, annually reviews the performance of each member of senior management (other than his own performance). Recommendations based on these reviews, including salary adjustments, annual bonuses and equity-based awards, if any, are presented by Mr. Sternlicht to the Compensation Committee. All compensation decisions for 20182020 made by the Compensation Committee with respect to the named executive officers (other than Mr. Sternlicht) were made after deliberation with Mr. Sternlicht. As noted elsewhere in this Proxy Statement, Mr. Sternlicht does not receive any direct compensation for his services as Chairman of the Board of Directors and Chief Executive Officer of the Company, and the Company does not reimburse Starwood Capital Group or any of its affiliates for compensation paid to Mr. Sternlicht. Mr. Sternlicht is, however, the controlling equityholder of the parent of the Manager and accordingly has an interest in the fees paid and equity awards granted to the Manager.

In addition, at various times during the year at the request of the Compensation Committee, Mr. Sternlicht attends Compensation Committee meetings, or portions of Compensation Committee meetings, to provide the

26

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Compensation Committee with information regarding the Company’s operational performance, financial performance or other topics requested by the Compensation Committee to assist the Compensation Committee in making its compensation decisions.

Role of Manager

As noted elsewhere in this Proxy Statement, the Company does not pay any cash compensation to our named executive officers (other than Ms. Paniry). Rather, cash compensation is paid to such named executive officers, other than Mr. Sternlicht, by the Manager or its affiliates. Mr. Sternlicht receives no cash compensation for his
2021  Proxy Statement  31

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service as our Chairman of the Board of Directors and Chief Executive Officer, although, as the controlling equityholder of the parent of the Manager, he has an interest in the fees paid and equity awards granted to the Manager. The Company reimburses an affiliate of the Manager for Mr. Sossen’s cash compensation. No reimbursement is made for Mr. DiModica’s cash compensation.compensation (other than for dividend equivalents relating to equity-based compensation awards that are paid by the Manager or one of its affiliates). In addition, from time to time (but not in 2018)2020), equity awards have been granted to Mr. DiModica by the Manager or its affiliates. No portion of the management fee is allocated to compensation paid by the Manager or its affiliates to our named executive officers.

The Manager provides the day-to-day management of the Company’s operations. This arrangement enables the Company to have access to the Manager’s approximatelyover 4,000 employees around the globe to provide transaction flow and insight into economic and local market trends. In addition, this arrangement gives the Company access to the Manager’s seasoned executive team, which has an average of 3230 years of industry experience. We believe that this arrangement has contributed significantly to our success. The management fee compensates the Manager for these services that it provides to the Company.

Compensation Committee Report


The Compensation Committee has reviewed and discussed the CD&A (as defined below) included in this Proxy Statement with management. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement.

Respectfully submitted by the Compensation Committee of the Board of Directors.

Board.

Richard D. Bronson (Chairperson)(Chair)
Solomon J. Kumin
Strauss Zelnick

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following disclosure about the relationship of the median of the annual total compensation of our employees to the annual total compensation of Mr. Sternlicht, our Chief Executive Officer.

As noted elsewhere in this Proxy Statement, Mr. Sternlicht does not receive any direct compensation from the Company or the Manager for his services as Chairman of the Board of Directors and Chief Executive Officer of the Company, and the Company does not reimburse Starwood Capital Group or any of its affiliates for compensation paid to Mr. Sternlicht.

Because the Company does not pay, or provide reimbursement for, any direct compensation to Mr. Sternlicht, the Company is not able to calculate and provide a ratio of the median employee’s annual total compensation to the total annual compensation of Mr. Sternlicht.

27

32  STARWOOD PROPERTY TRUST

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Summary Compensation Table


The following table provides information regarding compensation earned by each of the Company’s named executive officers for the calendar year ended December 31, 2018,2020, as well as for the calendar years ended December 31, 20172019 and 2016.2018. As described in the CD&A included in this Proxy Statement, none of the named executive officers of the Company are employees of the Company and the Company did not directly pay any cash compensation to the named executive officers (other than Ms. Paniry) for or in such calendar years. The cash amounts shown for Mr. Sossen include the amounts of his compensation paid by an affiliate of the Manager for which the Company reimbursed such affiliate of the Manager for his services for the year in question. The Company does not pay or make any reimbursement with respect to Mr. DiModica’s compensation.

Name and Principal Position
Calendar
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
Barry S. Sternlicht
Chairman and
Chief Executive Officer(2)
 
2018
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
2017
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
2016
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
Jeffrey F. DiModica
President
 
2018
 
$
450,000
 
$
2,500,000
 
$
1,449,405
 
 
—
 
 
—
 
$
4,399,405
 
 
2017
 
$
425,000
 
$
2,350,000
 
$
1,257,868
 
 
—
 
 
—
 
$
4,032,868
 
 
2016
 
$
400,000
 
$
2,200,000
 
 
—
 
 
—
 
 
—
 
$
2,600,000
 
Andrew J. Sossen
Chief Operating Officer,
General Counsel, Chief
Compliance Officer,
Secretary and Executive
Vice President
 
2018
 
$
400,000
 
$
1,425,000
 
$
573,209
 
 
—
 
 
—
 
$
2,398,209
 
 
2017
 
$
370,000
 
$
1,400,000
 
$
616,987
 
 
—
 
 
—
 
$
2,386,987
 
 
2016
 
$
350,000
 
$
1,300,000
 
 
—
 
 
—
 
 
—
 
$
1,650,000
 
Rina Paniry
Chief Financial Officer,
Treasurer, Principal
Financial Officer and Chief
Accounting Officer
 
2018
 
$
600,000
 
$
1,225,000
 
$
1,734,822
 
 
—
 
 
—
 
$
3,559,822
 
 
2017
 
$
600,000
 
$
1,100,000
 
$
654,100
 
 
—
 
 
—
 
$
2,354,100
 
 
2016
 
$
600,000
 
$
850,000
 
$
635,343
 
 
—
 
 
—
 
$
2,085,343
 
compensation (other than for dividend equivalents paid by the Manager or one of its affiliates on equity-based compensation awards).
​
Name and Principal Position
​​
Calendar
Year
​​
Salary ($)
​​
Bonus ($)
​​
Stock
Awards
($)(1)
​​
Non-Equity
Incentive Plan
Compensation
($)
​​
All Other
Compensation
($)(3)
​​
Total ($)
​
​
Barry S. Sternlicht
Chairman and Chief
Executive Officer(2)
​​
2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Jeffrey F. DiModica
President
​​
2020
​​
450,000
​​
​2,250,000
​​
2,085,623
​​
—
​​
960,000
​​
​5,745,623
​
​
2019
​​
450,000
​​
2,550,000
​​
1,554,809
​​
—
​​
—
​​
4,554,809
​
​
2018
​​
450,000
​​
2,500,000
​​
1,449,405
​​
—
​​
—
​​
4,399,405
​
​
Andrew J. Sossen
Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President
​​
2020
​​
400,000
​​
​1,500,000
​​
501,128
​​
—
​​
—
​​
​2,401,128
​
​
2019
​​
400,000
​​
1,500,000
​​
579,990
​​
—
​​
—
​​
2,479,990
​
​
2018
​​
400,000
​​
1,425,000
​​
573,209
​​
—
​​
—
​​
2,398,209
​
​
Rina Paniry
Chief Financial Officer, Treasurer, Principal Financial Officer and
Chief Accounting Officer
​​
2020
​​
600,000
​​
​1,325,000
​​
682,378
​​
—
​​
87,832
​​
​2,695,210
​
​
2019
​​
600,000
​​
1,300,000
​​
774,991
​​
—
​​
—
​​
2,674,991
​
​
2018
​​
600,000
​​
1,225,000
​​
1,734,822
​​
—
​​
—
​​
3,559,822
​
(1)
Represents the aggregate grant date fair value of awards of restricted shares of Common Stockcommon stock calculated under the Financial Accounting Standard Board’s Accounting Codification Topic 718. Each grant date fair value is calculated using the closing price of our Common Stockcommon stock on the date of grant as reported by the NYSE. With respect to 2018,2020, on March 29, 2018,27, 2020, Mr. DiModica received an award of 69,184161,551 restricted shares of Common Stock.common stock. The amount reported in this column is based on a closing price of $20.95$12.91 per share of Common Stockcommon stock on the date of grant as reported by the NYSE. On April 4, 2018,March 20, 2020, Mr. Sossen received an award of 27,20548,465 restricted shares of Common Stock.common stock. The amount reported in this column is based on a closing price of $21.07$10.34 per share of Common Stockcommon stock on the date of grant as reported by the NYSE. On March 27, 2018,20, 2020, Ms. Paniry received an award of 32,83365,994 restricted shares of Common Stock,common stock, and the amount reported in this column with respect to such award is based on a closing price of $21.21$10.34 per share of Common Stock on the date of grant as reported by the NYSE. On July 30, 2018, Ms. Paniry received an award of 45,746 restricted shares of Common Stock, and the amount reported in this column with respect to such award is based on a closing price of $22.70 per share of Common Stockcommon stock on the date of grant as reported by the NYSE.
(2)
Mr. Sternlicht does not receive any direct compensation from the Manager or the Company for his services as the Chairman of the Board of Directors and Chief Executive Officer of the Company, and the Company does not reimburse Starwood Capital Group or any of its affiliates for compensation paid to Mr. Sternlicht. Mr. Sternlicht is, however, the controlling equityholder of the parent of the Manager and accordingly has an interest in the fees paid and equity awards granted to the Manager.
(3)
Mr. DiModica received a cash dividend equivalent payment in 2021 in the amount of $960,000 relating to a restricted stock award that was granted to him on January 11, 2021, but that provided for cash dividend equivalents to be paid to Mr. DiModica in an amount equal to the dividends that would have accrued on such award between January 1, 2020 and the date of grant if the award had instead been granted on January 1, 2020. Ms. Paniry received a cash dividend equivalent payment in 2020 in the amount of $87,832, relating to a restricted stock award that was granted to her on July 30, 2018, but that provided for cash dividend equivalents to be paid to Ms. Paniry in an amount equal to the dividends that would have accrued on such award between September 18, 2017 and the date of grant if the award had instead been granted on September 18, 2017, with such payment conditioned on Ms. Paniry's employment through September 18, 2020.
2021  Proxy Statement  33

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Grants of Plan-Based Awards During Calendar Year Ended December 31, 2018

2020

The following table provides information regarding plan-based awards granted to the Company’s named executive officers during the calendar year ended December 31, 2018.

Name
Grant Date
All Other
Stock Awards:
Number of Shares
of Stock or Units (#)
Grant Date
Fair Value
of Stock or
Unit Awards ($)
Barry S. Sternlicht
N/A
 
—
 
 
—
 
Jeffrey F. DiModica
Restricted Stock Award
March 29, 2018
 
69,184
(1)
$
1,449,405
 
Andrew J. Sossen
Restricted Stock Award
April 4, 2018
 
27,205
(1)
$
573,209
 
Rina Paniry
Restricted Stock Award
March 27, 2018
 
32,833
(1)
$
696,388
 
Restricted Stock Award
July 30, 2018
 
45,746
(2)
$
1,038,434
 
2020.
​
Name
​​
Grant Date
​​
All Other Stock
Awards: Number of
Shares of Stock or Units
(#)
​​
Grant Date Fair Value
of Stock or Unit
Awards ($)
​
​
Barry S. Sternlicht
​​
N/A
​​
—
​​
—
​
​
Jeffrey F. DiModica
Restricted Stock Award
​​
March 27, 2020
​​
161,551(1)
​​
2,085,623
​
​
Andrew J. Sossen
Restricted Stock Award
​​
March 20, 2020
​​
48,465(1)
​​
501,128
​
​
Rina Paniry
Restricted Stock Award
​​
March 20, 2020
​​
65,994(1)
​​
682,378
​
(1)
The restricted shares received pursuant to this award vest in annual installments over a three-year period with the first vesting having occurred on March 15, 2019.2021.
(2)The restricted shares received pursuant to the award are subject to a cliff vesting schedule with such vesting to occur on September 18, 2020.
34  STARWOOD PROPERTY TRUST

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Outstanding Equity Awards atAt December 31, 2018

2020

The following table provides information regarding outstanding equity awards of the Company’s named executive officers as of December 31, 2018.

 
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
($)(9)
Barry S. Sternlicht
 
—
 
 
—
 
Jeffrey F. DiModica
 
 
 
 
 
 
Restricted Stock Award
 
37,471
(1)
$
738,553
 
Restricted Stock Award
 
69,184
(2)
$
1,363,617
 
Andrew J. Sossen
 
 
 
 
 
 
Restricted Stock Award
 
17,986
(3)
$
354,504
 
Restricted Stock Award
 
27,205
(4)
$
536,211
 
Rina Paniry
 
 
 
 
 
 
Restricted Stock Award
 
11,010
(5)
$
217,007
 
Restricted Stock Award
 
19,485
(6)
$
384,049
 
Restricted Stock Award
 
32,833
(7)
$
647,138
 
Restricted Stock Award
 
45,746
(8)
$
901,654
 
2020.
Stock Awards
​(1)
Name
Reflects a restricted stock award granted to Mr.​​
Number of Shares or Units of Stock
That Have Not Vested (#)
​​
Market Value of Shares or Units of Stock
That Have Not Vested ($)(10)
​
​
Barry S. Sternlicht
​​
—
​​
—
​
​
Jeffrey F. DiModica which vests in annual installments over a three-year period that began on March 15, 2017. The number of restricted shares that had not vested as of December 31, 2018 and the vesting dates for such restricted shares are as follows: 18,734 on March 15, 2019 and 18,737 on March 15, 2020.
​​
​​
​
​
Restricted Stock Award
​​
23,062(1)
​​
445,097
​
​
Restricted Stock Award
​​
45,764(2)
​​
883,245
​
​
Restricted Stock Award
​​
161,551(3)
​​
3,117,934
​
​
Andrew J. Sossen
​​
​​
​
​
Restricted Stock Award
​​
9,069(4)
​​
175,032
​
​
Restricted Stock Award
​​
17,124(5)
​​
330,493
​
​
Restricted Stock Award
​​
48,465(6)
​​
935,375
​
​
Rina Paniry
​​
​​
​
​
Restricted Stock Award
​​
10,945(7)
​​
211,239
​
​
Restricted Stock Award
​​
22,882(8)
​​
441,623
​
​
Restricted Stock Award
​​
65,994(9)
​​
1,273,684
​
(2)(1)
Reflects a restricted stock award granted to Mr. DiModica, which vests in annual installments over a three-year period that began on March 29, 2018. The remaining 23,062 unvested restricted shares as of December 31, 2020 vested on March 15, 2021.
(2)
Reflects a restricted stock award granted to Mr. DiModica, which vests in annual installments over a three-year period that began on May 28, 2019. The number of restricted shares that had not vested as of December 31, 20182020 and the vesting dates for such restricted shares are as follows: 23,06122,881 on March 15, 2019, 23,0612021 and 22,883 on March 15, 2020 and 23,062 on March 15, 2021.2022.
(3)
Reflects a restricted stock award granted to Mr. SossenDiModica, which vests in annual installments over a three-year period that began on March 27, 2017.2020. The number of restricted shares that had not vested as of December 31, 20182020 and the vesting dates for such restricted shares are as follows: 8,99253,850 on March 15, 2019 and 8,9942021, 53,850 on March 15, 2020.2022 and 53,851 on March 15, 2023.
(4)
Reflects a restricted stock award granted to Mr. Sossen, which vests in annual installments over a three-year period that began on April 4, 2018. The number ofremaining 9,069 unvested restricted shares that had not vested as of December 31, 2018 and the vesting dates for such restricted shares are as follows: 9,068 on March 15, 2019, 9,068 on March 15, 2020 and 9,069vested on March 15, 2021.
(5)
Reflects a restricted stock award granted to Ms. Paniry which vests in annual installments over a three-year period that began on March 21, 2016. The remaining 11,010 unvested restricted shares as of December 31, 2018 vested on March 15, 2019.
(6)Reflects a restricted stock award granted to Ms. PaniryMr. Sossen which vests in annual installments over a three-year period that began on March 15, 2017.2019. The number of restricted shares that had not vested as of December 31, 20182020 and the vesting dates for such restricted shares are as follows: 9,7428,562 on March 15, 20192021 and 9,7438,562 on March 15, 2020.2022.
(6)
Reflects a restricted stock award granted to Mr. Sossen which vests in annual installments over a three-year period that began on March 20, 2020. The number of restricted shares that had not vested as of December 31, 2020 and the vesting dates for such restricted shares are as follows: 16,155 on March 15, 2021, 16,155 on March 15, 2022 and 16,155 on March 15, 2023.
(7)
Reflects a restricted stock award granted to Ms. Paniry which vests in annual installments over a three-year period that began on March 27, 2018. The remaining 10,945 unvested restricted shares as of December 31, 2020 vested on March 15, 2021.
(8)
Reflects a restricted stock award granted to Ms. Paniry which vests in annual installments over a three-year period that began on March 15, 2019. The number of restricted shares that had not vested as of December 31, 20182020 and the vesting dates for such restricted shares are as follows: 10,94411,440 on March 15, 2019, 10,9442021 and 11,442 on March 15, 2020 and 10,945 on March 15, 2021.2022.
(8)(9)
Reflects a restricted stock award granted to Ms. Paniry which is subject tovests in annual installments over a cliff vesting schedule.three-year period that began on March 20, 2020. The 45,746 unvestednumber of restricted shares that had not vested as of December 31, 2018 will vest2020 and the vesting dates for such restricted shares are as follows: 21,998 on September 18, 2020.March 15, 2021, 21,998 on March 15, 2022 and 21,998 on March 15, 2023.
(9)(10)
The amount reported in this column is based on a closing price of $19.71$19.30 per share of Common Stockcommon stock on December 31, 2018.2020.

29

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Stock Vested in Calendar Year Ended December 31, 2018

2020

The following table provides information for each named executive officer with respect to the vesting of stock awards during the calendar year ended December 31, 20182020 and the value realized upon such vesting.

 
Stock Awards
Name
Number of
Shares Acquired
on Vesting
(#)(1)
Value
Realized on
Vesting
($)(2)
Barry S. Sternlicht
 
—
 
 
—
 
Jeffrey F. DiModica
 
52,804
 
$
1,111,864
 
Andrew J. Sossen
 
8,992
 
$
191,080
 
Rina Paniry
 
21,451
 
$
455,939
 
​
Name
​​
Number of Shares
Acquired on Vesting (#)(1)
​​
Value Realized
on Vesting ($)(2)
​
​
Barry S. Sternlicht
​​
—
​​
—
​
​
Jeffrey F. DiModica
​​
64,679
​​
1,161,635
​
​
Andrew J. Sossen
​​
26,624
​​
478,167
​
​
Rina Paniry
​​
77,873
​​
1,313,054
​
(1)
Represents the vesting of restricted stock awards under the 2017 Equity Plan or its predecessor plan.
(2)
Value realized on vesting of restricted stock awards is the aggregate fair market value on the date(s) of vesting. Fair market value is based on the closing price of the Company’s Common Stockcommon stock as reported by the NYSE.

Potential Post-Employment Payments and Payments upon Change in Control


The Company does not have employment or severance agreements with any of its named executive officers and is not obligated to make any payments to any of its named executive officers upon termination of employment or change in control of the Company. In the event that any named executive officer’s service to the Company is terminated either by the Company for Cause or by such named executive officer for any reason, any and all unvested awards of restricted shares of Common Stockcommon stock and restricted stock units that the Company has granted to such named executive officer under the 2017 Equity Plan or its predecessor plan will be immediately forfeited by the named executive officer.

However, any and all unvested awards of restricted shares of Common Stockcommon stock and restricted stock units that the Company has granted to a named executive officer under the 2017 Equity Plan or its predecessor plan will vest immediately upon (a) the termination of such named executive officer’s service to the Company by the Company without Cause, (b) in the case of Ms. Paniry, the termination of such named executive officer’s service to the Company due to death or (b)disability or (c) a Change in Control prior to the termination of such named executive officer’s service to the Company. Assuming, for the sake of analysis, that a termination of service without Cause or a Change in Control took place on the last business day of the calendar year ended December 31, 2018,2020, the value of the vested awards of restricted shares of Common Stockcommon stock and restricted stock units of each named executive officer would be the same as the respective value set forth in the third column, “Market Value of Shares or Units of Stock That Have Not Vested,” of the table presented in the section of this Proxy Statement entitled “—Outstanding Equity Awards at December 31, 2018.2020.” Under both the 2017 Equity Plan and its predecessor plan: (i) “Cause” generally means (A) any actions or omissions by the named executive officer representing a fraud or willful misconduct against the Company or an affiliate of the Company, (B) any commission by the named executive officer of any felony, (C) any violation by the named executive officer of any material written policy of the Company, (D) any failure by the named executive officer to perform or satisfy any of his or her duties or obligations to the Company or any affiliate of the Company or any grossly negligent or reckless disregard of any such duties or obligations or (E) any failure by the named executive officer to devote his or her full working-time and attention (other than due to physical or mental incapacity or customary and reasonable time off for vacations and holidays) to the performance of his or her duties to the Company and any affiliates of the Company, provided, however, that upon written notice from the Company of any matter in the foregoing clauses (D) or (E), the named executive officer will be given 15 days from the delivery of such notice to cure such matter to the satisfaction of the Company; and (ii) “Change in Control” generally means a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, provided, however, that a transaction or series of
36  STARWOOD PROPERTY TRUST

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transactions effected with the Manager and/or any affiliates of the Manager through the acquisition of Common Stockcommon stock or other securities of the Company (regardless of the form of such transaction or series of transactions) or changes to the membership of the Board of Directors will not constitute a Change in Control.

We have not included tables for pension benefits or nonqualified deferred compensation because, due to the limited nature of our compensation program, we have nothing to report with respect to these items.

30

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Equity Compensation Plan Information


The following table provides information regarding the number of shares of our Common Stockcommon stock that may be issued under the Company’s equity compensation plans as of December 31, 2018.

 
(a)
(b)
(c)
Plan Category
Number of Securities
to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
Equity compensation plans approved by security holders
 
997,920
 
 
N/A
 
 
9,193,843
 
Equity compensation plans not approved by security holders
 
—
 
 
—
 
 
—
 
Total
 
997,920
 
 
N/A
 
 
9,193,843
 
2020.

31

​
​​
(a)
​​
(b)
​​
(c)
​
​
Plan Category
​​
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
​​
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
​​
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
​
​
Equity compensation plans approved by security holders
​​
2,286,896
​​
N/A
​​
4,709,531
​
​
Equity compensation plans not approved by security holders
​​
—
​​
—
​​
—
​
​
Total
​​
2,286,896
​​
N/A
​​
4,709,531
​
2021  Proxy Statement  37

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons beneficially owning more than ten percent of a registered class of the Company’s equity securities to file reports of beneficial ownership and changes in such ownership on Forms 3, 4 and 5 with the SEC and the NYSE. These persons are also required to furnish the Company with copies of all Forms 3, 4 and 5 that they file. Based solely on the Company’s review of the copies of such Forms it has received, the Company believes that all of its executive officers, directors and greater than ten percent beneficial owners complied with all filing requirements applicable to them during the calendar year ended December 31, 2018, other than the filing of a Form 4 for Mr. Sternlicht reporting one transaction, which was inadvertently filed late on August 27, 2018 on behalf of Mr. Sternlicht.

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PROPOSAL 2:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are providing stockholdersshareholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. The advisory vote on executive compensation described in this proposal is commonly referred to as a “say-on-pay vote.” In accordance with the preference expressed by our stockholders,shareholders, we hold this advisory vote to approve the compensation of our named executive officers on an annual basis.

As described in the CD&A included in this Proxy Statement, none of the named executive officers of the Company are employees of the Company and the Company has not directly paid, and does not intend to directly pay, any cash compensation to the named executive officers (other than Ms. Paniry). However, we are charged by an affiliate of the Manager for certain of its expenses incurred in employing certain of our named executive officers. Additionally, from time to time we may grant to our named executive officers equity-based awards pursuant to the 2017 Equity Plan, which we believe serve to align the interests of our named executive officers with the interests of our stockholdersshareholders in receiving attractive risk-adjusted dividends and growth.

This proposal gives our stockholdersshareholders the opportunity to express their views on the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. For the reasons discussed above, we are asking our stockholdersshareholders to indicate their support for our named executive officer compensation by voting FOR the following resolution at the Annual Meeting:

“RESOLVED, that Starwood Property Trust, Inc.’s stockholdersshareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosures.”

The say-on-pay vote is an advisory vote and, therefore, it will not bind the Company or our Board of Directors.the Board. However, the Board of Directors and the Compensation Committee will consider the voting results as appropriate when making decisions regarding executive compensation.

Recommendation of the Board of Directors


The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

 

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OUR AUDITORS
PROPOSAL 3:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposed Independent Registered Public Accounting Firm


Deloitte & Touche LLP, independent certified public accountants, served as the independent registered public accounting firm of the Company and its subsidiaries for the calendar year ended December 31, 2018.2020. The Audit Committee has appointed Deloitte & Touche LLP to be the Company’s independent registered public accounting firm for the calendar year ending December 31, 20192021 and has further directed that the appointment of the independent registered public accounting firm be submitted for ratification by the stockholdersshareholders at the Annual Meeting.

Although there is no requirement that Deloitte & Touche LLP’s appointment be terminated if the ratification fails, the Audit Committee will consider, as appropriate, the appointment of other independent registered public accounting firms if the stockholdersshareholders choose not to ratify the appointment of Deloitte & Touche LLP. The Audit Committee may terminate the appointment of Deloitte & Touche LLP as our independent registered public accounting firm without the approval of the stockholdersshareholders whenever the Audit Committee deems such termination appropriate.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. The representatives of Deloitte & Touche LLP will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from stockholders.

shareholders.

Recommendation of the Board of Directors and its Audit Committee


The Board of Directors and its Audit Committee recommend a vote FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the calendar year ending December 31, 2019.

2021.
 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On February 20, 2019, the

The Audit Committee has appointed Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2019, subject to stockholder ratification.2021. The Audit Committee considered the non-audit services provided by Deloitte & Touche LLP and determined that the provision of such services was compatible with maintaining Deloitte & Touche LLP’s independence.

The following table presents fees for professional audit services rendered by Deloitte & Touche LLP with respect to the Company’s annual financial statements for the calendar years ended December 31, 20182020 and 20172019 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.

 
2018
2017
Audit Fees(1)
$
2,648,560
 
$
2,665,595
 
Audit Related Fees(2)
$
5,390
 
$
5,390
 
Tax Fees(3)
$
88,452
 
$
47,200
 
All Other Fees(4)
$
11,600
 
$
—
 
Total Fees
$
2,754,002
 
$
2,718,185
 
​
​​
2020 ($)
​​
2019 ($)
​
​
Audit Fees(1)
​​
2,445,000
​​
2,505,500
​
​
Audit Related Fees(2)
​​
3,790
​​
3,790
​
​
Tax Fees(3)
​​
48,850
​​
47,750
​
​
All Other Fees(4)
​​
10,000
​​
—
​
​
Total Fees
​​
2,507,640
​​
2,557,040
​
(1)
Audit Fees primarily represent, for the calendar years ended December 31, 20182020 and 2017,2019, fees for the audits and quarterly reviews of the consolidated financial statements filed with the SEC in annual reports on Form 10-K and quarterly reports on Form 10-Q, as well as work generally only the independent registered public accounting firm can be reasonably expected to provide, such as statutory audits and issuances of consent and comfort letters included in documents filed with the SEC.
(2)
Audit Related Fees primarily represent, for the calendar years ended December 31, 20182020 and 2017,2019, fees for the Company’s subscription to Deloitte & Touche LLP’s online accounting and reporting technical library.
(3)
Tax Fees primarily represent, for the calendar years ended December 31, 20182020 and 2017,2019, fees for professional services for tax compliance, tax advice and tax planning.
(4)
All Other Fees primarily represent, for the calendar years ended December 31, 20182020 and 2017,2019, fees in connection with due diligence, agreed upon procedures and transactions completed or contemplated during those years.

Pre-Approval Policies for Services of Independent Registered Public Accounting Firm


In accordance with Audit Committee policy and requirements of law, the Audit Committee pre-approves all services to be provided by the independent registered public accounting firm, including all audit services, audit-related services, tax services and other services. In some cases, the full Audit Committee provides pre-approval of certain services for up to a year, such as those related to a particular defined task or scope of work, subject to a specific budget. The Audit Committee has authorized its ChairpersonChair to pre-approve additional services and, if the ChairpersonChair of the Audit Committee pre-approves a service pursuant to this authority, he or she reviews the matter with the full Audit Committee at its next regularly scheduled meeting. To avoid potential conflicts of interest, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. The Company obtains these services from other firms as needed.

For the calendar years ended December 31, 20182020 and 2017,2019, all services provided by Deloitte & Touche LLP were pre-approved by the Audit Committee pursuant to such policies.

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Report of the Audit Committee
The Board has appointed an Audit Committee consisting of four directors. All of the members of the Audit Committee are “independent” as defined in the NYSE listing standards.
The Audit Committee’s job is one of oversight, as set forth in its charter. It is not the duty of the Audit Committee to prepare the Company’s financial statements, to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). The independent registered public accounting firm engaged by the Company is responsible for auditing the financial statements and expressing an opinion as to whether those audited financial statements fairly present the financial position, results of operations and cash flows of the Company in conformity with GAAP.
The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and with Deloitte & Touche LLP, the Company’s independent registered public accounting firm for the calendar year ended December 31, 2020. The Audit Committee has also discussed with Deloitte & Touche LLP the other matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Audit Committee has received from Deloitte & Touche LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, has discussed Deloitte & Touche LLP’s independence with Deloitte & Touche LLP and has considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2020 for filing with the SEC.
Respectfully submitted by the Audit Committee of the Board.
Strauss Zelnick (Chair)
Richard D. Bronson
Camille J. Douglas
Fred Perpall
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Management Agreement


The Company is party to the Management Agreement with the Manager, pursuant to which the Manager provides the day-to-day management of the Company’s operations. The Management Agreement requires the Manager to manage the Company’s business affairs in conformity with the policies and the investment guidelines that are approved and monitored by the Company’s Board of Directors.Board. The Management Agreement had an initial three-year term and is now renewed for one-year terms unless terminated by either the Company (upon payment of a termination fee if terminated without cause per the terms of the Management Agreement) or the Manager.

As previously disclosed, our Board of Directors approved and the Company entered into an amendment to the Management Agreement in February 2018 to, among other things, adjust the calculation of components of the base management fee and incentive fee to treat equity securities of subsidiaries issued in exchange for properties or interests therein as issued common stock, effective as of December 28, 2017 (the “Management Agreement Amendment”). The terms of the Management Agreement, Amendmentas amended, are reflected in the below descriptions of the base management fee and incentive fee calculations.

Base Management Fee

The Company pays the Manager a base management fee in an amount equal to 1.5% of the Company’s stockholders’shareholders’ equity, per annum, calculated and payable quarterly in arrears in cash. For purposes of calculating the base management fee, the Company’s stockholders’shareholders’ equity means: (a) the sum of (i) the net proceeds from all issuances of the Company’s equity securities since inception and equity securities of subsidiaries issued in exchange for properties (allocated on a pro rata basis for such issuances during the fiscal quarter of any such issuance), plus (ii) the Company’s retained earnings and income to non-controlling interests with respect to equity securities of subsidiaries of the Company issued in exchange for properties at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less (b) any amount that the Company has paid to repurchase its Common Stockcommon stock since inception. It also excludes (1) any unrealized gains and losses and other non-cash items that have impacted stockholders’shareholders’ equity as reported in the Company’s financial statements prepared in accordance with GAAP, and (2) one-time events pursuant to changes in GAAP, and certain non-cash items not otherwise described above, in each case after discussions between the Manager and the Company’s Independent Directors and approval by a majority of the Company’s Independent Directors. As a result, the Company’s stockholders’shareholders’ equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’shareholders’ equity shown on the Company’s financial statements. The Manager uses the proceeds from its management fee, in part, to pay compensation to its officers and personnel who, notwithstanding that certain of them also are the Company’s officers, receive no cash compensation directly from the Company. The management fee is payable independent of the performance of the Company’s portfolio.

The management fee of the Manager is calculated within 30 days after the end of each quarter and such calculation is promptly delivered to the Company. The Company is obligated to pay the management fee in cash within five business days after delivery to the Company of the written statement of the Manager setting forth the computation of the management fee for such quarter.

Incentive Fee

The Company pays the Manager an incentive fee with respect to each calendar quarter (or any part thereof that the Management Agreement is in effect) in arrears. The Manager is entitled to be paid the incentive fee with respect to each calendar quarter if (a) the Company’s Core Earnings (as defined below) for the previous twelve-month period exceeds an 8% threshold and (b) the Company’s Core Earnings for the twelve most recently completed calendar quarters is greater than zero. The incentive fee is an amount, not less than zero, equal to the difference between (a) the product of (i) 20% and (ii) the difference between
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(1) the Company’s Core Earnings (as defined below) for the previous twelve-month period, and (2) the product of (A) the weighted average of the issue price per share of Common Stockcommon stock of all of the Company’s public offerings of Common Stockcommon stock and including issue price per equity security of subsidiaries of the Company issued in exchange for properties multiplied by the weighted-average number of all shares of Common Stockcommon stock outstanding (including any restricted stock units, any

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restricted shares of Common Stockcommon stock and any other shares of Common Stockcommon stock underlying awards granted under the Company’s equity incentive plans) and equity securities of subsidiaries issued in exchange for properties or interests therein in the previous twelve-month period, and (B) 8% and (b) the sum of any incentive fee paid to the Manager with respect to the first three calendar quarters of such previous twelve-month period; provided, however, that, as provided in an amendment to the Management Agreement entered into on December 4, 2014 to account for the Company’s spin-off of SWAY (a predecessor company of Invitation Homes), which contained the Company’s single family residential business, (the “SWAY Spin-Off”), for purposes of clause (a)(i)(2)(A) above, on and after January 31, 2014, the computation of the weighted-average issue price per share of Common Stockcommon stock is decreased to give effect to the book value per share on January 31, 2014 of the assets of SWAY, and the computation of the average number of shares of Common Stockcommon stock outstanding is decreased by the weighted-average number of shares of SWAY distributed in the SWAY Spin-Off on January 31, 2014. One half of each quarterly installment of the incentive fee is payable in shares of the Company’s Common Stockcommon stock so long as the ownership of such additional number of shares by the Manager would not violate the 9.8% stock ownership limit set forth in the Company’s charter, after giving effect to any waiver from such limit that ourthe Board of Directors may grant in the future. The remainder of the incentive fee is payable in cash. The number of shares to be issued to the Manager is equal to the dollar amount of the portion of the quarterly installment of the incentive fee payable in shares divided by the average of the closing prices of the Company’s Common Stockcommon stock on the NYSE for the five trading days prior to the date on which such quarterly installment is paid.

“Core Earnings” is a non-GAAP measure and is defined under the Management Agreement as GAAP net income (loss) excluding (a) non-cash equity compensation expense, (b) the incentive fee, (c) depreciation and amortization of real estate and associated intangibles, (d) acquisition costs associated with successful acquisitions, (e) any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income and (f) to the extent deducted from net income (loss), distributions payable with respect to equity securities of subsidiaries issued in exchange for properties. The amount is adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash adjustments, in each case as determined by the Manager and after approval by a majority of the Company’s Independent Directors.

Reimbursement of Expenses

The Company is required to reimburse the Manager for the expenses described below. Expense reimbursements to the Manager are made in cash on a monthly basis following the end of each month. The Company’s reimbursement obligation is not subject to any dollar limitation, but is subject to review by the Company’s Independent Directors. Because the Manager’s personnel perform certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, the Manager is paid or reimbursed for the documented cost of performing such tasks, provided that such costs and reimbursements are in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis.

The Company also pays all operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The expenses required to be paid by the Company include, but are not limited to:

expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of the Company’s investments;
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costs of legal, tax, accounting, consulting, auditing and other similar services rendered for the Company by providers retained by the Manager or, if provided by the Manager’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
the compensation and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers;
costs associated with the establishment and maintenance of any of the Company’s credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s securities offerings;

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expenses connected with communications to holders of the Company’s securities or of the Company’s subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the SEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholdersshareholders and proxy materials with respect to any meeting of the Company’s stockholders;
shareholders;
costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company;
expenses incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an investment or establishment and maintenance of any of the Company’s securitizations or any of the Company’s securities offerings;
costs and expenses incurred with respect to market information systems and publications, research publications and materials and settlement, clearing and custodial fees and expenses;
compensation and expenses of the Company’s custodian and transfer agent, if any;
the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
all taxes and license fees;
all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to the insurance that the Manager elects to carry for itself and its personnel;
costs and expenses incurred in contracting with third parties;
all other costs and expenses relating to the Company’s business and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal, reporting, audit and legal fees;
expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the Company or its investments separate from the office or offices of the Manager;
expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of holders of the Company’s securities or of the Company’s subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
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any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any subsidiary, or against any trustee, director, partner, member or officer of the Company or of any subsidiary in his capacity as such for which we or any subsidiary is required to indemnify such trustee, director, partner, member or officer by any court or governmental agency; and
all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under the Management Agreement.

Pursuant to the Sossen Secondment Agreement, the Company is responsible for reimbursing to an affiliate of the Manager a portion of the expenses incurred in connection with Mr. Sossen’s service as the Company’s Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President, including annual base salary, annual cash bonus, employee benefits and any related employee withholding taxes.

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Except as required under the Sossen Secondment Agreement and reimbursements for certain other personnel as permitted under the Management Agreement, the Company and its subsidiaries do not reimburse the Manager or its affiliates for the salaries and other compensation of its personnel (including pursuant to the Paniry Secondment Agreement).

, other than for dividend equivalents paid on equity-based compensation.

In addition, the Company may be required to pay its pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the Company’s operations.

Fees Incurred and Paid for 2018

2020

For the calendar year ended December 31, 2018,2020, the Company incurred $73.2$76.6 million in base management fees, of which $54.0$57.4 million was paid during the calendar year ended December 31, 2018.2020 and $19.2 million was paid in February 2021. In April 2020, the Company’s board of directors authorized the payment of the first quarter base management fee of $19.1 million in 1,422,142 shares of the Company’s common stock. For the calendar year ended December 31, 2018,2020, the Company incurred $41.4$30.8 million in incentive compensationfees payable to the Manager, of which $19.6$15.8 million was paid during the calendar year ended December 31, 2018.2020. One half of the incentive fee paidfees incurred during the calendar year ended December 31, 2018 was2020 were paid in Common Stock,common stock, as required by the Management Agreement. In March 2019,February 2021, an additional $22.0$15.0 million of the total incentive feefees was paid, one half of which was similarly paid in Common Stock.common stock. The Company also was obligated to reimburse the Manager for $7.7$8.5 million of certain expenses incurred on the Company’s behalf during the calendar year ended December 31, 2018,2020, of which $4.7$3.5 million was paid during the calendar year ended December 31, 2018.

Grants of Equity Compensation to the Manager

Under the Company’s equity incentive plans, our Compensation Committee is authorized to approve grants of equity-based awards to the Company’s officers and directors and to the Manager and its personnel and affiliates. On May 18, 2015, the Company granted to the Manager 675,000 restricted stock units. This award of restricted stock units vested ratably on a quarterly basis over a three-year period that began on June 30, 2015. On March 15, 2017, the Company granted to the Manager 1,000,000 restricted stock units. This award of restricted stock units vests ratably on a quarterly basis over a three-year period that began on June 30, 2017. On April 4, 2018 the Company granted to the Manager 775,000 restricted stock units. This award of restricted stock units vests ratably on a quarterly bases over a three-year period that began on June 30, 2018. These awards of restricted stock units, once vested, are settled in shares of Common Stock. The Manager is entitled to receive “distribution equivalents” with respect to these restricted stock units, whether or not vested, at the same time and in the same amounts as distributions are paid to the Company’s holders of Common Stock.

On May 4, 2017, at the Company’s 2017 annual meeting of stockholders, stockholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the “2017 Manager Equity Plan”), which allows for the issuance of up to 11,000,000 stock options, stock appreciation rights, restricted stock units or other equity-based awards or any combination thereof (determined on a combined basis with the 2017 Equity Plan) to the Manager. The maximum number of such equity awards that may be issued to the Manager shall be reduced by the number of shares of common stock issued and awards granted under the 2017 Equity Plan. The 2017 Manager Equity Plan succeeded and replaced the previous manager equity plan.

2020.

Board Approval
The Company’s Chief Executive Officer is also an executive of Starwood Capital Group. As a result, the Management Agreement between the Company and the Manager was negotiated between related parties, and the terms, including fees and other amounts payable, may not be as favorable to the Company as if it had been negotiated with an unaffiliated third party. The Management Agreement is intended to provide the Company with access to the Manager’s pipeline of investment opportunities, personnel and experience in capital markets, credit analysis, debt structuring and risk and asset management, as well as assistance with corporate operations, legal and compliance functions and governance.

Payments to Manager Employees

During the calendar year ended December 31, 2018, the Company made a cash payment of $1.3 million directly to an employee The independent directors of the Manager in connection withBoard have approved the Company’s acquisition of the project finance origination, underwritingManagement Agreement. Mr. Sternlicht and capital markets business of GE Capital Global Holdings, LLC.

701 Seventh Avenue Financing and Refinancing

In October 2012, the Company and Starwood Distressed Opportunity Fund IX, an affiliate of our Chief Executive Officer and the Manager (“Fund IX”), co-originated a $475.0 million first mortgage and mezzanine

Mr. Dishner recused themselves from such approval.

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loan (the “701 Seventh Avenue Financing”) for the acquisition and redevelopment

Grants of a 10-story retail building located at 701 Seventh Avenue in the Times Square area of Manhattan (the “701 Seventh Avenue Property”) through a joint venture.

In January 2014, the Company and a third party partner refinanced the 701 Seventh Avenue Financing with an $815.0 million first mortgage and mezzanine financing to facilitate the further development of the 701 Seventh Avenue Property (the “701 Seventh Avenue Refinancing”). Fund IX did not participate in the 701 Seventh Avenue Refinancing. As such, the joint venture distributed $31.6 million to Fund IX for the liquidation of Fund IX’s interest in the joint venture. The first mortgage and mezzanine financing under the 701 Seventh Avenue Refinancing were paid off in full in November 2016. The 701 Seventh Avenue Refinancing also triggered the issuanceEquity Compensation to the lendersManager

Under the Company’s equity incentive plans, our Compensation Committee is authorized to approve grants of a 20% passive equity interest (the “Passive Equity Interest”) inequity-based awards to the 701 Seventh Avenue Property in accordance withCompany’s officers and directors and to the terms of the 701 Seventh Avenue Financing. The CompanyManager and Fund IX own 75%its personnel and 25% of a joint venture, respectively, which owns 75% of the entity holding such Passive Equity Interest. During the calendar year ended December 31,affiliates. On April 4, 2018 the Company received distributions totaling $15.1 million attributablegranted to the PassiveManager 775,000 restricted stock units which vest ratably on a quarterly basis over a three-year period that began on June 30, 2018. On September 24, 2019, the Company granted to the Manager 1,200,000 restricted stock units. Of the amount granted, 218,898 restricted stock units vested immediately on the grant date and the remaining amount vests ratably on a quarterly basis over a three-year period that began on December 31, 2019. On November 9, 2020, the Company granted to the Manager 1,800,000 restricted stock units which vest ratably on a quarterly basis over a three-year period that began on December 31, 2020. These awards of restricted stock units, once vested, are settled in shares of common stock. The Manager is entitled to receive “distribution equivalents” with respect to these restricted stock units, whether or not vested, at the same time and in the same amounts as distributions are paid to the Company’s holders of common stock.
On May 4, 2017, at the Company’s 2017 annual meeting of shareholders, shareholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Interest.

Plan (the “2017 Manager Equity Plan”), which allows for the issuance of up to 11,000,000 stock options, stock appreciation rights, restricted stock units or other equity-based awards or any combination thereof (determined on a combined basis with the 2017 Equity Plan) to the Manager. The maximum number of such equity awards that may be issued to the Manager shall be reduced by the number of shares of common stock issued and awards granted under the 2017 Equity Plan. The 2017 Manager Equity Plan succeeded and replaced the previous manager equity plan.

SEREF and Private AccountRelated Transactions


In December 2012, the Company acquired 9,140,000 ordinary shares for approximately $14.7 million in Starwood European Real Estate Finance Limited, a debt fund that is managed by an affiliate of the Manager and is listed on the London Stock Exchange (“SEREF”), in connection with SEREF’s initial public offering (the “SEREF Investment”), which equated to an approximate 4% ownership interest in SEREF. As of December 31, 2018,2020, the Company’s shares represented an approximate 2% ownership interest in SEREF.

In November 2013, the Company co-originated a GBP-denominated first mortgage loan with SEREF which is secured by Centre Point, an iconic tower located in Central London, England (the “Centre Point Loan”), and funded $24.1 million of the initial $88.3 million funding and committed to future funding of $264.8 million. The first tranche funded carried interest at a fixed rate of 8.55% and the remaining tranches bore interest at three-month LIBOR (with a floor of 1.00%) plus 7.00%, unless the fixed rate option was elected. In December 2014, the Centre Pointe Loan was amended to increase the total commitment by $70.5 million, which made the Company’s total commitment equal to $329.1 million. The Centre Point Loan had a maturity of December 2017, but was further amended in October 2017 to extend the maturity to April 2018. The Centre Point Loan was paid in full in February 2018.

In June 2016, the Company co-originated a GBP-denominated $108.9 million first mortgage loan with SEREF for the development of a three-property mixed use portfolio located in Greater London, England (the “Greater London Loan”). The Company originated $87.1 million of the Greater London Loan commitment and SEREF originated $21.8 million of such commitment. In June 2017, the Company and SEREF amended the Greater London Loan by reducing first mortgage’s total commitment to $88.8 million of which the Company’s share is $71.0 million. In October 2018, the Company and SEREF most recently amended the Greater London Loan by increasing the total commitment to $98.3 million, of which the Company’s share iswas $78.6 million. The Greater London Loan bearsbore interest at one-month LIBOR plus 5.75% and matureshad an extended maturity of June 2020. In March 2020, the Greater London Loan was paid off in June 2019.

full.

In March 2018, the Company acquired from SEREF a Euro-denominated $68.0 million 50% participation in a newly-originated loan, which is secured by a luxury resort in Estepona, Spain (the “Estepona Loan”). The Estepona Loan bears interest at three-month Euribor (floor of 0.0%) plus 4.90% until September 13, 2022 and at 6.50% thereafter. The Estepona Loan matures in March 2023.

The Company’s outstanding balance of the Estepona Loan was $64.5 million as of December 31, 2020.

In December 2018, the Company co-originated a GBP denominatedGBP-denominated $79.0 million mezzanine loan for the development of a residential and hotel property located in Central London with SEREF (the “Central London Loan” and, together with the SEREF Investment, the Centre Point Loan, the Greater London Loan and the Estepona Loan, the “SEREF and Private Account Transactions”). The Company originated $26.9 million of the Central London Loan and SEREF originated $52.1 million. The Central London Loan bears interest at a fixed interest rate of 8.50% and is scheduled to mature in December 2021.

Regional Mall Securitization Investments

In December 2013, the Company acquired a subordinate CMBS investment in a securitization from a third party (the “2013 Regional Mall Securitization Investment”). The borrowers are several special purpose entities that are affiliatesCompany’s outstanding balance of the Manager and indirectly owned and controlled by Starwood Capital Group. The

Central London Loan was $28.1 million as of December 31, 2020.

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2013 Regional Mall Securitization Investment

In September 2019, the Company co-originated a Euro-denominated $80.2 million first mortgage loan with SEREF. The loan was acquiredto a third party borrower for $84.1the development of a Grade A office building and convention center in Dublin, Ireland. The Company originated $64.2 million of the loan and is secured by five regional mallsSEREF originated $16.0 million. The loan bears interest at one-month Euribor (floor of 0.0%) plus 7.8% and matures in Ohio, CaliforniaMay 2022. The Company’s outstanding balance of the loan was $17.4 million as of December 31, 2020.
In November 2019, the Company and Washington. SEREF each originated $42.9 million of a Euro-denominated $211.2 million first mortgage and subordinated loan. The loan was to a third party borrower for the acquisition of an office portfolio located in Spain. In December 2019, the Company sold the first mortgage of $16.5 million. The Company’s remaining subordinated loan, with an outstanding balance of $26.1 million as of December 31, 2020, bears interest at three-month Euribor (floor of 0.0%) plus 8.95% and matures in November 2023.
In January 2016,2020, the Company co-originated a Euro-denominated $78.1 million mezzanine loan with SEREF to the third party that acquired an additional $9.7the Company’s property portfolio in Ireland in December 2019. The Company and SEREF each originated $39.0 million of this subordinate CMBS investment. In June 2018, the 2013 Regional Mall Securitization Investmentloan, the full amount of which was paid offoutstanding as of December 31, 2020. The loan bears interest at three-month Euribor (floor of 0.0%) plus 7.0% and matures in full.

October 2025.

SCG Core-Plus Investment


In October 2014, the Company committed $150.0 million for a 33% limited partner equity interest in SCG Core-Plus Retail Fund, L.P., an affiliate of the Manager (“SCG Core-Plus”), of which $132.0 million was funded in October 2014. An unaffiliated third party has made an additional investment as a limited partner in SCG Core-Plus on substantially similar terms. In August 2017, the Company funded the remaining $15.5 million capital commitment in SCG-Core-Plus.SCG Core-Plus. The Company had reduced its investment carrying value to zero as of December 31, 2019 based on its estimate of the fair value of the underlying retail assets as of that date. During the year ended December 31, 2018,2020, the Company recognized earnings of $3.7 million but did not recognize any further income or loss or receive any distributions which increased the Company’s carrying value to $114.4 million as of December 31, 2018.on its investment in SCG Core Plus. SCG Core-Plus was established for the purpose of acquiring and operating four regional shopping malls located in Florida, Michigan, North Carolina and Virginia. All leasing services and asset management functions for the acquired properties are conducted by an affiliate of the Manager that specializes in redeveloping, managing and repositioning retail real estate assets. In addition, another affiliate of the Manager serves as the general partner of SCG Core-Plus. In consideration for its services, such general partner earns incentive distributions that are payable once the Company, along with the other limited partners, receives 100% of its capital and a preferred return of 8%.

Office Campus Loan Investment


In August 2017, the Company originated a $339.2 million first mortgage and mezzanine loan for the acquisition of an office campus located in Irvine, California. An affiliate of the Manager has a non-controlling equity interest in the borrower. The first mortgage and mezzanine loan are each interest-only and carry interest rates of one-month LIBOR plus 2.25% and one-month LIBOR plus 4.50%, respectively. The loans had an initial maturity of September 2020 with two one-year extension options, the first of which has been exercised. In August 2020, the Company received a $245.0 million partial repayment on the loans, leaving an outstanding balance of $29.4 million as of December 31, 2020.
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Energy Loan

Loans

In January 2018, the Company acquired a $130.0 million first mortgage participation from a third party, which bears interest at three-month LIBOR plus 4.00%. and matures in December 2024. The loan is secured by four coal-fired power plants located in the United States. The borrower isStarwood Energy Group, an affiliate of the Manager.

Manager, is the borrower under the loan. The outstanding balance of this loan participation was $64.1 million as of December 31, 2020.

In February 2019, the Company acquired a $60.0 million participation in a $925.0 million first priority infrastructure term loan. In April 2019 and July 2019, the Company acquired participations of $5.0 million and $16.0 million, respectively, in a $350.0 million upsize to the term loan. The loan is secured by five domestic natural gas power plants. The Company’s outstanding participations, totaling $78.3 million as of December 31, 2020, bear interest at one-month LIBOR plus 3.75% and mature in December 2025. Starwood Energy Group, an affiliate of the Manager, is the borrower under the term loan. The outstanding balance of this term loan participation was $78.3 million as of December 31, 2020.
Residential Mortgage Loans


During the year ended December 31, 2018,2020 the Company acquired $135.6$245.0 million of loans held-for-sale from a residential mortgage originator in which the Company holds an equity interest. Additionally,Also, in June 2018,September 2019, October 2019 and September 2020, the Company originatedamended a $2.0 million subordinated loan with an 8% fixed interest rate to this residential mortgage originator.originator, which was entered into in June 2018, to extend the maturity from September 2019 to September 2021 and increase the total commitment to $4.5 million. The subordinated loan maturesbears interest at a fixed rate of 8.0%.
Other Loans
In January 2020, the Company originated a $3.5 million bridge loan to a third party borrower for the development and recapitalization of luxury cabin rentals. In February 2020, the bridge loan was repaid, and the Company originated a $99.0 million first mortgage loan to the same borrower. The loan bears interest at a fixed rate of 10.5% plus fees and contains a term of 36 months with two one-year extension options. Certain members of the Company’s executive team and board of directors own equity interests in September 2019.

the borrower. The outstanding balance of this loan was $45.3 million as of December 31, 2020.

Other Related Party Arrangements
In March 2020, the Company entered into an office lease agreement with an entity which is controlled by the Company’s Chairman and CEO through majority equity ownership of the entity. The leased premises are currently under construction and will serve as the Company’s new Miami Beach office when its existing lease in Miami Beach expires on December 31, 2021. The lease will commence after delivery of the office space to the Company, but no earlier than July 30, 2021. The lease is for approximately 74,000 square feet of office space, has an initial term of 15 years and requires monthly lease payments starting in the tenth month after lease commencement. The lease payments are based on an annual base rate of $52.00 per square foot that increases by 3% each anniversary following commencement, plus the Company’s pro rata share of building operating expenses. In April 2020, the Company provided a $1.9 million cash security deposit to the landlord. Prior to the execution of this lease, the Company engaged an independent third party leasing firm and external counsel to advise the independent directors of its board of directors on market terms for the lease. The terms of the lease were approved by the Company’s independent directors.
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During 2016, the Company established a co-investment fund whichthat provides key personnel with the opportunity to invest in certain properties included in the Company’s Real Estate Investing and Servicing business segment. These personnel include certain employees of the Company, including Messrs. DiModica and Sossen, as well as employees of affiliates of the Manager (the “Fund Participants”). The fund carries an aggregate commitment of $15.0 million and owns a 10% equity interest in the subsidiary of the Company which owns such properties. As of December 31, 2018,2020, the Fund Participants funded $4.9 million of such commitment, and it is the Company’s current expectation that there will be no additional funding of this commitment. In an effort to retain key personnel, the Fund Participants are entitled to a promote on their investment, whereby operating profits are distributed assuming implied leverage of 60% on the Fund Participants’ capital accounts. This promote is paid after the Company, as general partner of the fund, earns a 5% preferred return. During 2018,2020, the non-controlling interests related to this fund received cash distributions of $2.0$1.8 million. No promote-related distributions occurred during the year ending December 31, 2018.

In November 2018, the Company engaged Highmark Residential (“Highmark”) (formerly known as Milestone Management (“Milestone”)Management), an affiliate of the Manager, to provide property management services for the Company’s Woodstar I Portfolio. Fees paid by the Company to Milestone are calculated as 3% of gross receipts. During the year ended December 31, 2018,2020, property management fees paid to Highmark were $144,000.

$2.1 million.

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Disclosure Regarding Fred Ridley


One of our directors, Mr. Ridley, is a partner with Foley & LardnerLarder LLP (“Foley”). In fiscal year 2018,2020, Foley collected legal fees of less than $10,000$3,375 from the Company and $1,269,781$807,997 from commercial mortgaged-backed securities (CMBS)or on behalf of the CMBS securitization trusts for which a subsidiary of the Company has been appointed to act as the special servicer. For more information regarding CMBS securitization trusts and the role of a special servicer, see below under the heading “CMBS Securitization Trusts and Special Servicing.” Notwithstanding the legal fees paid to Foley, the Board determined that Mr. Ridley is an independent director (under NYSE listing standards or otherwise) due to the below factors:

Mr. Ridley did not personally perform or supervise any legal services to the Company or its subsidiaries in 20182020 and does not personally receive fees or other compensation for these services. Accordingly, there is no direct financial tie to the legal fees which could compromise Mr. Ridley’s independence.
Foley was first retained by a subsidiary of the Company more than 1920 years ago, well before Mr. Ridley was appointed to the Board. Mr. Ridley’s appointment was not related to Foley’s provision of legal services, and Foley does not receive any additional benefit as a result of Mr. Ridley being appointed to the Board.
The fees paid to Foley amounted to less than 0.2%approximately .09% of the law firm’s consolidated gross annual revenue for 2018.2020.
Other than the $3,375 of fees paid to Foley in 2020 for non-material matters, the remaining $807,997 in payments in 2020 to Foley were paid by or on behalf of trusts for which a subsidiary of the Company, LNR Partners LLC (“LNR”), has been appointed to act as the special servicer. This was particularly important to the Board in determining Mr. Ridley’s independence. For accounting purposes, the assets of the trusts are consolidated in the Company’s financials despite the fact that the Company has either no or limited equity and voting interests in the trusts. Foley was retained on behalf of each trust that LNR serviced, and was not retained to represent LNR in its individual capacity or to represent the Company in these matters.
•Other than less than $10,000 of fees paid to Foley in 2018 for a non-material litigation matter, the remaining $1,269,781 in payments in 2018 to Foley were paid by trusts for which a subsidiary of the Company, LNR Partners LLC (“LNR”), has been appointed to act as the special servicer. This was particularly important to the Board in determining Mr. Ridley’s independence. For accounting purposes, the assets of the trusts are consolidated in the Company’s financials despite the fact that the Company has either no or limited equity and voting interests in the trusts. Foley was retained on behalf of each trust that LNR serviced, and was not retained to represent LNR in its individual capacity or to represent the Company in these matters.
By way of further background, LNR’s primary business is administering the default side of loan servicing for CMBS securitization trusts. LNR retains third party contractors, including law firms such as Foley, to perform legal services related to the collection and restructuring of defaulted loans. Pursuant to its contractual agreements, LNR is prohibited from receiving kickbacks or other benefits from contractors providing services to the trust and LNR has a duty to obtain the most cost effective services. In addition, the CMBS securitizations designate a certificate holder representative (“CCR”) that oversees the special servicer throughout the entire workout of the loan, serving as the ultimate decision maker on behalf of the trust, including the retention of third-partythird party vendors in connection with major decisions in accordance with the servicing standard. In general, under the servicing
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agreements, a CCR has the authority to remove the special servicer without cause at any time. Foley is one of over 10890 law firms retained to provide the trusts with legal services. In 2018,2020, the trusts serviced by LNR paid approximately $32.6$19.1 million to various law firms for legal services related to defaulted loans. Foley received approximately 4%4.2% of that total amount. The Company considers these services to be transactional support for the loan being special serviced. In connection with the provision of these services, Foley was not given access to sensitive Company information and was not involved in the Company’s or LNR’s strategic decisions.

For all of the above reasons, the Board is confident that the relationships described above do not affect Mr. Ridley’s ability to exercise his independent judgment with respect to any matter before the Board.

CMBS Securitization Trusts and Special Servicing. Servicing
CMBS are bonds with payments derived from a loan or a pool of loans on commercial real estate. CMBS securitization is the process by which a loan, or more commonly a group or pool of loans, are packaged together to create CMBS, which are issued and then held by a Real Estate Investment Mortgage Conduit, referred to generally as a CMBS securitization trust. The trust has three agents that have specific roles and authority to act on behalf of the trust: the trustee serves as the holder of title to the loans in the trust; the master servicer provides loan servicing on performing loans; and the special servicer

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attempts to work out distressed or defaulted loans and provides certain consents on behalf of the trust that are required under the loan documents. As noted above, LNR is a special servicer for certain CMBS securitization trusts. When a loan owned by a trust goes into default or is going into default, the loan is transferred to LNR for servicing.

Related Party Transaction Practice


The Board of Directors does not have a written policy regarding the approval of related party transactions. However, it is the practice of the Board of Directors to seek approval of the non-executive directors for any related party transaction (which means any transaction or series of transactions in which the Company or any of its subsidiaries is or are to be a participant, the amount involved exceeds $120,000, and a “related person” (as defined under SEC rules) has a direct or indirect material interest) involving a potential conflict of interest. Further, when the Board of Directors has previously approved an equity investment in a party that contemplates the right to participate in subsequent debt investments with such party in the ordinary course of the Company’s business (e.g., the SEREFdisclosures under “-SEREF and Private Account Transactions)Related Transactions”), it is the practice of the Board of Directors to seek separate approval of the non-executive directors for any such individual debt investment if the Company is not investing on a pari passu basis with such party.

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STOCKHOLDER PROPOSALS FORINFORMATION CONCERNING THE 2020 ANNUAL MEETING AND VOTING
Shareholders Entitled to Vote
The Board has fixed March 1, 2021 as the record date for the determination of shareholders entitled to notice of and to vote their shares of the Company’s common stock, par value $0.01 per share (“common stock”), at the Annual Meeting. As of March 1, 2021, the Company had outstanding 285,782,701 shares of common stock. Each share of common stock entitles its holder to one vote.
Attending the Virtual Annual Meeting
In light of public health concerns regarding the coronavirus outbreak, and in order to provide expanded access, improved communication and cost savings for our shareholders and our Company, this year’s Annual Meeting will be a completely “virtual” meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/STWD2021. Such questions must be confined to matters properly before the Annual Meeting and of general Company concern. You will also be able to vote your shares electronically at the Annual Meeting. To participate, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Company will post the rules of conduct for the Annual Meeting to its investor relations website prior to the meeting. A recording of the Annual Meeting will be available at www.virtualshareholdermeeting.com/STWD2021 following the Annual Meeting.
The meeting will begin promptly at 2:00 p.m., Eastern time. We encourage you to access the meeting prior to the start time. Online access will open at 1:45 p.m., Eastern time, and you should allow ample time to log in to the meeting webcast and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance.
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page www.virtualshareholdermeeting.com/STWD2021.
Quorum
The presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum for purposes of transacting business at the Annual Meeting. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.
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Proposals

Broker Non-Vote
A “broker non-vote” occurs when a bank, broker or other nominee that holds shares for a beneficial owner in “street name” (referenced herein as a “broker”) does not vote on a particular proposal because that broker does not have discretionary voting power for that particular item and has not received instructions from stockholdersthe beneficial owner. If you hold your shares in street name, the rules of the NYSE provide the record holder (i.e., your broker) with the authority to vote your shares only on certain “routine” matters when it does not receive voting instructions from you. At the Annual Meeting, a broker will have discretionary authority to vote shares on the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2021 (Proposal 3), but will not have discretionary authority as to the other proposals presented: the election of director nominees (Proposal 1) or on the advisory proposal regarding executive compensation (Proposal 2).
If you hold your shares in street name, please ensure that your shares are given carefulvoted at the Annual Meeting by timely submitting voting instructions to your broker according to the instructions provided by your broker.
Required Vote
Election of each nominee for the seven director positions (Proposal 1) requires the affirmative FOR vote of a plurality of all votes cast at the Annual Meeting. This means that the director nominee with the most votes for a particular seat is elected for that seat. Votes “withheld” from one or more director nominees therefore will have no effect on the outcome of the vote with respect to the election of directors. However, in an uncontested election of directors, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election is expected to tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Corporate Governance Committee. For additional details regarding our director resignation policy and the election of directors, see the section of this proxy statement entitled “Our Board—Proposal 1: Election of Directors.” In tabulating the voting results, abstentions and, if applicable, broker non-votes, will have no effect on the election of directors.
The affirmative FOR vote of a majority of votes cast at the Annual Meeting is required to approve all other proposals, including the approval, on an advisory basis, of the Company’s executive compensation as disclosed in this Proxy Statement (Proposal 2) and the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2021 (Proposal 3). In tabulating the voting results for each such proposal, abstentions and, if applicable, broker non-votes, are not treated as “votes cast” and will have no effect on the result of such vote.
Although the advisory vote on the Company’s executive compensation as disclosed in this Proxy Statement (Proposal 2) is non-binding, the Board will review the results of the vote and will take them into account as appropriate when making decisions regarding executive compensation.
How to Vote
You may vote at the Annual Meeting in any of the following ways:
Submitting a Proxy by Telephone or via the Internet: If you are a shareholder of record, you may appoint your proxy by telephone or via the Internet until 11:59 p.m., Eastern time, on April 26, 2021, by following the instructions on the Notice of Internet Availability of Proxy Materials or, if you requested a printed set of the proxy materials, on your proxy card. Easy-to-follow prompts allow you to submit a proxy for your shares
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and confirm that your instructions have been properly recorded. The Company’s telephone and Internet proxy submission procedures are designed to authenticate shareholders by using individual control numbers. If you hold your shares in street name, please check your voting instruction card provided with the proxy materials or contact your broker to determine whether you will be able to provide your instructions by telephone or via the Internet.
Submitting a Proxy by Mail: If you are a shareholder of record and requested to receive a printed set of the proxy materials, you can appoint your proxy by marking, dating and signing your proxy card and returning it by mail in the postage-prepaid envelope provided. If submitted by mail, your proxy must be received by the close of business on April 26, 2021, to be counted. If you hold your shares in street name, you can instruct your broker to vote by following the directions on your voting instruction card provided with the proxy materials.
By casting your vote in any of the ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions.
In Person at the Annual Meeting: Shareholders of record may vote in person during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/STWD2021. To vote, you will need your 16-digit control number included in your proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials.
Please note that even if you plan to attend the Annual Meeting, we encourage you to submit a proxy in advance to ensure your shares are represented. Your voting in person at the Annual Meeting will automatically result in the revocation of any previously submitted proxy.
How Shares Will be Voted
If you are a shareholder of record and you properly complete, sign and return a proxy card or use the telephone or Internet voting procedures, as applicable, to authorize the named proxies to vote your shares, and your proxy card or other proxy authorization is received by the Company in accordance with Rule 14a-8 undertime to be voted at the Exchange Act. Stockholder proposals are eligible for consideration for inclusion inAnnual Meeting, your shares will be voted as specified, unless your proxy is properly revoked prior thereto. As noted above, you may also vote your shares at the virtual Annual Meeting. If you submit a signed proxy card but no specification is made on the proxy statementcard as to any one or more of the proposals, the shares of common stock represented by the proxy will be voted as follows:
FOR the election of each of the director nominees;
FOR the approval, on an advisory basis, of the Company’s executive compensation as disclosed in this Proxy Statement; and
FOR the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 2020 annual meetingcalendar year ending December 31, 2021.
Revocation of stockholders if they are receivedProxies
A person submitting a proxy has the power to revoke it at any time before it is exercised by (a) attending the Company on or before November 22, 2019. Any proposal should be directedAnnual Meeting and voting in person, (b) duly executing and delivering a proxy bearing a later date prior to the attentionAnnual Meeting or (c) sending written notice of revocation to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830. In order for a stockholder proposal or nomination submitted outside of Rule 14a-8 to be considered “timely” within the meaning of Rule 14a-4(c), such proposal or nomination06830, which must be deliveredreceived by the Company’s Secretary by 5:00 p.m., Eastern time, on April 26, 2021 to have any effect. Attending the Annual Meeting by itself does not automatically revoke any earlier submitted proxy.
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Confidentiality of Voting
The Company keeps all proxies, ballots and voting tabulations confidential as a matter of practice. The Company only lets its proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), and its Inspector of Election, Computershare Trust Company N.A. (“Computershare”), examine these documents. Occasionally, shareholders provide written comments on their proxy card, which then may be forwarded to the Company’s Secretarymanagement by Computershare.
Tabulation of Voting Results
Computershare, the Company’s independent tabulating agent, will count the votes and act as the Inspector of Election at the Annual Meeting.
Solicitation of Proxies
The Company will pay the expenses of soliciting proxies in connection with this Proxy Statement. Proxies may be solicited in person or by mail, telephone, electronic transmission and/or facsimile transmission on the Company’s behalf by directors, officers or employees of the Company or its subsidiaries, without additional compensation. The Company asks brokerage houses and other custodians, nominees and fiduciaries to forward soliciting materials to the beneficial owners of the stock held of record by such persons and to obtain authority to execute proxies, for which the Company will reimburse such persons. Innisfree has been engaged to assist in the solicitation of proxies for the Company for a fee of $20,000 plus reasonable out-of-pocket expenses. When recording votes by telephone or via the Internet, the Company will use procedures designed to authenticate shareholders’ identities, which will allow shareholders to authorize the voting of their shares in accordance with their instructions and confirm that their instructions have been recorded properly.
List of Shareholders
A list of shareholders entitled to vote at the Annual Meeting will be available at the virtual Annual Meeting at www.virtualshareholdermeeting.com/STWD2021 and for ten days prior to the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, at the Company’s principal executive offices not later than the last dateat Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830, and open to examination by any shareholder for submission of stockholder proposals under the Company’s Bylaws. In order for a proposal or nominationany purpose germane to be “timely” under the Company’s Bylaws, it must be received not less than 90 days nor more than 120 days prior to the first anniversary of the date of the mailing of the notice for the prior annual meeting, with certain exceptions. For the 2020 annual meeting of stockholders, any such proposal or nomination should be received no earlier than November 22, 2019 and no later than December 22, 2019.

OTHER MATTERS

The Board of Directors knows of no other business to be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, includingby contacting the Secretary of the Company.

Availability of Annual Report and Proxy Materials on the Internet
This Proxy Statement and our annual report for the calendar year ended December 31, 2020 are available at www.proxyvote.com by using the control number that is provided to you in the Notice Regarding Internet Availability of Proxy Materials. You may also view such materials on our website at www.ir.starwoodpropertytrust.com/proxymaterials or request printed copies of such materials by mail. Please submit any such request to the attention of the Company’s Secretary, Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830.
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Recommendations of the Board
The Board recommends a proposal omitted fromvote FOR the election of each of the nominees for director named in this Proxy Statement, in accordance with Rule 14a-8 underFOR the Exchange Act, the proxies will be votedapproval, on such matters in accordance with the judgmentan advisory basis, of the persons namedCompany’s executive compensation as proxies therein, or their substitutes, present and acting at the meeting.

No person is authorized to give any information or to make any representation not containeddisclosed in this Proxy Statement and if given or made, such information or representation should not be relied upon as having been authorized. The delivery of this Proxy Statement shall not, under any circumstances, imply that there has not been any change inFOR the information set forth herein since the dateratification of the Proxy Statement.

appointment by the Audit Committee of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the calendar year ending December 31, 2021.
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ADDITIONAL INFORMATION

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholdersshareholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders.shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholdersshareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement and annual report to multiple stockholdersshareholders sharing an address unless contrary instructions have been received from the affected stockholders.shareholders. Once you have received notice from your broker or the Company that they or the Company will be householding materials to your address, 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 or would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or the Company if you hold registered shares. You can notify the Company by phone at (203) 422-7700 or send a written request to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830. If you so request, we will have delivered the requested separate proxy statement and annual report promptly following our receipt of your request.

If your household has received multiple copies of proxy statements and annual reports, you can request the delivery of single copies in the future by notifying the Company as set forth above.

By Order

Other Matters
The Board knows of no other business to be brought before the Annual Meeting. If any other matters properly come before the Annual Meeting, including a proposal omitted from this Proxy Statement in accordance with Rule 14a-8 under the Exchange Act, the proxies will be voted on such matters in accordance with the judgment of the Boardpersons named as proxies therein, or their substitutes, present and acting at the meeting.
No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, such information or representation should not be relied upon as having been authorized. The delivery of Directors,

 

Andrew J. Sossen
Secretary

Dated: March 21, 2019
Greenwich, Connecticut

this Proxy Statement shall not, under any circumstances, imply that there has not been any change in the information set forth herein since the date of the Proxy Statement.

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SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING

Proposals received from shareholders are given careful consideration by the Company. Shareholder proposals are eligible for consideration for inclusion in the proxy statement for the 2022 annual meeting of shareholders in accordance with Rule 14a-8 under the Exchange Act if they are received by the Company on or before November 18, 2021. Any proposal should be directed to the attention of the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830. In order for a shareholder proposal or nomination submitted outside of Rule 14a-8 to be considered timely under the Company’s Bylaws, it must be received not less than 90 days nor more than 120 days prior to the first anniversary of the date of the mailing of the notice for the prior annual meeting, with certain exceptions. For the 2022 annual meeting of shareholders, any such proposal or nomination should be received no earlier than November 18, 2021 and no later than December 18, 2021.
By Order of the Board,

Andrew J. Sossen
Secretary
Dated: March 18, 2021
Greenwich, Connecticut
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