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 ☐

Check the appropriate box:

☐ 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):

☒	No fee required.
☐	Fee ~~computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
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LETTER FROM OUR

CHAIRMAN AND CEO

~~March 20, 2020~~

April 11, 2023

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 ~~2020~~2023 Annual Meeting of Shareholders (the “Annual Meeting”), which will be conducted via live audio webcast on ~~April 29, 2020~~May 18, 2023 at 2:10:00 ~~p.m.~~a.m. Eastern ~~time.~~Time. 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 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/~~STWD2020.~~

STWD2023.

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 1:9:45 ~~p.m.,~~a.m. Eastern ~~time.~~Time. Please note that there is no in-person meeting for you to attend.

At the Annual Meeting, we are seeking to elect ~~seven~~nine 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, to vote, on an advisory basis, to approve the frequency of future advisory votes on the Company’s executive compensation, 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 ~~2020~~2023 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 athe enclosed proxy ~~card.~~card in the postage-prepaid envelope provided to you. We encourage you to vote byvia the 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.

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 ~~2020~~2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON ~~APRIL 29, 2020~~
MAY 18, 2023

To the Shareholders of Starwood Property Trust, Inc.:

NOTICE IS HEREBY GIVEN that the ~~2020~~2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Starwood Property Trust, Inc., a Maryland corporation (the “Company”), will be held via live audio webcast on ~~April 29, 2020~~May 18, 2023 at 2:10:00 ~~p.m.,~~a.m. Eastern ~~time,~~Time, at www.virtualshareholdermeeting.com/~~STWD2020~~STWD2023, to consider and vote on the following matters:

The election of the ~~seven~~nine director nominees identified in the accompanying proxy statement, each to serve for a one-year term expiring at our ~~2021~~2024 Annual Meeting of Shareholders, and with each elected director holding office until his or her successor has been elected and 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;

3.	The approval, on an advisory basis, of the frequency of the advisory vote on the Company’s executive compensation;

4.	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, ~~2020;~~2023; and

4.
5.

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.

The Board of Directors of the Company has fixed ~~March 3, 2020~~February 28, 2023 as the record date for the determination of shareholders 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 3, 2020~~February 28, 2023 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

On or about ~~March 20, 2020,~~April 11, 2023, we first mailed the Proxy Statement, proxy card and Notice of ~~Internet Availability~~2023 Annual Meeting of ~~Proxy Materials~~Shareholders and posted our proxy materials on ~~the website referenced in the Notice of Internet Availability of Proxy Materials (~~www.proxyvote.com). ~~For shareholders who already requested to receive a printed set of proxy materials, we mailed this Proxy Statement, the accompanying proxy card and~~We have also enclosed our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2022. Shareholders of record may vote their shares by telephone, via the Internet, virtually at the Annual Meeting or ~~if such shareholder received a printed set of proxy materials,~~ by signing, dating and mailing the enclosed proxy card ~~provided with~~in the ~~written proxy materials.~~postage-prepaid envelope provided. 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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Shareholders are cordially invited to attend the virtual Annual Meeting ~~in person.~~via live webcast. 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 20, 2020~~
April 11, 2023

Greenwich, Connecticut

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING ~~IN PERSON~~VIRTUALLY 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 ATHE ENCLOSED PROXY ~~CARD.~~ CARD IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO YOU. 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 ~~2020~~2023 Annual Meeting to Be Held on ~~April 29, 2020~~
May 18, 2023.

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 at www.ir.starwoodpropertytrust.com/~~proxymaterials~~.proxymaterials.

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INTRODUCTION			1
Matters to Be Voted on at the Annual Meeting			1

OUR BOARD			2
Proposal 1: Election of Directors			2
Board Nominees — Who We Are			3
How Directors are Selected, Elected and Evaluated			89
Determination of Director Independence			910
Board Evaluation Process			911
Corporate Governance Highlights			1011
How the Board is Structured and Operates			1112
Board Leadership Structure			1112
Board and Committee Meetings			1113
Succession Planning			1516
Service on Other Boards			16
Board and Role in Risk Oversight			1516
Executive Sessions of Non-Executive and Independent Directors			1517
Number of Meetings of the Board and Attendance in ~~2019~~2022			1618
~~Hedging~~Anti-Hedging Policy			1618
How to Communicate with the Board			1618
Non-Employee Director Compensation			1819

OUR COMPANY			2021
Shareholder Engagement			2224
Our People			2224
Our Executive Officers			25

~~Our Executive Officers~~Employment Practices			23
~~Employment Practices~~			2527
Exceptional Employee Benefits			2527
Employee Retention and Satisfaction			2527
Diversity and Inclusion			2527
Employee Training, Talent Management			2528

OUR SHAREHOLDERS			2629
Security Ownership of Certain Beneficial Owners, Directors and Management			2629

HOW OUR EXECUTIVES ARE PAID			2831
Executive Compensation			2831
Compensation Discussion and Analysis			2831
Compensation Committee Report			3235
Pay Ratio Disclosure			3235
Summary Compensation Table			3336
Grants of Plan-Based Awards During Calendar Year Ended December 31, ~~2019~~2022			3437
Outstanding Equity Awards at December 31, ~~2019~~2022			3538
Stock Vested in Calendar Year Ended December 31, ~~2019~~2022			3639
Stock Awards			39
Potential Post-Employment Payments and Payments upon Change in Control			3639
Pay Versus Performance			41
Equity Compensation Plan Information			3744
Proposal 2: Advisory Vote on Executive Compensation			3845
Recommendation of the Board			45

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~~OUR AUDITORS~~ Proposal 3: Advisory Vote on The Frequency of The Advisory Vote on Executive Compensation			3946
~~Proposal 3: Ratification~~Recommendation of ~~Appointment of Independent Registered Public Accounting Firm~~the Board			3946
OUR AUDITORS			47
Proposal 4: Ratification of Appointment of Deloitte & Touche Llp To Be The Company’S Independent Registered Public Accounting Firm For The Calendar Year Ending December 31, 2023			47
Proposed Independent Registered Public Accounting Firm			3947
Recommendation of the Board and its Audit Committee			47
Independent Registered Public Accounting Firm			4048
Pre-Approval Policies for Services of Independent Registered Public Accounting Firm			4048
Report of the Audit Committee			4149

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			4250
Management Agreement			4250
Grants of Equity Compensation to the Manager			4554
SEREF and Related Transactions			46
~~SCG Core-Plus Investment~~			4754
Office Campus Loan Investment			4754
Energy Loans			4755
~~Residential Mortgage~~Other Loans			4855
Lease Arrangements			55
Other Related Party Arrangements			4856

Disclosure Regarding Fred Ridley			4856
CMBS Securitization Trusts and Special Servicing			4957
Related Party Transaction Practice			4957

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PROXY STATEMENT — ANNUAL MEETING OF SHAREHOLDERS

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 Company’s ~~2020~~2023 Annual Meeting of Shareholders (the “Annual Meeting”), to be held virtually, via live webcast, accessible at www.virtualshareholdermeeting.com/~~STWD2020~~STWD2023 on ~~April 29, 2020~~May 18, 2023 at 2:10:00 ~~p.m.,~~a.m. Eastern ~~time,~~Time, and any adjournments or postponements thereof. 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 shareholders electronically via the Internet. Accordingly, on or about ~~March 20, 2020,~~April 11, 2023, the Company will be mailing athe proxy statement, proxy card and the Notice of ~~Internet Availability~~2023 Annual Meeting of ~~Proxy Materials~~Shareholders to our shareholders containing instructions on how to access the proxy materials on the Internet, how to vote online, by telephone or by ~~telephone and, if desired, how to receive a printed set of the proxy materials.~~mail. 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:

The election of the ~~seven~~nine director nominees identified in this Proxy Statement, each to serve for a one-year term expiring at our ~~2021~~2024 Annual Meeting of Shareholders, and with each elected director holding office until his or her successor has been elected and 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 approval, on an advisory basis, of the frequency of the advisory vote on the Company’s executive compensation;

4.	The ratification of the appointment by the Audit Committee of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the calendar year ending December 31, ~~2020;~~2023; and

4.
5.

The transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

~~2020~~2023 Proxy Statement 1

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OUR BOARD

PROPOSAL 1:

ELECTION OF DIRECTORS

The Board recommends a vote “FOR” our nominees

The members of the Board, who are elected annually, ~~reflects~~reflect our agility, teamwork and drive for excellence. The members of the Board also ~~brings~~bring expertise from key sectors, including real estate, technology/digital, finance/investment, law and management. The Board has unanimously ~~proposed~~selected each of our current directors, Richard D. Bronson, Jeffrey G. Dishner, Camille J. Douglas, Deborah L. Harmon, 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 one-year term expiring at our ~~2021~~2024 Annual Meeting of Shareholders, and with each elected director holding office until his or her successor has been elected and qualified or until his or her earlier resignation or removal.

The Board recommends a vote FOR the election of each of the nominees for director named above. The experience, qualifications, attributes and ~~qualifications~~skills of the nominees are described further in the following table and below:

Business Leadership

Corporate Governance

Strategy & Operations

~~REIT/Real Estate~~

~~Legal/ Regulatory~~

~~Financial/ Accounting~~REIT/Real Estate

~~Risk Oversight/ Management~~

Legal/ Regulatory

Financial/ Accounting

Risk Oversight/ Management

Digital/ Technology

Gender

Race/Ethnicity

Black/African American

Caucasian/White

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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: 75 78 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 ~~in which an affiliate of the Company is a shareholder~~ 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. ~~OTHER~~ 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 Connecticut • Former Chairman of the Board of Trustees of The Archer School for Girls in Los Angeles, CA California

~~2020~~2023 Proxy Statement 3

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JEFFREY G. DISHNER ~~Senior Managing Director~~ President and ~~Global Head of Real Estate Acquisitions,~~Chief Operating Officer, Starwood Capital Group Age: 55 58 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~~President and ~~the Global Head of Real Estate Acquisitions~~Chief Operating Officer of Starwood Capital Group, a privately-held global investment management firm and an affiliate of the Company (August 2022-present); Senior Managing Director and the Global Head of Real Estate Acquisitions (March ~~2009-present)~~2009-August 2022); 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~~ 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,~~Development, LeFrak Age: 68 71 Independent Director since 2010 Committee Membership • Audit Committee • Nominating and Corporate Governance Committee						EXPERIENCE • Senior Managing Director, Acquisitions and ~~Capital Markets,~~Development, at LeFrak, a ~~family owned~~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~~ EDUCATION • BA, Smith College • MCRP, Urban Planning, Harvard University Graduate School of Design	OTHER CURRENT PUBLIC BOARDS • Member of the Board of Directors of Tricon Residential Inc., a rental housing company focused on serving the middle-market demographic, which owns and operates approximately 27,000 single-family rental homes and multi-family rental apartments in 21 markets across the United States and Canada

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DEBORAH L. HARMON Co-Founder and Chief Executive Officer, Artemis Real Estate Partners Age: 64 Independent Director since 2023 Committee Membership • None						EXPERIENCE • Co-Founder and Chief Executive Officer of Artemis Real Estate Partners, LLC, a real estate investment firm that manages institutional, third-party capital (2009-present) • President of Harmon & Co., a strategic and financial advisory services company (2007-2008) • President and Chief Investment Officer of the J.E. Robert Companies, Inc., a fully integrated real estate investment firm (1997-2007) QUALIFICATIONS Ms. Harmon’s 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, Johns Hopkins University • MBA, Wharton School of the University of Pennsylvania OTHER FORMER PUBLIC BOARDS • Forest City Realty Trust, Inc. • Avis Group Holdings, Inc. MISCELLANEOUS • Chairperson of the Pension Real Estate Association Foundation • Member of the Board of Directors of Urban Alliance and Seizing Every Opportunity • Member of the Advisory Council for NYU Stern Center for Business and Human Rights • Previously appointed by President Obama to serve as a Commissioner for the White House Fellows program


SOLOMON J. KUMIN Co-President, Leucadia Asset Management Age: 44 47 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 ~~(2015-2010)~~(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.~~ allocation EDUCATION • BA, Political Science, The Johns Hopkins University ~~OTHER~~ OTHER • Member of the Boards of Trustees of The Johns Hopkins University • Member of the Boards of Trustees of the Fessenden School in West Newton, MA, ~~and~~for which he is the Chairman • Member of the Boards of Trustees of the Thoroughbred Owners and Breeders Association • Member of the Boards of Directors of ~~the Breeders’ Cup,~~ Team Impact and the USUSA 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

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FRED ~~S. RIDLEY~~ ~~Partner, Foley & Lardner LLP~~ PERPALL Chief Executive Officer, The Beck Group Age: 67 48 Independent Director since ~~2014~~ 2020 Committee Membership • ~~Nominating and Corporate Governance~~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 • BS, Architecture, University of Texas at Arlington • M. Arch., University of Texas at Arlington OTHER CURRENT PUBLIC BOARDS • Member of the Board of Directors of FedEx Corporation FORMER PUBLIC BOARDS • Triumph Financial, Inc. MISCELLANEOUS • Member of the Board of Councilors for The Carter Center • President of the United States Golf Association • Former Chairman of the Dallas Citizens Council • Co-Chair of Dallas’ COVID-19 Economic Recovery Task Force


FRED S. RIDLEY Partner, Foley & Lardner LLP Age: 70 Independent Director since 2018 Committee Membership • Nominating and Corporate Governance Committee (Chair)						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, FLFlorida (1986-2001); Associate (1984-1986) • Partner at Bucklew, Ramsey & Ridley, P.A., a law firm that was based in Tampa, FLFlorida (1982-1984); Associate (1980-1982) • Worked at IMG, a sports management firm based in Cleveland, OHOhio (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~~ EDUCATION • BA, Business Administration, University of Florida • JD, Stetson University College of Law ~~OTHER~~ 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 ~~2019~~2021 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~~ 2022

~~2020 Proxy Statement 5~~6 STARWOOD PROPERTY TRUST

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BARRY S. STERNLICHT Chairman of the Board and Chief Executive Officer of the Company Age: 59 62 Director since 2009 Committee Membership • Investment Committee (Chair) ~~Other Public Boards~~ ~~Present~~ ~~• Invitation Homes~~ ~~• Estée Lauder Companies~~ ~~Former~~ ~~• Restoration Hardware~~ ~~• Co-Chairman 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 ~~Company~~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 $60~~approximately $120 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 Mustang Acquisition Corporation, Jaws Hurricane Acquisition Corporation and Jaws Juggernaut Acquisition Corporation, special purpose acquisition companies listed on the New York Stock Exchange and NASDAQ. • 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~~ EDUCATION • BA, magna cum laude, with honors, Brown University • MBA, with distinction, Harvard Business School ~~OTHER~~ OTHER CURRENT PUBLIC BOARDS • Estée Lauder Companies • Jaws Mustang Acquisition Corporation • Jaws Hurricane Acquisition Corp. • Jaws Juggernaut Acquisition Corp. • LOG Commercial Properties e Participacoes SA FORMER PUBLIC BOARDS • Cano Health LLC; Jaws Acquisition Corp.; Jaws Spitfire Acquisition Corp.; Vesper Healthcare Acquisition Corp.; A.S. Roma; Invitation Homes; Restoration Hardware; Starwood Waypoint Homes (Co-Chairman), a predecessor company of Invitation Homes; TRI Pointe Group (Chairman); Baccarat S.A. (Chairman), a crystal maker headquartered in Baccarat, France MISCELLANEOUS • Over the past 2730 years, Mr. Sternlicht has structured investment transactions with an aggregate asset value in excess of ~~$100~~$200 billion • Board Member of Real Estate Roundtable, ~~A.S. Roma (the professional Italian football club based in Rome),~~ the Dreamland Film & Performing Arts Center and the ~~Executive Advisory Board~~Business Committee for the Arts 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: 62 65 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~~ OTHER • 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, ~~examine~~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 (including gender and racial/ethnic background), 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 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 Board is currently comprised of ~~seven~~nine members.

At the Annual Meeting, ~~seven~~nine directors will be elected to serve on the Board, each to serve for a one-year term expiring at our ~~2021~~2024 Annual Meeting of Shareholders, and with each elected director holding office until his or her successor has been elected and qualified or until his or her earlier resignation or removal. Each nominee has agreed to serve as a director if elected, and the Board 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, the proxies may exercise their discretion to vote your shares for such other person as the Board may nominate.

Election of each nominee for one of the ~~seven~~nine 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 shareholder vote, tender his or her written resignation to the Chairman of the Board 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 and recommend to the Board whether the Board should accept such tendered resignation. The Board, after giving due consideration to the best interests of the Company and its shareholders, will make a decision on whether to accept the tendered resignation and promptly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.

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Determination of Director Independence

Pursuant to the Company’s Corporate Governance Guidelines, the Board must be comprised of a majority of directors who qualify as independent directors (“Independent Directors”) under the listing standards of the New York Stock Exchange (the “NYSE”~~) (such directors, “Independent Directors”~~). The Board reviews annually the relationships that each director has with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). Following such annual review, only those directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder 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 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 Chair of the Nominating and Corporate Governance Committee.

The Board considered all relevant facts and circumstances in assessing director independence and has determined that Mr. Bronson, Ms. Douglas, Ms. Harmon, Mr. Kumin, Mr. Perpall, Mr. Ridley and Mr. Zelnick are each Independent Directors. Mr. Sternlicht is not an Independent 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 President and Chief Operating Officer of Starwood Capital Group, an affiliate of our Manager.

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

With respect to Mr. Bronson, the Board 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 shareholder 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 Corporation, in which Mr. Bronson owns less than a 1% equity interest. Mr. Sternlicht serves as the Founder and Chairman of Jaws Mustang Acquisition Corporation.

With respect to Ms. Douglas, the Board took into account ~~certain investments~~an investment 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 venture that developed a hotel in Miami, Florida that was subsequently sold in February 2019, and (ii)~~LeFrak made a minority investment ~~by LeFrak~~ in a hotel management company that is affiliated with Starwood Capital Group. The Board also took into account a small minority investment made by Ms. Douglas in Starwood Distressed Opportunity Fund XII, a fund created and managed by Starwood Capital Group.

With respect to Ms. Harmon, the Board took into account that her brother is employed by Newmark Group Inc. (“Newmark”) and recently served as Chairman of Cushman Wakefield Markets (“Cushman”). Each of these entities has served as a broker in ordinary course real estate transactions involving the Company and Starwood Capital Group from time to time. The total amounts paid from the Company to Newmark were significantly less than 1% of the annual gross revenues of Newmark in each of the last three years and the total amounts paid from the Company to Cushman were significantly less than 1% of the annual gross revenues of Cushman in each of the last three years. In addition, Ms. Harmon’s son is the Chief Operating Officer of Bilt Rewards, a company in which Mr. Sternlicht and certain other executive officers of the Company collectively hold a small minority equity interest.

With respect to Mr. Ridley, the Board 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, see the section of this Proxy Statement entitled “Certain Relationships and Related Transactions—Disclosure

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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 Corporation, in which Mr. Ridley owns less than a 1% equity interest. Mr. Sternlicht serves as the Founder and Chairman of Jaws Mustang Acquisition Corporation.

With respect to Mr. Zelnick, the Board took into account investments of Mr. Sternlicht, our Chairman of the Board and Chief Executive Officer, in three 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.

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 any areas in which the Board or management believes the Board can make a better contribution to the Company. The Nominating and Corporate

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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.

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 ~~five~~seven of ~~seven~~nine 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~~Shareholders’ 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

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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 Chief Executive Officer and as Chairman of the Board. At least once every year, the Board reviews the appropriate leadership structure for the Company. The Board believes that this leadership structure is appropriate and has enabled the Company to attract and retain a strong Chief Executive Officer. This structure results in a leader of the Board with greater substantive knowledge of the Company and the industry in which it operates than would otherwise be the case. The Board believes that Mr. Sternlicht’s deep understanding of the Company’s business, growth opportunities, and challenges enables him to provide strong and effective leadership to the Board and to keep the Board fully informed of important issues facing the Company. Additionally, the Board believes that Mr. Sternlicht’s exceptional leadership and track record of success since his appointment as Chief Executive Officer and Chairman of the Board at the Company’s inception in 2009 make him uniquely qualified to lead discussions of the Board, foster an important unity of leadership between the Board and management, and promote alignment of the Company’s strategy with its operational execution. The Board 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.

Our Corporate Governance Guidelines contemplate that, if the Chairman of the Board 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 to ensure that the Board 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 and management. In addition, the Lead Independent Director’s duties include facilitating communication with the Board and presiding over all meetings of the Board 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. The Lead Independent Director has the authority to call meetings of the Independent Directors and is available for consultation and

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direct communication with interested parties. In performing these duties, the Lead Independent Director consults with the Chairs of the appropriate committees of the Board and solicits their participation in order to avoid diluting the authority or responsibilities of such committee Chairs.

Board and Committee Meetings

The Board 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 shareholder 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 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 comprised of Mr. Zelnick (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 has determined that Mr. Zelnick qualifies as an “audit committee financial expert” as defined in the applicable SEC rules, and the Board 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 ~~2019.~~2022.

The primary purposes of the Audit Committee are to provide assistance to the Board 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’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 comprised of Mr. ~~Zelnick~~Ridley (Chair), Mr. Bronson, Ms. Douglas and Mr. ~~Ridley,~~Zelnick, identifies and recommends to the Board individuals qualified to serve as directors of the Company and on committees of the Board, advises the Board with respect to the Board’s composition, procedures and committees, advises the Board with respect to the corporate governance principles applicable to the Company and oversees the evaluation of the Board 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 ~~2019.~~

The Company’s Bylaws provide certain procedures that a shareholder must follow to nominate persons for election to the Board. Director nominations at an annual shareholder 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 shareholder’s intention to introduce a nomination at an annual shareholder 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 shareholders; or~~

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 shareholder nomination is the same as the deadline for notice of a shareholder proposal submitted outside of Rule 14a-8 with respect to the 2021 annual meeting of shareholders, which is discussed in the section of this Proxy Statement entitled “Shareholder Proposals for the 2021 Annual Meeting.” The Bylaws also provide that the shareholder 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 shareholder 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 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 shareholder and owned beneficially by such beneficial owner.~~2022.

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, 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. The Nominating and Corporate Governance Committee does not ~~feel it needs~~have a formal policy ~~to consider each of the factors listed above, including~~regarding diversity, ~~that it takes~~

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although diversity is taken into account when evaluating director candidates.

Thirty-three percent of our Board identifies as diverse in terms of gender identity or race/ethnicity. The Nominating and Corporate Governance Committee identifies potential nominees by seeking input from fellow directors, executive officers, professional firms and shareholders and stakeholders. The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder. However,intends to seek opportunities to increase the Board’s gender diversity in addition to taking into consideration the needs of the Board and the qualifications of the candidate, the committee may also consider the number of shares held by the recommending shareholder and the length of time that such shares have been held by such shareholder.particular with any new appointments made in connection with regular director turnover.

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, a member of the Board will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating and Corporate Governance Committee requests information from the candidate and reviews the person’s accomplishments and qualifications.

The Nominating and Corporate Governance Committee identifies potential nominees by seeking input from fellow directors, executive officers, professional firms and shareholders and stakeholders. Our newest director standing for election, Ms. Harmon, was first identified as a candidate by the CEO.

The Nominating and Corporate Governance Committee will consider director candidates recommended by our shareholders under the same standards in considering director candidates recommended by other sources. However, in addition to taking into consideration the needs of the Board and the qualifications of the candidate, the committee may also consider the number of shares held by the recommending shareholder and the length of time that such shares have been held by such shareholder.

Shareholders may also directly nominate a candidate for Director pursuant to the advance notice provisions of the Company’s Bylaws. Director nominations must be submitted in writing to the Company’s Secretary at Starwood Property Trust, Inc., 591 West Putnam Avenue, Greenwich, Connecticut 06830 and otherwise satisfy the requirements set forth in the Company’s Bylaws.

While the Board does not maintain an established mandatory retirement age, the Nominating and Corporate Governance Committee will review each director’s continuing Board service upon reaching the age of 77 and every year thereafter. One of the director candidates for re-election, Richard D. Bronson, will be 78 years old at the time of the Annual Meeting. After due consideration, the Nominating and Corporate Governance Committee has determined to nominate Mr. Bronson for re-election at the Annual Meeting. Mr. Bronson brings extensive experience and knowledge in the real estate industry that provides valuable insight into potential investments and the current state of the commercial real estate markets to the Board.

Compensation Committee

The Compensation Committee, presently comprised of Mr. Bronson (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 ~~Amended and Restated~~ 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 additional 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 ~~2019.~~2022.

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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 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, ~~2019.~~2022. The directors who were members of the Compensation Committee during the calendar year ended December 31, ~~2019~~2022 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.

Investment Committee

The Investment Committee, currently comprised of Mr. Sternlicht (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 when such portfolios are also reviewed by the full Board. In addition, with respect to investments made by the Company, (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 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 and the Investment Committee of the Manager.

Disclosure Committee

~~We maintain~~The Company also maintains 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

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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.

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~~
Service on Other Boards

The ~~members~~Company does not have a policy limiting the number of other public company boards of directors upon which a director may sit, in general. However, the Nominating and Corporate Governance Committee considers the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee or a director is a member. Although the Company does not impose a limit on outside directorships, it does recognize the substantial time commitments attendant to Board membership and expects that the members of its Board be fully committed to devoting all such time as is necessary to fulfill their Board responsibilities, both in terms of preparation for, and attendance and participation at, meetings.

In addition, in recognition of the enhanced time commitments associated with membership on a public company’s audit committee, the Board has adopted a policy that no member of the Audit Committee may serve simultaneously on the audit committees of more than two other public companies.

Our Chairman and CEO, Barry S. Sternlict, currently serves on five outside public company boards. However, three of those boards are special purchase acquisition companies (SPACS), formed for the ~~Compensation Committee~~limited purpose of ~~the Board, including their respective Chairs, are comprised entirely of Independent Directors who serve in oversight roles. Through these committees,~~identifying acquisition targets and consummating a business combination. Despite Mr. Sternlict’s outside commitments, the Board is ~~actively involved~~satisfied that Mr. Sternlict demonstrates adequate dedication and availability to fulfil his roles with the Company.

Board and Role 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.~~Risk Oversight

With respect to cybersecurity risks, the Board 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, 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~~members attend the Board’s meetings and isare 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.

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

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involved in the oversight of risk, compliance, possible conflicts of interest and related party transactions. The Nominating and Corporate Governance Committee oversees risk associated with our corporate governance practices and policies. The Audit Committee oversees the Company’s risk, policies for risk management and specific risks associated with major financial exposures, legal matters, operational risks and compliance with laws and regulations. The Compensation Committee oversees risks associated with the Company’s compensation policies and practices.

Environmental, Social and Governance Risk Oversight

The Board considers environmental, social and governance (“ESG”) risks, including the impact of climate change, as part of the Company’s risk profile. Given the depth and breadth of risks relating to ESG matters, we share responsibility for such risks across the entire Board and all of its committees, leveraging the risk oversight expertise of each Board committee based on subject matter. The Board oversees ESG risks as part of its oversight of our business, strategy and enterprise risk management. Each committee provides an update to the full Board on matters discussed and reviewed in its meeting held prior to the Board meeting, including with respect to ESG risks. In addition, the Board receives quarterly strategic updates, where topics relating to ESG matters, such as diversity and inclusion goals, human capital strategy, and environmental and social business risks are discussed. The Board reviews these topics and their related risks to ensure that they advance the Company’s strategy. Finally, the Board periodically reviews changes in the Company’s enterprise risk portfolio, including changes to ESG risks, and discusses any additional Board or management action needed to help oversee and manage these risks.

Cybersecurity Risk Oversight

Oversight of cybersecurity is a joint responsibility of the Board and the Audit Committee, with each receiving 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 cybersecurity risk as part of its quarterly internal oversight of information technology (IT) risk. The Company has implemented a comprehensive cybersecurity program that employs various controls and activities aimed at identifying, protecting against, detecting, and responding to cybersecurity threats. These controls and activities include hardware and software inventory tracking, endpoint protection, and network security measures to safeguard Company assets from unauthorized access and attacks. The Company prioritizes data protection through data classification and access management designed to permit access only by authorized personnel.

To maintain a robust cybersecurity posture, the Company utilizes on-premises and cloud-based security solutions, with real-time monitoring provided by specialized managed security services providers. Annual risk assessments are conducted to identify emerging information security and third-party risks. Controls and related activities are maintained to align with the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). The Company manages business continuity and disaster recovery through high availability design, annual impact analysis and tests, and immutable backups to protect against ransomware incidents. Additionally, the Company provides training to employees on a monthly basis that includes various topics on cybersecurity risk management best practices. The Company maintains a cybersecurity insurance policy to mitigate risks associated with cybersecurity incidents.

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.

~~2020~~2023 Proxy Statement 1517

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Number of Meetings of the Board and Attendance in ~~2019~~
2022

The Board met ~~six~~seven times during ~~2019,~~2022, including both regularly scheduled and special meetings. Each director attended at least 75% of the meetings of the Board and of the committees of the Board on which such director served during the calendar year ended December 31, ~~2019.~~2022. The Company expects each director serving on its Board to regularly attend meetings of the Board 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 or the Chair of the appropriate committee in advance of such meeting. Additionally, the Company expects each director to attend the annual meetings of shareholders, 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 in advance of such meeting. Each director then in office attended our ~~2019~~2022 annual meeting of shareholders.

~~Hedging~~Anti-Hedging Policy

Pursuant to 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 ~~Company~~the Company’s legal counsel.

How to Communicate with the Board

The Board casts a wide net for information and values input from a variety of stakeholders, including shareholders. We have therefore created a variety of means for our shareholders to communicate with us. These include:

writing to us via mail (as described below);

writing to the Board’s dedicated email address (provided below);

attending our annual meeting;

voting your proxies;

~~16 STARWOOD PROPERTY TRUST~~

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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, 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 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, 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 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.

~~2020 Proxy Statement 17~~18 STARWOOD PROPERTY TRUST

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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 ~~2019,~~2022, each non-executive director was entitled to receive ~~$100,000,~~a $110,000 annual 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 annual 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 ~~2019~~2022 each non-executive director was entitled to an equity award of ~~$120,000,~~$140,000, 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~~2022 Equity Plan (the ~~“2017~~“2022 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, ~~2019.~~2022.

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

119,435

—

—

—

—

286,935

Camille J. Douglas

112,500

119,435

—

—

—

—

231,935

Solomon J. Kumin

110,000

119,435

—

—

—

—

229,435

Fred S. Ridley

102,500

119,435

—

—

—

—

221,935

Strauss Zelnick

140,000

119,435

—

—

—

—

259,435

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	177,500	127,065	—	—	—	—	304,565
Camille J. Douglas	122,500	127,065	—	—	—	—	249,565
Solomon J. Kumin	120,000	127,065	—	—	—	—	247,065
Fred Perpall	122,500	127,065					249,565
Fred S. Ridley	120,000	127,065	—	—	—	—	247,065
Strauss Zelnick	142,500	127,065	—	—	—	—	249,565

(1)

On September ~~24, 2019,~~29, 2022, each of the non-executive directors was granted an annual equity award equal to ~~4,861~~6,887 restricted shares of common stock. When these awards were issued, the closing price per share of common stock on the day before the grant date was used to determine the amount of shares to be issued. As such, the number of shares was determined by dividing $140,000 by the closing price of $20.33 per share of common stock on September 28, 2022. The amounts reported in this column for such awards are based on a closing price of ~~$24.57~~$18.45 per share of common stock on ~~the date of grant.~~September 29, 2022.

(2)	As of December 31, ~~2019,~~2022, each of the non-executive directors held ~~4,861~~6,887 unvested restricted stock awards, for a total unvested share count of ~~24,305.~~41,322.

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 ~~2020,~~2023, it is expected that each non-executive director ~~is contemplated to~~will 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 ~~2019, except that the annual stock retainer paid to each non-employee director has been increased to $130,000 for 2020.~~2022.

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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

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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 3, 2020, 7,498,820~~February 28, 2023, 17,262,553 shares of common stock were available for issuance under the ~~2017~~2022 Equity Plan (determined on a combined basis with the ~~2017~~2022 Manager Equity Plan (defined below)) and ~~24,305~~41,332 shares of common stock were subject to unvested awards granted to non-executive directors under the ~~2017~~2022 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.Plan.

~~2020 Proxy Statement 19~~20 STARWOOD PROPERTY TRUST

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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~~approximately 4,500 employees across its 1316 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~~STWD			29 ~~Years~~31 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 2931 years of experience and broad operating expertise across virtually every real estate asset class

+$61B94B			+$17B28B
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 ~~provider~~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

~~20 STARWOOD PROPERTY TRUST~~2023 Proxy Statement 21

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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~~$1.4 billion investment in an affordable housing fund, which consists of ~~our approximately $2.3 billion owned real estate portfolio is invested in rent-restricted~~15,057 units of rent restricted multi-family properties. This ~~makes us~~fund, which the Company manages, is one of the largest providers and owners of affordable housing in the U.S.
	As of December ~~2019,~~2022, we owned ~~approximately~~ 15,057 apartment units that provide housing to approximately ~~35,000~~40,000 people, ~~90%~~98% of whom represent households earning around 60% ~~or less~~ 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 ~~transporation~~transportation to medical and retail destinations at seniors-only communities.
	Since the purchase of our infrastructure lending platform in 2018, we have financed ~~$700~~$840 million of renewable energy assets, including wind, hydro, solar and geothermal projects.
	~~In 2019,~~Since 2018, our renewable portfolio generated over ~~5,700~~11,200 gigawatt hours of energy, avoiding approximately ~~4.1M~~11.2 million tons of CO2 emissions. ~~94% of our renewable portfolio is located in the U.S. with the remainder in Europe.~~
	As of year-end 2022, the Company’s Commercial Real Estate Lending portfolio included $4.2 billion of loans where the underlying asset has or is seeking an energy certification. This represents 25% of our Commercial Real Estate Lending portfolio.
	Our residential lending business has deployed ~~approximately $3.6~~over $13.4 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 ~~41%~~35% on average and realizing average water bill savings of approximately ~~42%~~37%. ~~To date,~~In 2022, the value of these savings iswas approximately ~~$16~~$25 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~~(such as bike storage and repair ~~facilities~~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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To further our commitment to sustainability, we have aligned our social and environmental disclosures with market-leading frameworks SASB (Sustainability Accounting Standards Board) and TCFD (Task Force on Climate-related Financial Disclosures). The Company has identified the Mortgage Finance, Real Estate, and applicable portions of the Asset Management & Custody Activities and Commercial Bank Sector Standards as most relevant to our business, as well as TCFD alignment, which highlights our climate-related considerations for the organization. The disclosures are publicly available on our website and can be viewed at the following link: https://www.starwoodpropertytrust.com/corporate-responsibility (note that information provided on our website is not incorporated by reference into this proxy statement). In addition, an affiliate of our Manager, Starwood Capital Group, is proud to be both carbon neutral and a signatory of the United Nations-supported Principles for Responsible Investment.

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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.

During 2022, our management team held approximately 100 individual and group meetings with shareholders representing approximately 35% 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. For example, as disclosed in the Company’s Current Report on Form 8-K filed on March 20, 2020, we recently amended our Bylaws to provide shareholders with the power to amend our Bylaws, subject to eligibility requirements that are tied to Rule 14a-8 under the Exchange Act. Previously, only the Board could amend the Bylaws.

During 2019, our management team held 187 individual and group meetings (either in-person or telephonically) with shareholders representing approximately 34% 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.

OUR PEOPLE

We have approximately 300 employees across ~~eight~~ offices located in Greenwich, New York, Miami Beach, ~~Atlanta,~~ Los Angeles, ~~San Francisco,~~ 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

The following chart lists the names, ages and positions of the executive officers of the Company. For additional information on Mr. Sternlicht see the section of this Proxy Statement entitled “Our Board—Proposal 1: Election of Directors.”

Name	Age	Position(s)
Barry S. Sternlicht	5962	Chairman of the Board and Chief Executive Officer
Jeffrey F. DiModica, CFA	5255	President
Andrew J. Sossen	4346	Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President
Rina Paniry	4649	Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer


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~~ EDUCATION • BS/BA, with a concentration in Finance, Boston University • MBA, Amos Tuck School at Dartmouth College • Chartered Financial Analyst ~~OTHER~~ OTHER • ~~Member~~Advisory Board member of the ~~Young Presidents Organization~~ ~~• Serves on the Board of Virtual Enterprises International,~~Posse Foundation, a non-profit ~~focused on teaching career and entrepreneurial skills~~that has given full scholarships to over 10,000 inner city ~~high school students~~ leaders to attend 64 national universities • Founding President of MitoAction, a non-profit organization that provides education, support and advocacy for patients and families affected by mitochondrial disease

~~2020~~2023 Proxy Statement 2325

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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~~ EDUCATION • BA, University of Pennsylvania • JD, University of Pennsylvania ~~OTHER~~ 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~~ EDUCATION • BAcc/BA in Management Information Systems, Florida International University • MAcc, Florida International University • Certified Public Accountant in Florida

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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;

Employee Stock Purchase Plan (ESPP) with a discounted share purchase plan;

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; and ~~• Affinity groups; and~~ • Targeted college recruitment ~~programs; and~~programs.	4640%
		of employees identify as female
		3746%
		of employees identify as ~~Hispanic and 15% of employees identify as other minorities.~~racially diverse

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Employee Training, Talent Management

Management and leadership training opportunities, including women in leadership training;

~~1-on-1~~One-on-one coaching;

Professional designations;

On average, 10-20% of employees participate in some form of management and leadership training programs each year; and

Approximately ~~25%~~30% of job openings are filled internally.

~~2020 Proxy Statement 25~~28 STARWOOD PROPERTY TRUST

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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 stock as of ~~March 3, 2020~~February 28, 2023 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⁾

64,409

*

Jeffrey F. DiModica

305,765

*

Jeffrey G. Dishner

336,097

*

Camille J. Douglas⁽¹⁾

35,909

*

Solomon J. Kumin⁽¹⁾

30,117

*

Rina Paniry

199,927

*

Fred S. Ridley⁽¹⁾

9,889

*

Andrew J. Sossen

171,648

*

Barry S. Sternlicht⁽³⁾

8,781,663

3.1

Strauss Zelnick⁽¹⁾⁽⁴⁾

57,409

*

Directors and Executive Officers as a Group (10 persons)

9,992,833

3.5

Directors and Named Executive Officers	Amount and Nature of Beneficial Ownership	Percent of Class (%)
Richard D. Bronson⁽¹⁾⁽²⁾	84,557	*
Jeffrey F. DiModica⁽³⁾	1,006,650	*
Jeffrey G. Dishner	610,202	*
Camille J. Douglas⁽¹⁾	56,057	*
Deborah Harmon⁽⁴⁾	—	*
Solomon J. Kumin⁽¹⁾	50,265	*
Rina Paniry	415,170	*
Fred S. Ridley⁽¹⁾	30,037	*
Fred Perpall⁽¹⁾	20,148	*
Andrew J. Sossen	275,726	*
Barry S. Sternlicht⁽⁵⁾	14,071,010	4.5%
Strauss Zelnick⁽¹⁾⁽⁶⁾	77,557	*
Directors and Executive Officers as a Group (14 persons)	16,697,379	5.4%

*	Less than 1%

(1)	Includes ~~4,861~~6,887 shares of unvested restricted common stock granted to each of the non-executive directors pursuant to the ~~2017~~2022 Equity Plan.

(2)	Includes 15,000 shares owned by Mr. Bronson’s spouse.

(3)	Includes ~~253,421~~350,544 shares of which are pledged in connection with a line of credit held by Mr. DiModica.

(4)	Ms. Harmon joined the Board on April 6, 2023.

(5)	Includes 1,974,378 shares owned in a trust of which Mr. Sternlicht is the trustee and ~~229,675~~275,000 shares issuable upon the vesting on March 31, ~~2020~~2023 of restricted stock units granted to the Manager.

~~(4)~~
(6)

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 stock by each person, entity or group known to the Company to be the beneficial owner of more than five percent of our common stock based on a review of publicly available statements of beneficial ownership filed with the SEC on Schedules 13D and ~~13G through March 3, 2020.~~13G.

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

17,606,586

6.2

The Vanguard Group⁽²⁾
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

26,820,117

9.51

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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	28,015,810	9.02%
BlackRock, Inc.⁽²⁾ 55 East 52nd Street New York, New York 10055	16,911,825	5.44%

(1)

Based on information as of December ~~31, 2019~~30, 2022 set forth in Schedule 13G/A filed with the SEC on February ~~6, 2020~~9, 2023 by The Vanguard Group, which has sole voting power with respect to no shares of common stock, shared voting power with respect to 107,300 shares of common stock, sole dispositive power with respect to 27,606,817 shares of common stock and shared dispositive power with respect to 408,993 shares of common stock.

(2)

Based on information as of December 31, 2022 set forth in Schedule 13G/A filed with the SEC on February 1, 2023 by BlackRock, Inc., which has sole voting power with respect to ~~16,485,232~~15,473,444 shares of common stock and sole dispositive power with respect to ~~17,606,586~~16,911,825 shares of common stock. BlackRock, Inc. did not report any shared voting or dispositive power with respect to ~~shares of common stock.~~

~~(2)~~

Based on information as of December 31, 2019 set forth in Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, which has sole voting power with respect to 155,834 shares of common stock, shared voting power with respect to 41,317 shares of common stock, sole dispositive power with respect to 26,672,273 shares of common stock and shared dispositive power with respect to 147,844 shares of common stock.

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 ~~282,970,469~~310,649,263 shares of common stock outstanding as of ~~March 3, 2020.~~February 28, 2023. In accordance with SEC rules, each listed person’s beneficial ownership includes:

all shares of our common stock the investor actually owns beneficially or of record;

all shares of our common 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 stock the investor has the right to acquire within 60 days.

~~2020 Proxy Statement 27~~30 STARWOOD PROPERTY TRUST

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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. All~~Agreement, 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, 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 and Chief Executive Officer, does not receive any direct compensation from the Manager or the Company for his services as Chairman of the Board 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 ~~2019,~~2022, 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 ~~the~~a 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 ~~the~~a 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.”

~~28 STARWOOD PROPERTY TRUST~~2023 Proxy Statement 31

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~~details, see the section of this Proxy Statement entitled “Certain Relationships and Related Transactions—Management Agreement—Reimbursement of Expenses.”~~

The annual base salary for ~~2019~~2022 of Mr. DiModica, the Company’s President, was ~~$450,000~~$500,000 and his cash bonus for ~~2019~~2022 was ~~$2,550,000.~~$2,800,000. Mr. Sossen’s annual base salary for ~~2019~~2022 was ~~$400,000~~$425,000 and his cash bonus for ~~2019~~2022 was ~~$1,500,000.~~$1,475,000. Ms. Paniry’s annual base salary for ~~2019~~2022 was $600,000 and her cash bonus for ~~2019~~2022 was ~~$1,300,000.~~$1,575,000.

Messrs. DiModica’s and Sossen’s and Ms. Paniry’s annual base salaries were recommended by the Chairman of the Board 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 ~~2019.~~2022. Messrs. DiModica’s and Sossen’s and Ms. Paniry’s cash bonuses for ~~2019~~2022 were recommended by the Chairman of the Board 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 ~~2019.~~2022. In approving Messrs. DiModica’s and Sossen’s and Ms. Paniry’s cash 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 21% of the cash compensation paid to our named executive officers was ~~for~~ fixed pay (i.e., base salary) and approximately 79% 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 ~~2019.~~2022. Rather, it took into consideration a range of factors, including the performance of the price per share of the common stock, profitability of the Company (including net income attributable to the Company and Distributable Earnings, a non-GAAP financial measure defined below), 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.

Equity-Based Compensation

The Compensation Committee may grant our named executive officers certain equity-based awards. Where appropriate, these awards are designed to align the interests of our named executive officers with those of our shareholders by allowing our named executive officers to share in the creation of value for our shareholders 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 ~~2019,~~2022, the Company granted ~~68,645, 25,686~~40,652, 30,957 and ~~34,322~~48,913 restricted shares of common stock to Messrs. DiModica and Sossen and Ms. Paniry, respectively, pursuant to the 2022 Equity Plan, which, in each case, vest annually in equal amounts over a three-year period, subject to such grantee's continued service to the Company, with the first vesting having occurred upon the first anniversary of the ~~grant~~effective date (March 15, ~~2020), subject to such grantee’s continued service to the Company, pursuant to the 2017 Equity Plan.~~2023). In determining each of these equity-based awards for ~~2019,~~2022, the Compensation Committee did not apply any fixed metrics. Rather, the Compensation Committee took into consideration a range of factors, including the performance of the common stock, profitability of the Company (including net income attributable to the Company and Distributable Earnings, a non-GAAP financial measure defined below), 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~~

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dispositions. Messrs. DiModica’s and Sossen’s and Ms. Paniry’s equity-based awards for ~~2019~~2022 were recommended by our Chairman of the Board 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 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 “Our Board—How the Board is Structured and Operates—Board and Committee Meetings—Compensation Committee.”

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 ~~2019,~~2022, 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 ~~sixteen~~twelve other publicly traded mortgage REITs and ~~specialized finance companies~~six other entities including diversified REITs and retail 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:

Mortgage REITs		~~Real Estate~~Other (including Diversified REITs and Retail REITs)
AGNC Investment ~~Companies~~Corp.
	~~Colony Capital,~~DigitalBridge Group, Inc.
	~~iStar Inc.~~
	~~Realty Income Corporation~~
	~~Spirit Realty Capital, Inc.~~
	~~VEREIT, Inc.~~
	~~W. P. Carey Inc.~~

	~~Diversified Financial Companies~~
	Annaly Capital Management, Inc.
	Realty Income Corporation
Apollo Commercial Real Estate Finance, Inc.		Spirit Realty Capital, Inc.
Arbor Realty Trust, Inc.		Walker & Dunlop, Inc.
Blackstone Mortgage Trust, Inc.
	~~Capstead Mortgage Corporation~~iStar Inc.
	Chimera Investment Corporation
	W. P. Carey Inc.
KKR Real Estate Finance, ~~Trust~~ Inc.

Ladder Capital Corp
	~~MFA Financial,~~
New York Mortgage Trust, Inc.

Redwood Trust, Inc.

TPG RE Finance Trust, Inc.
MFA Financial, Inc.

Meridian does not, and did not in the calendar year ended December 31, ~~2019,~~2022, 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 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 ~~2019~~2022 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 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 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.

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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 service as our Chairman of the Board 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

~~2020 Proxy Statement 31~~

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for Mr. DiModica’s cash compensation. In addition, from time to time, ~~(but not in 2019),~~ 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 over ~~4,000~~4,500 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 29 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 that the CD&A be included in this Proxy Statement.

Respectfully submitted by the Compensation Committee of the Board.

Richard D. Bronson (Chair)

Solomon J. Kumin

Strauss Zelnick

Pay Ratio Disclosure

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 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.

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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, ~~2019,~~2022, as well as for the calendar years ended December 31, ~~2018~~2021 and ~~2017.~~2020. 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.~~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
($)

Total ($)

Barry S. Sternlicht
Chairman and Chief Executive Officer⁽²⁾

2019

—

—

—

—

—

—

2018

—

—

—

—

—

—

2017

—

—

—

—

—

—

Jeffrey F. DiModica
President

2019

450,000

2,550,000

1,554,809

4,554,809

2018

450,000

2,500,000

1,449,405

—

—

4,399,405

2017

425,000

2,350,000

1,257,868

—

—

4,032,868

Andrew J. Sossen
Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President

2019

400,000

1,500,000

579,990

2,479,990

2018

400,000

1,425,000

573,209

—

—

2,398,209

2017

370,000

1,400,000

616,987

—

—

2,386,987

Rina Paniry
Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer

2019

600,000

1,300,000

774,991

2,674,991

2018

600,000

1,225,000

1,734,822

—

—

3,559,822

2017

600,000

1,100,000

654,100

—

—

2,354,100

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⁾	2022	—	—	—	—	—	—
	2021	—	—	—	—	—	—
	2020	—	—	—	—	—	—
Jeffrey F. DiModica President	2022	500,000	2,800,000	964,265	—	—	4,264,265
	2021	484,615	2,815,000	10,100,023	—	—	13,399,638
	2020	450,000	2,250,000	2,085,623	—	960,000	5,745,623
Andrew J. Sossen Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President	2022	425,000	1,475,000	717,583	—	—	2,617,583
	2021	400,000	1,738,000	2,215,364	—	30,941	4,384,305
	2020	400,000	1,500,000	501,128	—	—	2,401,128
Rina Paniry Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer	2022	600,000	1,575,000	1,133,803	—	—	3,308,803
	2021	600,000	1,575,000	2,500,396	—	30,941	4,706,337
	2020	600,000	1,325,000	682,378	—	87,832	2,695,210

(1)

Represents the aggregate grant date fair value of awards of restricted shares of common 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 stock on the date of grant as reported by the NYSE. With respect to ~~2019,~~2022, on ~~May 28, 2019,~~March 17, 2022, Mr. DiModica received an award of ~~68,645~~40,652 restricted shares of common stock. The amount reported in this column is based on a closing price of ~~$22.65~~$23.72 per share of common stock on the date of grant as reported by the NYSE. On March 15, ~~2019,~~2022, Mr. Sossen received an award of ~~25,686~~30,957 restricted shares of common stock. The amount reported in this column is based on a closing price of ~~$22.58~~$23.18 per share of common stock on the date of grant as reported by the NYSE. On March 15, ~~2019,~~2022, Ms. Paniry received an award of ~~34,322~~48,913 restricted shares of common stock, and the amount reported in this column with respect to such award is based on a closing price of ~~$22.58~~$23.18 per share of common 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 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.

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Grants of Plan-Based Awards During Calendar Year Ended December 31, ~~2019~~
2022

The following table provides information regarding plan-based awards granted to the Company’s named executive officers during the calendar year ended December 31, ~~2019.~~2022.

	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		~~May 28, 2019~~March 17, 2022		~~68,645~~40,652⁽¹⁾		~~1,554,809~~964,265


Andrew J. Sossen Restricted Stock Award		March 15, ~~2019~~2022		~~25,686~~30,957⁽¹⁾		~~579,990~~717,583


Rina Paniry Restricted Stock Award		March 15, ~~2019~~2022		~~34,322~~48,913⁽¹⁾		~~774,991~~1,133,803

(1)	The restricted shares received by Mr. DiModica, Mr. Sossen and Ms. Paniry pursuant to this award vest in annual installments over a three-year period with the first vesting having occurred on March 15, ~~2020.~~2023.

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Outstanding Equity Awards Atat December 31, ~~2019~~
2022

The following table provides information regarding outstanding equity awards of the Company’s named executive officers as of December 31, ~~2019.~~2022.

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 ($)^(11)(13)
	Barry S. Sternlicht	—	—
	Jeffrey F. DiModica
	Restricted Stock Award	~~18,737~~40,652⁽¹⁾	~~465,802~~745,151
	Restricted Stock Award	~~46,123~~53,851⁽²⁾	~~1,146,618~~987,088
	Restricted Stock Award	~~68,645~~500,000⁽³⁾	~~1,706,515~~9,165,000
Restricted Stock Unit Award
	20,122⁽⁴⁾	368,836
Andrew J. Sossen
	Restricted Stock Award	~~8,994~~30,957⁽⁴⁾⁽⁵⁾	~~223,591~~567,442
	Restricted Stock Award	~~18,137~~16,155⁽⁵⁾⁽⁶⁾	~~450,886~~296,121
	Restricted Stock Award	~~25,686~~16,400⁽⁶⁾⁽⁷⁾	~~638,554~~300,612
Restricted Stock Award
	64,461⁽⁸⁾	1,181,570
Rina Paniry
	Restricted Stock Award	~~9,743~~48,913⁽⁷⁾⁽⁹⁾	~~242,211~~896,575
	Restricted Stock Award	~~21,889~~21,998^(8)(10)	~~544,161~~403,223
	Restricted Stock Award	~~45,746~~23,917^(9)(11)	~~1,137,246~~438,398
	Restricted Stock Award	~~34,322~~64,461^(10)(12)	~~853,245~~1,181,570

(1)

Reflects a restricted stock award granted to Mr. DiModica, which vests in annual installments over a three-year period that began on March ~~15, 2017.~~17, 2022. The remaining ~~18,737 unvested~~40,652 restricted shares that had not vested as of December 31, ~~2019 vested~~2022 and the vesting dates for such restricted shares are as follows: 13,550 shares on March 15, ~~2020.~~2023, 13,550 shares on March 15, 2024 and 13,552 shares on March 15, 2025.

(2)

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.~~27, 2020. The ~~number of~~remaining 53,851 restricted shares that had not vested as of December 31, ~~2019 and the vesting dates for such restricted shares are as follows: 23,061~~2022 became vested on March 15, ~~2020 and 23,062 on March 15, 2021.~~2023.

(3)	Reflects a restricted stock award granted to Mr. DiModica which cliff vests on January 1, 2024.

(4)

Reflects a restricted stock unit award granted to Mr. DiModica which vests in annual installments over a three-year period that began on ~~May 28, 2019.~~March 15, 2021. The number of restricted ~~shares~~stock units that had not vested as of December 31, ~~2019~~2022 and the vesting dates for such restricted ~~shares~~stock units are as follows: ~~22,881~~10,060 on March 15, ~~2020, 22,881~~2023 and 10,062 on March 15, ~~2021 and 22,883 on March 15, 2022.~~

~~(4)~~

Reflects a restricted stock award granted to Mr. Sossen, which vests in annual installments over a three-year period that began on March 27, 2017. The remaining 8,994 unvested restricted shares as of December 31, 2019 vested on March 15, 2020.2024.

(5)

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 of restricted shares that had not vested as of December 31, 2019 and the vesting dates for such restricted shares are as follows: 9,068 on March 15, 2020 and 9,069 on March 15, 2021.

~~(6)~~

Reflects a restricted stock award granted to Mr. Sossen, which vests in annual installments over a three-year period that began on March 15, ~~2019.~~2022. The remaining 30,957 restricted shares that had not vested as of December 31, 2022 and the vesting dates for such restricted shares are as follows: 10,319 shares on March 15, 2023, 10,319 shares on March 15, 2024 and 10,319 shares on March 15, 2025.

(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 remaining 16,155 restricted shares that had not vested as of December 31, 2022 became vested on March 15, 2023.

(7)

Reflects a restricted stock award granted to Mr. Sossen which vests in annual installments over a three-year period that began on March 15, 2021. The number of restricted shares that had not vested as of December 31, ~~2019~~2022 and the vesting dates for such restricted shares are as follows: ~~8,562~~8,200 shares on March 15, ~~2020, 8,562~~2023 and 8,200 shares on March 15, ~~2021 and 8,562~~2024.

(8)	Reflects a restricted stock award granted to Mr. Sossen which cliff vests on March 15, ~~2022.~~2024.

~~(7)~~
(9)

Reflects a restricted stock award granted to Ms. Paniry, which vests in annual installments over a three-year period that began on March 15, ~~2017.~~2022. The remaining ~~9,743 unvested~~48,913 restricted shares that had not vested as of December 31, ~~2019 vested~~2022 and the vesting dates for such restricted shares are as follows: 16,304 shares on March 15, ~~2020.~~2023, 16,304 shares on March 15, 2024 and 16,305 shares on March 15, 2025.

~~(8)~~
(10)

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.~~20, 2020. The ~~number of~~remaining 21,998 restricted shares that had not vested as of December 31, ~~2019 and the vesting dates for such restricted shares are as follows: 10,944~~2022 became vested on March 15, ~~2020 and 10,945 on March 15, 2021.~~2023.

~~(9)~~

~~Reflects a restricted stock award granted to Ms. Paniry which is subject to a cliff vesting schedule. The 45,746 unvested restricted shares as of December 31, 2019 will vest on September 18, 2020.~~

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~~(10)~~

(11)

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.~~2021. The number of restricted shares that had not vested as of December 31, ~~2019~~2022 and the vesting dates for such restricted shares are as follows: ~~11,440~~11,958 shares on March 15, ~~2020, 11,440~~2023 and 11,959 shares on March 15, ~~2021 and 11,442~~2024.

(12)	Reflects a restricted stock award granted to Ms. Paniry which cliff vests on March 15, ~~2022.~~2024.

~~(11)~~
(13)

The amount reported in this column is based on a closing price of ~~$24.86~~$18.33 per share of common stock on December ~~31, 2019.~~30, 2022.

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Stock Vested in Calendar Year Ended December 31, ~~2019~~
2022

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, ~~2019~~2022 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

41,795

943,731

Andrew J. Sossen

18,060

407,795

Rina Paniry

31,696

715,696

Name	Number of Shares Acquired on Vesting (#)⁽¹⁾	Value Realized on Vesting ($)⁽²⁾
Barry S. Sternlicht	—	—
Jeffrey F. DiModica	86,793	2,011,861
Andrew J. Sossen	32,917	763,016
Rina Paniry	45,398	1,052,325

(1)	Represents the vesting of restricted stock awards under the 2017 Equity ~~Plan or its predecessor plan.~~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 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 a 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~~cause or by such named executive officer for any reason, any and all unvested awards of restricted ~~shares of common~~ stock and restricted stock units that the Company has granted to such named executive officer under the ~~2017~~2022 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~~ stock and restricted stock units that the Company has granted to a named executive officer under the ~~2017~~2022 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~~cause, and in the case of Ms. Paniry, by such named executive officer for good reason (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~~the named executive officer’s service to the Company. Assuming, for the sake of analysis, that a termination of service without ~~Cause~~cause or a Change in Control took place on ~~the last business day of the calendar year ended~~ December 31, ~~2019,~~2022, the value of the vested awards of restricted ~~shares of common~~ 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, ~~2019.~~2022.” Under both the ~~2017~~2022 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 transactions

~~36 STARWOOD PROPERTY TRUST~~2023 Proxy Statement 39

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~~Company, provided, however, that a transaction or series of transactions~~ effected with the Manager and/or any affiliates of the Manager through the acquisition of common 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 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.

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Pay Versus Performance

Pay Versus Performance
					VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:⁽⁵⁾
YEAR⁽¹⁾	SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)⁽²⁾⁽³⁾	COMPENSATION ACTUALLY PAID TO PEO ($)⁽³⁾	AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS ($)⁽²⁾	AVERAGE COMPENSATION ACTUALLY PAID TO NON -PEO NAMED EXECUTIVE OFFICERS ($)⁽⁴⁾	TOTAL SHAREHOLDER RETURN ($)	PEER GROUP TOTAL SHAREHOLDER RETURN ($)⁽⁶⁾	NET INCOME ($000)	COMPANY SELECTED MEASURE (DISTRIBUTABLE EARNINGS) ($000)⁽⁷⁾
2022	—	—	3,396,884	1,578,165	99.49	69.19	871,475	726,297
2021	—	—	7,496,760	9,094,143	120.03	91.49	447,739	794,116
2020	—	—	3,613,987	3,643,526	88.37	77.80	331,689	585,299

(1)	Mr. Sternlicht served as the Company’s principal executive officer for the entirety of 2020, 2021 and 2022 and the Company’s other named executive officers for the applicable years were as follows:

-	2022: Jeffrey F. DiModica, Andrew J. Sossen, Rina Paniry

-	2021: Jeffrey F. DiModica, Andrew J. Sossen, Rina Paniry

-	2020: Jeffrey F. DiModica, Andrew J. Sossen, Rina Paniry

(2)

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Sternlicht and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s named executive officers for the applicable year other than the principal executive officer for such years.

(3)

(4)

Amounts reported in this column represent the compensation actually paid to the Company’s named executive officers other than Mr. Sternlicht in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

	Other Named Executive Officers Average(a)
	2022	2021	2020
Summary Compensation Table - Total Compensation(b)	$3,396,884	$7,496,760	$3,613,987
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year(c)	$(938,550)	$(4,938,594)	$(1,089,710)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(d)	$736,389	$5,828,590	$1,775,664
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(e)	$(1,554,917)	$378,157	$(238,795)
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f)	$—	$—	$—
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g)	$(61,641)	$329,230	$(417,620)
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h)	$—	$—	$—
= Compensation Actually Paid	$1,578,165	$9,094,143	$3,643,526

(a)	Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year.

(b)	Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year.

(c)	Represents the average aggregate grant date fair value of the stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with FASB ASC 718.

(d)	Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC 718.

(e)	Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported named executive officers as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718.

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(f)	Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported named executive officers and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(g)

Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(h)

Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported named executive officers’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.

(5)	Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

(6)	The TSR Peer Group consists of the Bloomberg REIT Mortgage Index (BBREIT:IND), an independently prepared index that includes companies in the U.S. mortgage REIT industry.

(7)

As noted in the CD&A, for 2022, the Compensation Committee determined that Distributable Earnings continues to be viewed as a core driver of the Company’s performance and stockholder value creation. Distributable Earnings, a non-GAAP financial measure, is used to compute the Company’s incentive fees to its external manager and is an appropriate supplemental disclosure for a mortgage REIT. For the Company’s purposes, Distributable Earnings is defined as GAAP net income (loss) excluding non-cash equity compensation expense, the incentive fee due to the Company’s external manager, acquisition costs associated with successful acquisitions, depreciation and amortization of real estate and associated intangibles, any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period and, to the extent deducted from net income (loss), distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein. The amount is adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash adjustments as determined by the Company’s external manager and approved by a majority of the Company’s independent directors. Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for additional information regarding Distributable Earnings, including reconciliations of GAAP net income to Distributable Earnings for each of the years presented above.

Relationship Between Pay and Performance

We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance. However, it should be noted that the Compensation Committee does not currently evaluate “Compensation Actually Paid” as calculated above (pursuant to Item 402(v)(2) of Regulation S-K) as part of its executive compensation determinations.

The following is a list of performance measures, which in the Company’s assessment represent the most important performance measures used by the Company to link compensation actually paid to the Named Executive Officers for 2022:

Profitability of the Company:

○	Net Income Attributable to the Company

○	Distributable Earnings

Performance of the Company’s common stock

Investment activity of the Company

Completed acquisitions and dispositions

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The following is a graphical representation of the relationship between average “Compensation Actually Paid” to the Company's non-PEO named executive officers and (i) the Company's total shareholder return (which is also compared to its peer group total shareholder return), (ii) Net Income Attributable to the Company and (iii) Distributable Earnings, the Company-Selected Measure.

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Equity Compensation Plan Information

The following table provides information regarding the number of shares of our common stock that may be issued under the Company’s equity compensation plans as of December 31, ~~2019.~~2022, including the 2017 Equity Plan, 2022 Equity Plan, 2017 Manager Equity Plan, 2022 Manager Equity Plan and the ESPP.

(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

1,305,597

N/A

7,498,820

Equity compensation plans not approved by security holders

—

—

—

Total

1,305,597

N/A

7,498,820

	(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	1,825,000⁽¹⁾	N/A	19,159,351⁽²⁾
Equity compensation plans not approved by security holders	—	—	—
Total	1,825,000	N/A	19,159,351

(1)	Represents unvested RSUs under the 2017 Manager Equity Plan and 2022 Manager Equity Plan.

(2)	Includes 17,227,316 shares reserved for issuance under the 2022 Manager Equity Plan and 2022 Equity Plan (on a combined basis) and 1,932,035 shares reserved for issuance under the ESPP.

~~2020 Proxy Statement 37~~44 STARWOOD PROPERTY TRUST

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PROPOSAL 2:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are providing shareholders 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 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~~2022 Equity Plan, which we believe serve to align the interests of our named executive officers with the interests of our shareholders in receiving attractive risk-adjusted dividends and growth.

This proposal gives our shareholders 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 shareholders 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 shareholders 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 the Board. However, the Board and the Compensation Committee will consider the voting results as appropriate when making decisions regarding executive compensation.

Recommendation of the Board

The Board 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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PROPOSAL 3:

ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

In addition to the say-on-pay proposal (Proposal 2), we are asking stockholders to cast an advisory vote on the frequency with which the Company should provide stockholders with an opportunity to vote to approve, on an advisory basis, its executive compensation. Pursuant to Section 14A of the Exchange Act, we are asking stockholders whether future say-on-pay votes should be held every one, two or three years. This non-binding vote is held at least every six years, and we held our last say-on-frequency vote at the 2017 annual meeting of stockholders. We have held annual say-on-pay votes starting with the 2011 annual meeting of stockholders.

After careful consideration of this proposal, our Board of Directors recommends that stockholders vote for holding a say-on-pay vote on an annual basis for a number of reasons. The Board of Directors believes that holding an annual advisory vote on the Company’s executive compensation has worked well. Holding an annual advisory vote on the Company’s executive compensation will continue to allow stockholders to provide the Company with timely feedback on the most recent executive compensation disclosures and other information presented in its proxy statements. It also gives the Board of Directors and the Compensation Committee the opportunity to evaluate individual compensation decisions each year in light of the ongoing feedback from stockholders.

Stockholders are not voting to approve or disapprove the Board of Director’s recommendation. Instead, stockholders will be able to specify one of four choices with respect to this proposal: one year, two years, three years or abstain. The option that receives the highest number of votes cast by stockholders will be considered by the Board of Directors as stockholders’ recommendation as to the frequency of the advisory vote on the Company’s executive compensation.

The say-on-frequency vote is an advisory vote, and therefore it will not bind the Company or our Board of Directors. However, the Board of Directors and the Compensation Committee will consider the voting results as appropriate when adopting a policy on the frequency of future say-on-pay votes. Notwithstanding the Board of Director’s recommendation and the outcome of the stockholder vote, the Board of Directors may in the future decide to hold say-on-pay votes more or less frequently and may vary its policy based on various factors, including discussions with stockholders and adoption of material changes to compensation programs.

Recommendation of the Board

The Board recommends a vote to approve, on an advisory basis, holding the advisory vote on the Company’s executive compensation every ONE YEAR.

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OUR AUDITORS

PROPOSAL 3:4:

RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP TO BE THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CALENDAR YEAR ENDING DECEMBER 31, 2023

Proposed Independent Registered Public Accounting Firm

Deloitte ~~& Touche LLP, independent certified public accountants,~~has served as the independent registered public accounting firm of the Company and its subsidiaries for the calendar year ended December 31, ~~2019.~~2022. 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, ~~2020~~2023 and has further directed that the appointment of the independent registered public accounting firm be submitted for ratification by the shareholders at the Annual Meeting.

Although there is no requirement that ~~Deloitte & Touche LLP’s~~Deloitte’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 shareholders choose not to ratify the appointment of ~~Deloitte & Touche LLP.~~Deloitte. The Audit Committee may terminate the appointment of Deloitte ~~& Touche LLP~~ as our independent registered public accounting firm without the approval of the shareholders 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 shareholders.

Recommendation of the Board and its Audit Committee

The Board 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, ~~2020.~~2023.

~~2020~~2023 Proxy Statement 3947

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, ~~2020.~~2023. 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~~Deloitte’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, ~~2019~~2022 and ~~2018~~2021 and fees billed for other services rendered by Deloitte ~~& Touche LLP~~ during those periods.

2019 ($)

2018 ($)

Audit Fees⁽¹⁾

2,505,500

2,648,560

Audit Related Fees⁽²⁾

3,790

5,390

Tax Fees⁽³⁾

47,750

88,452

All Other Fees⁽⁴⁾

—

11,600

Total Fees

2,557,040

2,754,002

	2022 ($)	2021 ($)
Audit Fees⁽¹⁾	2,811,720	2,789,221
Audit Related Fees	—	—
Tax Fees⁽²⁾	53,250	48,850
All Other Fees⁽³⁾	3,790	3,790
Total Fees	2,868,760	2,841,861

(1)

Audit Fees primarily represent, for the calendar years ended December 31, ~~2019~~2022 and ~~2018,~~2021, 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, accounting consultations, 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, 2019 and 2018, 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, ~~2019~~2022 and ~~2018,~~2021, fees for professional services for tax compliance, tax advice and tax planning.

~~(4)~~
(3)

All Other Fees ~~primarily~~ represent, for the calendar years ended December 31, ~~2019~~2022 and ~~2018,~~2021, fees ~~in connection with due diligence, agreed upon procedures~~for the Company’s subscription to Deloitte’s online accounting and ~~transactions completed or contemplated during those years.~~reporting technical library.

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 Chair to pre-approve additional services and, if the Chair 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, ~~2019~~2022 and ~~2018,~~2021, 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 ~~three~~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, ~~2019.~~2022. 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, ~~2019~~2022 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

~~2020~~2023 Proxy Statement 4149

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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 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. The terms of the Management Agreement, as 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 shareholders’ equity, per annum, calculated and payable quarterly in arrears in cash. For purposes of calculating the base management fee, the Company’s 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 stock since inception. It also excludes (1) any unrealized gains and losses and other non-cash items that have impacted 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 Independent Directors and approval by a majority of the Independent Directors. As a result, the Company’s shareholders’ equity, for purposes of calculating the management fee, could be greater or less than the amount of 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

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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 stock of all of the Company’s public offerings of common 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 stock outstanding (including any restricted stock units, any restricted shares of common stock and any other shares of common 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, 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 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 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 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 the Board 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 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~~(also referred to as Distributable Earnings) 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 (loss) 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 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 Independent Directors. Because the Manager’s personnel perform certain legal, accounting and 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.

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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;

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 shareholders and proxy materials with respect to any meeting of the Company’s 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;

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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 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. 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 ~~2019~~2022

For the calendar year ended December 31, ~~2019,~~2022, the Company incurred ~~$77.0~~$86.7 million in base management fees, of which ~~$57.7~~$64.9 million was paid during the calendar year ended December 31, ~~2019.~~2022 and $21.8 million was paid in February 2023. For the calendar year ended December 31, ~~2019,~~2022, the Company incurred ~~$20.2~~$49.6 million in incentive ~~compensation~~fees payable to the Manager, of which ~~$2.1~~$35.1 million was paid during the calendar year ended December 31, ~~2019.~~2022. One half of the incentive ~~fee paid~~fees incurred during the calendar year ended December 31, ~~2019 was~~2022 were paid in common stock, as required by the Management Agreement. In ~~February 2019,~~March 2023, an additional ~~$18.1~~$14.5 million of the total incentive ~~fee~~fees was paid, one half of which was similarly paid in common stock. The Company also was obligated to reimburse the Manager for ~~$7.7~~$8.6 million of certain expenses incurred on the Company’s behalf during the calendar year ended December 31, ~~2019,~~2022, of which ~~$4.2~~$3.7 million was paid during the calendar year ended December 31, ~~2019.~~2022.

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. The independent directors of the Board have approved the Management Agreement. Mr. Sternlicht and Mr. Dishner recused themselves from such approval.

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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 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

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~~award of restricted stock units vests 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. On November 23, 2022, the Company granted to the Manager 1,500,000 restricted stock units. 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,~~April 28, 2022, at the Company’s ~~2017~~2022 annual meeting of shareholders, shareholders approved the Starwood Property Trust, Inc. ~~2017~~2022 Manager Equity Plan (the ~~“2017~~“2022 Manager Equity Plan”), which allows for the issuance of up to ~~11,000,000~~18,700,000 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~~2022 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~~2022 Equity Plan. The ~~2017~~2022 Manager Equity Plan succeeded and replaced the previous manager equity plan.

SEREF and Related 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, ~~2019,~~2022, the Company’s shares represented an approximate 2% ownership interest in SEREF.

~~In June 2016, the~~The Company ~~co-originated a GBP-denominated $108.9 million first mortgage loan~~co-originates, along with SEREF ~~for~~and/or certain other investment funds affiliated with the ~~development of~~Manager, various foreign currency denominated loans to third party borrowers in which each lender holds a ~~three-property mixed use portfolio located in Greater London, England (the “Greater London Loan”). The Company originated $87.1 million~~separate portion of the ~~Greater London Loan commitment~~loan. The loans are independently underwritten and ~~SEREF originated $21.8 million of such commitment. In June 2017,~~legally separate, and the transaction is directly between 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,~~third party borrower. As a result, the Company ~~and SEREF amended the Greater London Loan by increasing the total commitment~~does not consider these to ~~$98.3 million, of which the Company’s share is $78.6 million. The Greater London Loan bears interest at one-month LIBOR plus 5.75% and has an extended maturity of June 2020.~~

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.

In December 2018, the Company co-originated a GBP-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”). 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.

~~In September 2019, the Company co-originated a Euro-denominated $80.2 million first mortgage loan with SEREF. The loan was to a third~~be related party borrower for the development of a Grade A office building and convention center in Dublin, Ireland. The Company originated $64.2 million of the loan and SEREF originated $16.0 million. The loan bears interest at one-month Euribor (floor of 0.0%) plus 7.8% and matures in May 2022.

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In November 2019, the Company and SEREF, an affiliate of our Manager, 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 of $26.4 million bears interest at three-month Euribor (floor of 0.0%) plus 8.95% and matures in November 2023.

~~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. During the year ended December 31, 2019, the Company recognized a loss of $114.4 million and did not receive any distributions, which reduced the Company’s investment carrying value to zero as of December 31, 2019. During the period included in the Company’s year ended December 31, 2019, SCG Core-Plus reported unrealized decreases in the fair value of its real estate properties, which resulted in a $47.2 million decrease to the Company’s investment. In addition, the Company provided an impairment charge of $71.9 million against the remainder of the investment based on its estimate of the fair value of the underlying retail assets as of December 31, 2019. 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.transactions.

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 ~~have~~had an initial maturity of September 2020 with two one-year extension ~~options.~~options, both of which were exercised. During 2022, the loan agreement was amended to extend the maturity to September 2023. In August 2020, the Company received a $245.0 million partial repayment on the loans. The outstanding balance as of December 31, 2022 is $29.4 million.

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Energy Loans

In January 2018, the Company acquired a $130.0 million first mortgage participation from a third party, which ~~bears~~bore interest at three-month LIBOR plus 4.00% and ~~matures in~~had a December ~~2024.~~2024 maturity date. The loan iswas secured by ~~four~~three coal-fired power plants located in the United States. Starwood Energy Group, an affiliate of the Manager, iswas the borrower under the loan. In March 2022, the loan was paid off in full.

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~~four domestic natural gas power plants. ~~Our~~The Company’s outstanding participations, totaling ~~$81.0~~$62.0 million as of December 31, 2022, bear interest at one-month LIBOR plus 3.75% and mature in December 2025. Starwood Energy Group (which became Lotus Infrastructure Partners effective January 1, 2023), an affiliate of the Manager, is the borrower under the term loan.

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 bore interest at a fixed rate of 10.5% plus fees and contained a term of 36 months with two one-year extension options. In March 2022, the Company originated a new loan with a total commitment of $200.0 million to the same borrower, a portion of the proceeds of which were used to repay the loan originated in February 2020. The new loan has a term of 24 months with three one-year extension options and bears interest at SOFR plus 6.50% and fees. Certain members of the Company’s executive team and board of directors own equity interests in the borrower. The outstanding balance of this loan was $135.0 million as of December 31, 2022.

Lease 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 serve as the Company’s new Miami Beach office following the expiration of the Company’s former lease in Miami Beach. The lease, which commenced on July 1, 2022 and was amended in September 2022, is for 64,424 square feet of office space and has an initial term of 15 years from the monthly lease payment commencement date of November 1, 2022. 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. 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 and the subsequent amendment were approved by the Company’s independent directors. In April 2020, the Company provided a $1.9 million cash security deposit to the landlord. During the year ended December 31, 2022, the Company made payments to the landlord under the terms of the lease of $4.4 million for reimbursements relating to tenant improvements and $1.1 million for rent, parking, and the Company’s pro rata share of building operating expenses.

In December 2021, the Company entered into a sublease with SH Group Hotels & Residences U.S., L.L.C. (“SH Group”), an affiliate of the Manager, for office space in Los Angeles, California. The sublease commenced December 20, 2021. The sublease was for approximately 5,500 square feet of office space, had an initial term of 4.5 years, and required monthly lease payments based on an annual base rate of

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~~Residential Mortgage Loans~~

~~During~~$59.16 per square foot that increased by 3% annually in April, which is equal to that specified in the ~~year ended December 31, 2019~~original lease between the affiliate and the third party landlord. In November 2022, the sublease was terminated and the original lease was assigned to the Company ~~acquired $353.0 million of loans from a residential mortgage originator in which~~by SH Group with the Company holds an equity interest. Also, in September 2019 and October 2019, the Company amended a $2.0 million subordinated loan to this residential mortgage originator, which was entered into in June 2018, to extend the maturity from September 2019 to September 2020 and increase the total commitment to $4.5 million. The subordinated loan bears interest at a fixed rate of 8.0%.landlord's consent.

Other Related Party Arrangements

During 2016, the Company established a co-investment fund ~~which~~that 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, ~~2019,~~2022, the Fund Participants have 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 ~~2019,~~2022, the non-controlling interests related to this fund received cash distributions of ~~$1.3~~$1.9 million.

~~In November 2018, the Company engaged~~ Highmark Residential (“Highmark”) ~~(formerly known as Milestone Management)~~, an affiliate of the Manager, ~~to provide~~provides property management services for the Company’s Woodstar I ~~Portfolio.~~and Woodstar II Portfolios. Fees paid by the Company to ~~Milestone~~Highmark are calculated as 3% of gross receipts. During the year ended December 31, ~~2019,~~2022, property management fees ~~paid to~~charged by Highmark were ~~$1.6~~$5.6 million.

Ms. Harmon, one of our directors, has a brother who is an employee of Newmark. In 2022, the Company paid a total of $560,251 to Newmark in exchange for real estate broker services in the ordinary course of business.

Disclosure Regarding Fred Ridley

One of our directors, Mr. Ridley, is a partner with Foley & Larder LLP (“Foley”). In fiscal year ~~2019,~~2022, Foley collected no legal fees ~~of $37,847~~directly from the Company and ~~$1,318,488~~$582,724 from 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 ~~2019~~2022 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 20 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 ~~approximately 0.15%~~less than 0.1% of the law firm’s consolidated gross annual revenue for ~~2019.~~2022.

~~Other than the $37,847 of fees paid to Foley in 2019 for non-material matters, the remaining $1,318,488~~The $582,724 in payments in ~~2019~~2022 to Foley were paid by or on behalf of trusts for which a subsidiary of the Company, LNR

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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

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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 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 party vendors in connection with major decisions in accordance with the servicing standard. In general, under the servicing agreements, a CCR has the authority to remove the special servicer without cause at any time. Foley is one of over ~~103~~73 law firms retained to provide the trusts with legal services. In ~~2019,~~2022, the trusts serviced by LNR paid approximately ~~$19.6 million~~$19,536,873 to various law firms for legal services related to defaulted loans. Foley received approximately ~~6.7%~~3% of that total amount. The Company considers these services to be transactional support for the ~~loan being~~loans in special ~~serviced.~~servicing. 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

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 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 does not have a written policy regarding the approval of related party transactions. However, it is the practice of the Board 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 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 disclosures under “-SEREF and Related Transactions”), it is the practice of the Board 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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INFORMATION CONCERNING THE ANNUAL MEETING AND VOTING

Shareholders Entitled to Vote

The Board has fixed ~~March 3, 2020~~February 28, 2023 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 3, 2020,~~February 28, 2023, the Company had outstanding ~~282,970,469~~310,649,263 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~~our 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/~~STWD2020~~STWD2023. 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/STWD2023 following the Annual Meeting.

The meeting will begin promptly at 2:10:00 ~~p.m.~~a.m., Eastern ~~time.~~Time on May 18, 2023. We encourage you to access the meeting prior to the start time. Online access will open at 1:9:45 ~~p.m.~~a.m., Eastern ~~time,~~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/~~STWD2020~~STWD2023.

Quorum

The presence in person (i.e., virtually via live webcast for this year’s Annual Meeting) 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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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 the 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, ~~2020~~2023 (Proposal 3)4), 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) and the advisory proposal regarding the frequency of future advisory votes on executive compensation (Proposal 3).

If you hold your shares in street name, please ensure that your shares are voted 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~~nine 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~~for the approval, on an advisory basis, of the Company’s executive compensation as disclosed in this Proxy Statement (Proposal 2) and to approve 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, ~~2020~~2023 (Proposal 3)4). On Proposal 3, the approval, on an advisory basis, of the frequency of future advisory votes on executive compensation, the selection of every one year, two years or three years that receives the highest number of votes cast by stockholders will be considered by the Board of Directors as stockholders’ recommendation as to the frequency of the advisory vote on executive compensation. 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) isand the advisory vote regarding the frequency of future advisory votes on executive compensation (Proposal 3) are non-binding, the Board will review the results of ~~the vote~~these votes and will take them into account as appropriate when making decisions regarding executive compensation and the frequency of future advisory votes on executive compensation.

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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,~~Time, on ~~April 28, 2020,~~May 17, 2023, 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~~enclosed 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

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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.~~provided to you. If submitted by mail, your proxy must be received by the close of business on ~~April 28, 2020,~~May 17, 2023, 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~~Virtually at the Annual Meeting: Shareholders of record may vote ~~in person~~virtually during the ~~virtual~~ Annual Meeting by visiting www.virtualshareholdermeeting.com/~~STWD2020~~STWD2023. To vote, you will need your 16-digit control number included in your proxy materials or on your proxy ~~card, or on the instructions that accompanied your proxy materials.~~card.

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~~virtually during 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 time to be voted at the Annual 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 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;

Every ONE YEAR as the frequency of future advisory votes on executive compensation; 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, ~~2020.~~2023.

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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,~~virtually during the meeting, (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,~~Time, on ~~April 28, 2020~~May 17, 2023 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~~allows its proxy solicitor, Innisfree M&A Incorporated (“Innisfree”), and its Inspector of Election, ~~Computershare Trust Company N.A.~~American Election Services, LLC (“~~Computershare”~~AES”), examine these documents. Occasionally, shareholders provide written comments on their proxy card, which then may be forwarded to the Company’s management by ~~Computershare.~~AES.

Tabulation of Voting Results

~~Computershare,~~AES, 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/~~STWD2020~~STWD2023 and for ten days prior to the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., Eastern ~~time,~~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 shareholder for any purpose germane to the Annual Meeting, by contacting the Secretary of the Company.

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Availability of Annual Report and Proxy Materials on the Internet

This Proxy Statement and our annual report for the calendar year ended December 31, ~~2019~~2022 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.~~on your proxy card. 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 ~~vote~~ vote:

FOR the election of each of the ~~nominees for~~ director ~~named in this Proxy Statement,~~ nominees;

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

Every ONE YEAR as the frequency of future advisory votes on executive compensation; and

Householding

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 shareholders sharing the same address by delivering a single proxy statement and annual report addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement and annual report to multiple shareholders sharing an address unless contrary instructions have been received from the affected 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.

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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 persons 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 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 ~~2021~~2024 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 ~~2021~~2024 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 20, 2020.~~December 13, 2023. 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 ~~2021~~2024 annual meeting of shareholders, any such proposal or nomination should be received no earlier than ~~November 20, 2020~~December 13, 2023 and no later than ~~December 20, 2020.~~January 12, 2024 and must otherwise meet the requirements set forth in our Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than management’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 19, 2024.

By Order of the Board,

Andrew J. Sossen

Secretary

Dated: ~~March 20, 2020~~
April 11, 2023

Greenwich, Connecticut

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INFORMATION CONCERNING THE ANNUAL MEETING AND VOTING			5058
Shareholders Entitled to Vote			5058
Attending the Virtual Annual Meeting			5058
Quorum			5058
Broker Non-Vote			5159
Required Vote			5159
How to Vote			5160
How Shares Will be Voted			5260
Revocation of Proxies			5261
Confidentiality of Voting			5361
Tabulation of Voting Results			5361
Solicitation of Proxies			5361
List of Shareholders			5361
Availability of Annual Report and Proxy Materials on the Internet			5362
Recommendations of the Board			5462
Householding			5462
Other Matters			5463

SHAREHOLDER PROPOSALS FOR THE ~~2021~~2023 ANNUAL MEETING			5564

	2019 ($)	2018 ($)
Audit Fees⁽¹⁾	2,505,500	2,648,560
Audit Related Fees⁽²⁾	3,790	5,390
Tax Fees⁽³⁾	47,750	88,452
All Other Fees⁽⁴⁾	—	11,600
Total Fees	2,557,040	2,754,002