STARWOOD PROPERTY TRUST, INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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STARWOOD PROPERTY TRUST, INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | | | No fee required. | |||
☐ | | | Fee | |||
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0-11. |
| | 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 www.virtualshareholdermeeting.com/ 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 At the Annual Meeting, we are seeking to elect 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 |
| | 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 |
1. | The election of the |
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, |
5. | The transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
1. | The election of the |
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, |
5. | The transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Experience/ Qualifications | | | Richard Bronson | | | Jeffrey Dishner | | | Camille Douglas | | | Deborah Harmon | | | Solomon Kumin | | | Fred Perpall | | | Fred Ridley | | | Barry Sternlicht | | | Strauss Zelnick | ||
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2 STARWOOD PROPERTY TRUST |
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RICHARD D. BRONSON Chairman, The Bronson Companies Lead Independent Director Age: 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 FORMER PUBLIC BOARDS • Mirage Resorts • TRI Pointe Group, Inc., a homebuilding and design company based in Irvine, California, in which an affiliate of the Company was a shareholder and which, after a 2015 reorganization, became the successor issuer to TRI Pointe Homes, Inc. MISCELLANEOUS • Serves on the Advisory Board of the Neurosurgery Division at UCLA Medical Center in Los Angeles, where he and his wife, Edie Baskin Bronson, were the recipients of the department’s 2018 “Visionary Award” • Served as a Trustee and Vice President of the International Council of Shopping Centers, an association representing more than 70,000 industry professionals in 100 countries • Former member of the Board of Trustees of The Forman School in Litchfield, Connecticut • Former Chairman of the Board of Trustees of The Archer School for Girls in Los Angeles, California |
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JEFFREY G. DISHNER Age: 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) • • Commercial Mortgage Finance Group of J.P. Morgan & Co., where he focused on whole-loan dispositions and securitizations for various thrift institutions (1993-1994) • Member of the Acquisitions Group at JMB Realty Corporation (1987-1991) QUALIFICATIONS Mr. Dishner’s experience in the commercial real estate markets enables him to provide important perspectives on the Company’s investments and the current state of the global commercial real estate markets EDUCATION • BS, Economics, Wharton School of the University of Pennsylvania • MBA, Amos Tuck School at Dartmouth College |
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CAMILLE J. DOUGLAS Senior Managing Director, Acquisitions and Age: 71 Independent Director since 2010 Committee Membership • Audit Committee • Nominating and Corporate Governance Committee | | | | | EXPERIENCE • Senior Managing Director, Acquisitions and • Adjunct Professor in Finance and Economics at Columbia Business School (2005-present) • Founder and Principal of Mainstreet Capital Partners, a private firm focusing on global real estate financial advisory services and transactions for clients in the United States, the U.K., Brazil and India (1999-2010) • Senior Vice President, Finance, at Olympia & York (US) (1982-1994) • Vice President at Morgan Stanley & Co (1977-1982) QUALIFICATIONS Ms. Douglas’s over 40 years of experience in commercial real estate investment, development and finance enables her to provide important perspectives on the Company’s investments as well as potential financings for the Company’s investments EDUCATION • BA, Smith College • MCRP, Urban Planning, Harvard University Graduate School of Design | 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 |
4 STARWOOD PROPERTY TRUST |
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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 |
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SOLOMON J. KUMIN Co-President, Leucadia Asset Management Age: 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 (2005-2010), joined 2005 • Vice President, Institutional Sales at Sanford C. Bernstein, a subsidiary of AllianceBernstein LP (2001-2005) • Started his career at Lazard Asset Management as a Marketing Associate in 1999 QUALIFICATIONS Mr. Kumin’s experience and knowledge in the asset management industry enable him to provide valuable insight on the Company’s operations, management, capital markets and portfolio allocation EDUCATION • BA, Political Science, The Johns Hopkins University OTHER • Member of the Boards of Trustees of The Johns Hopkins University • Member of the Boards of Trustees of the Fessenden School in West Newton, MA, • Member of the Boards of Trustees of the Thoroughbred Owners and Breeders Association • Member of the Boards of Directors of Team Impact and the • Member of the Trust Board of Boston Children’s Hospital and the Johns Hopkins Lacrosse Advisory Board |
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FRED PERPALL Chief Executive Officer, The Beck Group Age: 48 Independent Director since 2020 Committee Membership • Audit Committee • Investment Committee | | | | | EXPERIENCE • Chief Executive Officer of The Beck Group, one of the world’s largest integrated design-build firms (2013-present); has served in various other roles with The Beck Group since 1999 • Alumnus of the 183rd class of Harvard Business School’s Advanced Management Program • Former Americas Fellow at The Baker Institute at Rice University QUALIFICATIONS Mr. Perpall brings deep leadership and public company experience as well as real estate acumen to the Board EDUCATION • 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 |
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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, • Partner at Bucklew, Ramsey & Ridley, P.A., a law firm that was based in Tampa, • Worked at IMG, a sports management firm based in Cleveland, QUALIFICATIONS Mr. Ridley has over 35 years of experience and knowledge in the legal and real estate industries enabling him to provide valuable insight into the current state of the commercial real estate markets and potential new investments EDUCATION • BA, Business Administration, University of Florida • JD, Stetson University College of Law OTHER • Has over 35 years of experience in representing financial institutions and developers of single-family and multifamily real estate projects, including coordination of acquisition and financing issues, environmental and coastal permitting, and negotiations of entitlements with local and state governmental entities • Recognized by Chambers and Partners for his work in real estate law in its annually published Chambers USA: America’s Leading Business Lawyers each year from 2004 to • Recognized by The Legal 500 in the area of real estate and has been selected for inclusion in The Best Lawyers in America© 2006 — 2022 |
6 STARWOOD PROPERTY TRUST |
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BARRY S. STERNLICHT Chairman of the Board and Chief Executive Officer of the Company Age: 62 Director since 2009 Committee Membership • Investment Committee (Chair) | | | | | EXPERIENCE • Starwood Property Trust Chairman of the Board and Chief Executive Officer since its inception (2009-present) • Chairman of the Board and Chief Executive Officer of Starwood Capital Group, a privately-held global investment firm with • 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 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 • BA, magna cum laude, with honors, Brown University • MBA, with distinction, Harvard Business School 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 • Board Member of Real Estate Roundtable, the Dreamland Film & Performing Arts Center and the • 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: 65 Independent Director since 2009 Committee Membership • Audit Committee (Chair) • Nominating and Corporate Governance Committee • 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 • 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) |
8 STARWOOD PROPERTY TRUST |
10 STARWOOD PROPERTY TRUST |
2023 Proxy Statement 11 |
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2023 Proxy Statement 13 |
14 STARWOOD PROPERTY TRUST |
2023 Proxy Statement 15 |
16 STARWOOD PROPERTY TRUST |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2) | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total ($) | |
| Richard D. Bronson | | | 167,500 | | | 123,080 | | | — | | | — | | | — | | | — | | | 290,580 | |
| Camille J. Douglas | | | 112,500 | | | 123,080 | | | — | | | — | | | — | | | — | | | 235,580 | |
| Solomon J. Kumin | | | 110,000 | | | 123,080 | | | — | | | — | | | — | | | — | | | 233,080 | |
| Fred Perpall | | | 56,250 | | | 123,080 | | | — | | | — | | | — | | | — | | | 179,330 | |
| Fred S. Ridley | | | 102,500 | | | 123,080 | | | — | | | — | | | — | | | — | | | 225,580 | |
| Strauss Zelnick | | | 140,000 | | | 123,080 | | | — | | | — | | | — | | | — | | | 263,080 | |
Name | | | Fees Earned or Paid in Cash ($) | | | 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 29, |
(2) | As of December 31, |
STWD | | | |
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 |
+$ | | | +$ |
Capital deployed since our inception in August 2009 | | | Portfolio across our Commercial and Residential Lending, Infrastructure Lending, Investing & Servicing and Property Business Segments |
~300 | | | | | ||
Employees and ~50 additional people employed by the Manager or other providers that are fully dedicated to the Company’s business and operations | | | We have the size and expertise to successfully execute large, complex real estate transactions | | | We are one of the largest commercial mortgage special servicing businesses in the United States |
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: | ||||||
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| | As of December | ||||
| | In every one of our communities, we have preserved all in-place affordability restrictions on our properties. We provide support services to residents such as Soldiers to Scholars program, which offers free rent, utilities and maintenance to military veterans who are obtaining a college degree and free transportation to medical and retail destinations at seniors-only communities. | ||||
| | Since the purchase of our infrastructure lending platform in 2018, we have financed | ||||
| | Since 2018, our renewable portfolio generated over | ||||
| | As of year-end | ||||
| | | Our residential lending business has deployed over | |||
| | 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 |
Through our commercial real estate lending business, we evaluate environmental risks associated with our investments. | | | • We utilize a Phase I environmental site assessment to identify environmental conditions that may have a material impact on the property being assessed. • We assess a property’s sustainability and marketability by reviewing characteristics including LEED certification, tenant amenities (such as bike storage and repair facilities), neighborhood walkability ratings and electric car charging stations. • We conduct periodic property site visits which include physical inspection of the assets that include environmental considerations. |
We are, in other words, a company that is: | ||||||
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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. |
2023 Proxy Statement |
Name | | | Age | | | Position(s) | ||
Barry S. Sternlicht | | | | | Chairman of the Board and Chief Executive Officer | |||
Jeffrey F. DiModica, CFA | | | | | President | |||
Andrew J. Sossen | | | | | Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President | |||
Rina Paniry | | | | | Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer |
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JEFFREY F. DIMODICA, CFA President of the Company | | | | | EXPERIENCE • President of the Company since September 2014 • Managing Director of an affiliate of the Manager since July 2014 • Director of the Company from its inception in 2009 until July 2014 • Managing Director and the Head of MBS/ABS/CMBS Sales and Strategy, where Mr. DiModica was responsible for the distribution of mortgage-backed securities (“MBS”), asset-backed securities (“ABS”) and CMBS to institutional clients, including banks, hedge funds, insurance companies and money managers, Royal Bank of Scotland (2007-2014); joined 2001 • Sold derivative and MBS products to institutional clients for Merrill Lynch in Boston (1993-2001) • Chemical Bank, Merchant and Investment Banking Group of the Commercial Real Estate Department (1989-1991) EDUCATION • BS/BA, with a concentration in Finance, Boston University • MBA, Amos Tuck School at Dartmouth College • Chartered Financial Analyst OTHER • 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 |
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ANDREW J. SOSSEN Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President of the Company | | | | | EXPERIENCE • Chief Operating Officer of the Company since July 2011; General Counsel, Chief Compliance Officer, Secretary and Executive Vice President since January 2010 • General Counsel of KKR & Co.’s asset management business and of KKR Financial Holdings LLC, a publicly traded specialty finance company, where Mr. Sossen was a member of senior management and was integrally involved in the policy and strategic decision-making, as well as the day-to-day operations, of the businesses (2006-2009) • Began career at Simpson Thacher & Bartlett LLP, where Mr. Sossen was a member of the firm’s corporate department, specializing in capital markets and mergers and acquisitions EDUCATION • BA, University of Pennsylvania • JD, University of Pennsylvania OTHER • Former Trustee of Starwood Waypoint Residential Trust, a publicly traded REIT that is a predecessor company of Invitation Homes |
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RINA PANIRY Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer of the Company | | | | | EXPERIENCE • Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer of the Company since May 2014 • Employee of Starwood Capital Operations, LLC since May 2014 • Chief Financial Officer (2013-2014) of LNR Property LLC, a wholly-owned subsidiary of the Company that was acquired by the Company in 2013; previously Chief Accounting Officer (2006-2013) • Spent 11 years at Deloitte & Touche in various roles, principally in the real estate industry and in the functional areas of audit and mergers and acquisitions EDUCATION • BAcc/BA in Management Information Systems, Florida International University • MAcc, Florida International University • Certified Public Accountant in Florida |
and Satisfaction | | | Diversity and Inclusion | ||||||
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• 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 • Targeted college recruitment programs. | | | | | ||
| of employees identify as female | ||||||||
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| of employees identify as racially |
2023 Proxy Statement 27 |
| Directors and Named Executive Officers | | | Amount and Nature of Beneficial Ownership | | | Percent of Class (%) | |
| Richard D. Bronson(1)(2) | | | 72,560 | | | * | |
| Jeffrey F. DiModica | | | 967,316 | | | * | |
| Jeffrey G. Dishner | | | 482,158 | | | * | |
| Camille J. Douglas(1) | | | 44,060 | | | * | |
| Solomon J. Kumin(1) | | | 38,268 | | | * | |
| Rina Paniry | | | 265,921 | | | * | |
| Fred S. Ridley(1) | | | 18,040 | | | * | |
| Fred Perpall(1) | | | 8,151 | | | * | |
| Andrew J. Sossen | | | 207,613 | | | * | |
| Barry S. Sternlicht(3) | | | 11,174,610 | | | 3.9 | |
| Strauss Zelnick(1)(4) | | | 65,560 | | | * | |
| Directors and Executive Officers as a Group (11 persons) | | | 13,344,257 | | | 4.7 | |
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 |
(2) | Includes 15,000 shares owned by Mr. Bronson’s spouse. |
(3) | Includes |
(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 |
(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. |
| Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class (%) | |
| The Vanguard Group(1) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | | 23,455,132 | | | 8.24% | |
| BlackRock, Inc.(2) 55 East 52nd Street New York, New York 10055 | | | 18,537,320 | | | 6.5% | |
2023 Proxy Statement 29 |
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 |
(2) | Based on information as of December 31, |
32 STARWOOD PROPERTY TRUST |
Mortgage REITs | | | Other (including Diversified REITs and Retail | |||||
AGNC Investment Corp. | | | ||||||
Annaly Capital Management, Inc. | | | ||||||
Apollo Commercial Real Estate Finance, Inc. | | | Spirit Realty Capital, Inc. | |||||
| | Walker & Dunlop, Inc. | ||||||
Blackstone Mortgage Trust, Inc. | | | iStar Inc. | |||||
Chimera Investment Corporation | | | W. P. Carey Inc. | |||||
KKR Real Estate Finance, | | | ||||||
Ladder Capital | | | ||||||
New York Mortgage Trust, Inc. | | | ||||||
Redwood Trust, Inc. | | | ||||||
TPG RE Finance Trust, Inc. | | | ||||||
MFA Financial, Inc. | | |
34 STARWOOD PROPERTY TRUST |
| Name and Principal Position | | | Calendar Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($)(3) | | | Total ($) | |
| Barry S. Sternlicht Chairman and Chief Executive Officer(2) | | | 2020 | | | — | | | — | | | — | | | — | | | — | | | — | |
| 2019 | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| 2018 | | | — | | | — | | | — | | | — | | | — | | | — | | |||
| Jeffrey F. DiModica President | | | 2020 | | | 450,000 | | | 2,250,000 | | | 2,085,623 | | | — | | | 960,000 | | | 5,745,623 | |
| 2019 | | | 450,000 | | | 2,550,000 | | | 1,554,809 | | | — | | | — | | | 4,554,809 | | |||
| 2018 | | | 450,000 | | | 2,500,000 | | | 1,449,405 | | | — | | | — | | | 4,399,405 | | |||
| Andrew J. Sossen Chief Operating Officer, General Counsel, Chief Compliance Officer, Secretary and Executive Vice President | | | 2020 | | | 400,000 | | | 1,500,000 | | | 501,128 | | | — | | | — | | | 2,401,128 | |
| 2019 | | | 400,000 | | | 1,500,000 | | | 579,990 | | | — | | | — | | | 2,479,990 | | |||
| 2018 | | | 400,000 | | | 1,425,000 | | | 573,209 | | | — | | | — | | | 2,398,209 | | |||
| Rina Paniry Chief Financial Officer, Treasurer, Principal Financial Officer and Chief Accounting Officer | | | 2020 | | | 600,000 | | | 1,325,000 | | | 682,378 | | | — | | | 87,832 | | | 2,695,210 | |
| 2019 | | | 600,000 | | | 1,300,000 | | | 774,991 | | | — | | | — | | | 2,674,991 | | |||
| 2018 | | | 600,000 | | | 1,225,000 | | | 1,734,822 | | | — | | | — | | | 3,559,822 | |
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 |
(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. |
Name | | | Grant Date | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock or Unit Awards ($) | ||
Barry S. Sternlicht | | | N/A | | | — | | | — | ||
Jeffrey F. DiModica Restricted Stock Award | | | March 17, 2022 | | | 40,652(1) | | | 964,265 | ||
| | | | | | ||||||
Andrew J. Sossen Restricted Stock Award | | | March | | | | | ||||
| |||||||||||
| | | | | |||||||
Rina Paniry Restricted Stock Award | | | March | | | | | ||||
(1) | The restricted shares received by Mr. DiModica, Mr. Sossen and Ms. Paniry pursuant to this award vest in annual installments over a three-year period with the first vesting having occurred on March 15, |
Name | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | ||
Barry S. Sternlicht | | | — | | | — | ||
Jeffrey F. DiModica | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Unit Award | | |||||||
| 20,122(4) | | | 368,836 | ||||
Andrew J. Sossen | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | |||||||
| 64,461(8) | | | 1,181,570 | ||||
Rina Paniry | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | | | | ||||
Restricted Stock Award | | | 64,461(12) | | | 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 |
(2) | Reflects a restricted stock award granted to Mr. DiModica, which vests in annual installments over a three-year period that began on March 27, 2020. The |
(3) | Reflects a restricted stock award granted to Mr. |
(4) | Reflects a restricted stock unit award granted to Mr. DiModica which vests in annual installments over a three-year period that began on |
(5) | Reflects a restricted stock award granted to Mr. Sossen, which vests in annual installments over a three-year period that began on March 15, |
(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 |
(7) | Reflects a restricted stock award granted to |
(8) | Reflects a restricted stock award granted to Mr. Sossen which cliff vests on March 15, 2024. |
(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, |
(10) | Reflects a restricted stock award granted to Ms. Paniry which vests in annual installments over a three-year period that began on March 20, 2020. The |
(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, 2021. The number of restricted shares that had not vested as of December 31, 2022 and the vesting dates for such restricted shares are as follows: 11,958 shares on March 15, 2023 and 11,959 shares on March 15, 2024. |
(12) | Reflects a restricted stock award granted to Ms. Paniry which cliff vests on March 15, 2024. |
(13) | The amount reported in this column is based on a closing price of $18.33 per share of common stock on December 30, 2022. |
| Name | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($)(2) | |
| Barry S. Sternlicht | | | — | | | — | |
| Jeffrey F. DiModica | | | 64,679 | | | 1,161,635 | |
| Andrew J. Sossen | | | 26,624 | | | 478,167 | |
| Rina Paniry | | | 77,873 | | | 1,313,054 | |
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 |
(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. |
40 STARWOOD PROPERTY TRUST |
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) | 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. |
(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. |
2023 Proxy Statement 41 |
(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. |
○ | Net Income Attributable to the Company |
○ | Distributable Earnings |
42 STARWOOD PROPERTY TRUST |
2023 Proxy Statement 43 |
| | | (a) | | | (b) | | | (c) | | |
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |
| Equity compensation plans approved by security holders | | | 2,286,896 | | | N/A | | | 4,709,531 | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | — | |
| Total | | | 2,286,896 | | | N/A | | | 4,709,531 | |
| | (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. |
46 STARWOOD PROPERTY TRUST |
| | | 2020 ($) | | | 2019 ($) | | |
| Audit Fees(1) | | | 2,445,000 | | | 2,505,500 | |
| Audit Related Fees(2) | | | 3,790 | | | 3,790 | |
| Tax Fees(3) | | | 48,850 | | | 47,750 | |
| All Other Fees(4) | | | 10,000 | | | — | |
| Total Fees | | | 2,507,640 | | | 2,557,040 | |
| | 2022 ($) | | | 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, |
(2) |
Tax Fees primarily represent, for the calendar years ended December 31, |
(3) | All Other Fees |
2023 Proxy Statement 51 |
52 STARWOOD PROPERTY TRUST |
56 STARWOOD PROPERTY TRUST |
2023 Proxy Statement 59 |
60 STARWOOD PROPERTY TRUST |
2023 Proxy Statement 61 |
62 STARWOOD PROPERTY TRUST |