UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                        Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

BLACKSTONE MORTGAGE 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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2022 PROXY STATEMENT Blackstone Mortgage Trust,mortgage trust, Inc. Blackstone mortgage trust

345 Park Avenue, 42nd Floor

New York, New York 10154

To Our Stockholders:

Nearly three years have passed since we re-launched Blackstone Mortgage Trust (“BXMT”) as the senior lending vehicle of the Blackstone Real Estate debt franchise. Since that time, we’ve focused our efforts on growing the scale, liquidity and earnings power of the company, while simultaneously adhering to a strict discipline around conservative investment and accretive capital raising. I am proud of our accomplishments to date and the value we’ve created for our stockholders. BXMT represents a unique value proposition, particularly in the current challenging market environment, with a healthy and stable recurring dividend generated by a portfolio of senior commercial real estate loans.

A Defining Year

Since the re-IPO in 2013, BXMT has invested in nearly $15 billion of loans. In 2015 alone, our direct origination volume reached a record $4 billion and we doubled the size of the company last June with our transformational acquisition of a $5 billion portfolio from GE Capital. This acquisition was part of Blackstone’s larger $23 billion transaction with GE Capital and Wells Fargo, and is perhaps the best illustration of the unmatched benefits of Blackstone sponsorship. It immediately optimized the company’s scale, meaningfully increased our number of client relationships and added complementary asset classes and geographies to our portfolio. The result was a 27% increase in our Core Earnings during the year and a 15% increase in our dividend, which reached an annualized $2.48 per share at year-end.

A Market Leader

We’ve established ourselves as a leading player in the commercial real estate finance market with a $10 billion senior loan portfolio, supported by $2.5 billion of equity capital and a low-cost, attractive liability structure. We’ve continued to expand our global footprint and now manage 125 loans with nearly 90 different borrowers. More than half of our direct origination portfolio reflects loans with sponsors that have borrowed more than once from BXMT, which is the best validation of how we do business. The market recognizes us as a reliable, “go-to” partner with a reputation for fair dealing and we continue to attract repeat and new borrowers alike.

A Differentiated Investment Approach

Despite our size and scope of activity, we’re not just broadly investing in a cross-section of the commercial real estate market. Our lending activities are concentrated in major markets and on assets we know well, where we can take advantage of Blackstone’s deep investing experience. We draw upon this vast knowledge base to find relative value and confidently underwrite risk. In fact, that’s what sets us apart – our ability to effectively value real estate and understand our borrowers’ business plans.

Consistent Focus on Safety

Our focus on safety of principal and the basis of our collateral remains the hallmark of our approach. Our average LTV of approximately 64% has remained stable since our re-launch three years ago, and the credit quality of our portfolio remains sound. We’ve kept our underlying debt facilities term-, currency- andindex-matched (or

hedged). Equally important is what we haven’t done. We haven’t strayed into riskier loans or markets in search of yield, nor have we compromised our risk profile by upping asset specific or corporate leverage or easing terms. We haven’t moved into ancillary businesses, preferring to maintain our emphasis on floating rate transitional loans. The recent turbulence in the credit and equity markets has clearly demonstrated the value of our simple, focused strategy.

Looking Forward

BXMT is well positioned to prosper and continue delivering exceptional risk-adjusted returns to our stockholders. The majority of our loan portfolio remains floating rate, so our earnings and dividend are positively correlated to LIBOR, which we believe must inevitably increase over time. Despite a volatile market backdrop for much of 2015, BXMT delivered terrific results and enters 2016 from a position of strength. And while I’m incredibly proud of the business we’ve built over the past three years, I’m most excited about what’s in store for us in the years ahead.

On behalf of myself, Steve Plavin and the rest of the BXMT management team, as well as everyone at Blackstone, I thank you for your continued support.

Blackstone Mortgage Trust, Inc.

345 Park Avenue, 42nd24th Floor

New York, New York 10154

April 21, 201629, 2022

Dear Fellow Stockholders:

You are cordially invited to attend the 20162022 annual meeting of stockholders of Blackstone Mortgage Trust, Inc., a Maryland corporation, which will be held at 10:9:00 a.m., Eastern Daylight Time, on Thursday, June 16, 2016, at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017.2022 in virtual meeting format only. At the annual meeting, stockholders will be asked to:

Details concerning those matters to come before stockholders at the annual meeting are described in the attached notice of annual meeting of stockholders and proxy statement.

Your management and your board of directors unanimously recommend that you voteFOR all nominees for directors,FOR the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2016,2022, FOR the approval of the Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan,FOR the approval of the Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan andFOR the approval of the advisory resolution relating to the compensation of our named executive officers as disclosed in the accompanying proxy statement.statement, FOR the approval of the Blackstone Mortgage Trust, Inc. Stock Incentive Plan, and FOR the approval of the Blackstone Mortgage Trust, Inc. Manager Incentive Plan.

This year,As in prior years, we will be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process will provide you with a convenient and quickenvironmentally friendly way to access the proxy materials, including our proxy statement and 20152021 annual report to stockholders, and authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

OnThe proxy statement and form of proxy will be distributed or made available on or about April 25, 2016, we29, 2022. We will mail to our stockholders a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice and Access Card, containing instructions on how to access our proxy statement and our 20152021 annual report to stockholders and authorize a proxy to vote electronically via the Internet or by telephone. The Notice and Access Card also contains instructions as to how you can receive a paper copy of our proxy materials and authorize a proxy to vote by mail.

It is important that your shares be represented at the annual meeting and voted in accordance with your wishes. Whether or not you plan to attend the meeting, we urge you to complete a proxy as promptly as possible — by Internet, telephone or mail — so that your shares will be voted at the annual meeting. This will not limit your right to vote in person or to attend the meeting.

On behalf of the board of directors, I thank you for your continuing support.

Sincerely

Blackstone Mortgage Trust, Inc.

345 Park Avenue, 42nd24th Floor

New York, New York 10154

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENTNotice of 2022 Annual Meeting of Stockholders and Proxy Statement

To our Stockholders:

We hereby notify you that Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), is holding its 20162022 annual meeting of stockholders, at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017,or annual meeting, on Thursday, June 16, 2016,2022, at 10:9:00 a.m., Eastern Daylight Time. You can attend the annual meeting online, vote your shares electronically and submit your questions during the annual meeting, by visiting www.virtualshareholdermeeting.com/BXMT2022. You will need to have your 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the annual meeting.

At the annual meeting, stockholders will be asked to:

You can vote your shares of class A common stock if the Company’s records show that you were a stockholder of record as of the close of business on April 14, 2016,2022, the record date for the annual meeting.

Stockholders, whether or not they expect to be present atattend the meeting, are requested to authorize a proxy to vote their shares electronically via the Internet, by telephone or by completing and returning the proxy card if you requested paper copies of the Company’s proxy materials. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested paper copies, the instructions are printed on your proxy card and included in the accompanying proxy statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting and stockholders who are present atattend the meeting and who are eligible to vote may withdraw their proxies and vote in person.

Sincerely,

April 21, 201629, 2022

TABLE OF CONTENTSTable of Contents

Web links throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement

i

345 Park Avenue, 42nd24th Floor

New York, New York 10154

PROXY STATEMENT FOR

2016 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNEProxy Statement for 2022 Annual Meeting of Stockholders to be Held on June 16, 20162022

This proxy statement is being furnished by and on behalf of the board of directors of Blackstone Mortgage Trust, Inc., a Maryland corporation, or “the Company”, “BXMT”, “we”, “us” or “our”, in connection with the solicitation of proxies to be voted at the 20162022 annual meeting of stockholders, or the annual meeting. We are furnishing the proxy materials for the annual meeting electronically using the Internet through the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials, or the Notice and Access Card. The Notice and Access Card furnishing this proxy statement, and the enclosed proxy card and our 20152021 annual report to stockholders will be first maileddistributed or made available to stockholders of record on or about April 25, 2016.29, 2022.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGGeneral Information About the Annual Meeting and Voting

Who can vote?

You can vote your shares of class A common stock if our records show that you were the owner of the shares as of the close of business on April 14, 2016,2022, the record date determining the stockholders who are entitled to vote at the annual meeting. As of April 14, 2016,2022, there were a total of 93,912,409170,285,852 shares of our class A common stock outstanding and entitled to vote at the annual meeting. You have one vote for each share of class A common stock that you own. Votes may not be cumulated in the election of directors.

What constitutes a quorum?

We will convene the annual meeting if stockholders representing the required quorum of shares of class A common stock entitled to vote either(i) sign and return their paper proxy cards, (ii) authorize a proxy to vote electronically or telephonically or (iii) attend the meeting. The presence in person or by proxy of stockholders entitled

to cast a majority of all the votes entitled to be cast at such meeting on any matter will constitute a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials. Broker non-votes and abstentions will also be considered present for the purpose of determining whether we have a quorum.

What is the required vote for approval of each proposal?

Proposal 1: Election of eightnine director nominees listed herein. A plurality of all the votes cast on such election at the annual meeting is required for the election of each nominee for director. Plurality voting simply means that the number of candidates getting the highest number of affirmative votes cast at the annual meeting will be elected. Neither a properly executed proxy marked “withhold” nor “broker non-votes” will affect the outcome of this proposal.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2016.2022. A majority of the votes cast on the proposal at the annual meeting is required for the auditor ratification proposal. Abstentions and “broker non-votes”, if any, will not affect the outcome of this proposal. As described below, brokerage firms can vote your uninstructed shares on this proposal.

Proposal 3: ApprovalNon-binding vote on executive compensation of the 2016 Stock Plan.our named executive officers. A majority of the votes cast on the proposal at the annual meeting is required to approve the 2016 Stock Plan. Abstentionsnon-binding vote on executive compensation. Neither abstentions nor “broker non-votes” will have the same effect as a vote “against” this proposal and “broker non-votes” will not affect the outcome of this proposal.

Proposal 4: Approval of the 2016 ManagerStock Incentive Plan. A majority of the votes cast on the proposal ofat the annual

If you submit a signed proxy without indicating your vote on any matter, the designated proxies will vote to elect all eightnine nominees as directors, approve the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2016,2022, approve the 2016 Stock Plan, approve the 2016 Manager Plan and approve the non-binding vote on executive compensation of our named executive officers.officers, approve the Stock Incentive Plan, and approve the Manager Plan.

How can I authorize a proxy to vote over the Internet or by telephone?

To authorize a proxy to vote electronically via the Internet, go towww.proxyvote.com and follow the instructions. Please have your Notice and Access Card in hand when accessing the website, as it contains a 16-digit control number required to vote.

If you have access to a touch-tone telephone, you may authorize your proxy by dialing (800) 690-69031-800-690-6903 and following the recorded instructions. You will need the 16-digit control number included on your Notice and Access Card or your proxy card in order to vote by telephone.

If you requested a paper copy of our proxy materials, in order to authorize a proxy to vote by telephone or over the Internet, you must either call the toll-free number reflected on the paper proxy card or go towww.proxyvote.com and follow the instructions. Please have your paper proxy card in hand when calling the toll-free number or accessing the website, as it contains a 16-digit control number required to vote.

You can authorize a proxy to vote via the Internet or by telephone at any time prior to 11:59 p.m., Eastern Daylight Time, June 15, 2016,2022, the day before the annual meeting.

What do I do if my shares are held in “street name”?

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice and Access Card or proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.

Your attendance at the annual meeting will not, by itself, revoke a proxy previously authorized by you. We will honor the proxy card or authorization with the latest date.

Proxy revocation notices should be sent to Blackstone Mortgage Trust, Inc., 345 Park Avenue, 42nd24th Floor, New York, New York 10154, Attention: Secretary. New paper proxy cards should be sent to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will count the votes and will serve as the independent inspector of election.

Who pays for this proxy solicitation?

We do. In addition to sending you these proxy materials, some of the employees of an affiliate of BXMT Advisors L.L.C., a Delaware limited liability company, or our Manager, may contact you by telephone, by mail or in person. None of these employees will receive any extra compensation for doing this. We have engaged Innisfree M&A Incorporated, an outside proxy solicitation firm, to solicit votes and the cost to us of engaging such a firm is estimated to be $10,000, plus reasonable out-of-pocket expenses.

PROPOSALProposal 1 — ELECTION OF DIRECTORSElection of Directors

There are currently eightnine members of the board of directors. On April 20, 2016,2022, the board of directors, upon recommendation of its corporate governance committee, unanimously nominated eightthe nine directors listed below for re-election to the board of directors at the annual meeting. On January 8, 2016, John G. Schreiber resigned from the board of directors. Mr. Schreiber retired and the decision to resign was not due to any disagreements with the Company’s management or the board of directors. The Company is grateful to Mr. Schreiber for his years of service on the board of directors. In addition, at that time the board of directors appointed Jonathan L. Pollack as a director in accordance with the terms of the purchase and sale agreement, or Purchase Agreement, dated September 27, 2012, by and between the Company and Huskies Acquisition LLC, an affiliate of The Blackstone Group L.P., or Blackstone. All of the nominees are willing to serve as directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our board of directors, unless the board of directors alternatively acts to reduce the size of the board of directors or maintain a vacancy on the board of directors in accordance with our bylaws.directors. The board of directors has no reason to believe that any such nominees will be unable or unwilling to serve.

Nominees for Election as Directors

The names, ages as of April 21, 201629, 2022 and existing positions with us of the nominees are as follows:

The name, principal occupation for the last five years, selected biographical information and the period of service as our director of each of the nominees are set forth below.

Michael B. Nash has been a director since 2012 and is executive chairman of the board of directors. Mr. Nash is a senior managing director of Blackstone, and the Global

Stephen D. Plavin has served as one of our directors and as our president and chief executive officer since December 2009. Mr. Plavin is also a senior managing director of Blackstone and a member of the Investment Committee for both BREDS and Blackstone Real Estate. Before joining Blackstone, Mr. Plavin was also the chief executive officer of Capital Trust, Inc., or Capital Trust, whose wholly-owned manager was acquired by Blackstone in December 2012. Prior to joining Capital Trust in 1998, Mr. Plavin was co-head of Global Real Estate for The Chase Manhattan Bank and Chase Securities Inc., or Chase. During his tenure at Chase, from 1984 to 1998, Mr. Plavin also led business units responsible for commercial real estate loan origination, syndication, structured finance, portfolio management and real estate owned sales. Mr. Plavin received a B.A. in English from Tufts University and an M.B.A. in Finance, Accounting and Marketing from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Plavin is a member of the board of directors of each of Omega Healthcare Investors, Inc. (NYSE: OHI) and WCI Communities, Inc. (NYSE: WCIC). Mr. Plavin’s experience and background as a senior member of our Company’s management since 1998 has provided him with valuable knowledge of and experience with our business, which we believe positions him to contribute to our board’s oversight functions.

Leonard W. Cotton has been a director since 2014. Mr. Cotton is the former vice chairman of Centerline Capital Group (a position he held from 2006 to 2008). He was also on the executive committee of the Commercial Real Estate Finance Council, or CREFC, from 2001 to 2010 and was president of CREFC from 2007 to 2008. Mr. Cotton previously served as chairman and chief executive officer of ARCap REIT (a position he held from 1995 to 2006), a real estate finance company acquired by Centerline Capital Group in 2006, and chairman and chief executive officer of ARCap REIT’s predecessor, REMICap. During his tenure at ARCap REIT, Mr. Cotton was instrumental in establishing ARCap REIT as a nationally recognized CMBS investor in subordinated bonds. From 1992 to 2002, Mr. Cotton was a president and partner in Harbour Realty Advisors, a real estate-related special situation investment and commercial property management company. Prior to joining Harbour Realty Advisors, Mr. Cotton was engaged in a number of real estate related entrepreneurial endeavors, including acting as consultant on real estate workout strategies and the development of high-end residential properties. Mr. Cotton also serves on the board of trustees of Bowdoin College. He started his career in 1972 with Citibank, working in commercial real estate lending and workout business units. He also served as an independent director of FundCore Institutional Income Trust Inc., a public unlisted mortgage REIT, from 2010 to 2012 and is a former board member of the Real Estate Roundtable.

Martin L. Edelman has been a director since 1997. Mr. Edelman has been Of Counsel to Paul Hastings LLP, and prior thereto Battle Fowler LLP. He is a director of Equity Commonwealth (NYSE: EQC), Aldar Properties PJSC (ADX: ALDAR) and Advanced Micro Devices, Inc. (NASDAQ: AMD). He also served as a director of Morgans Hotel Group Co. (NASDAQ: MHGC) from 2014 until 2015, Avis Budget Group, Inc. (NASDAQ: CAR) from 1997 until 2013 and Ashford Hospitality Trust, Inc. (NYSE: AHT) from 2003 until 2014. Mr. Edelman is a senior advisor to Mubadala Development Company, the strategic investment vehicle of the government of Abu Dhabi. He is on the boards of the Jackie Robinson Foundation, The Intrepid Fallen Heroes

Fund and the Fisher House Foundation. Mr. Edelman has extensive commercial real estate industry experience and knowledge developed over his nearly 40 years of practicing law, which we believe provides us with valuable perspectives into developments in our industry.

Henry N. Nassau has been a director since 2003. Mr. Nassau has been a partner since September 2003 and is deputy chair of practice group management and was previously chair of the corporate and securities group at the law firm Dechert LLP for over ten years. He is also CEO elect at Dechert LLP and will assume this responsibility on July 1, 2016. Mr. Nassau was the chief operating officer of Internet Capital Group, Inc. (NASDAQ: ICGE), an Internet holding company, from December 2002 until June 2003, having previously served as managing director, general counsel and secretary since May 1999. Mr. Nassau was previously a partner at Dechert LLP from September 1987 to May 1999 and was chair of the firm’s business department from January 1998 to May 1999. At Dechert LLP, Mr. Nassau engages in the practice of corporate law, concentrating on mergers and acquisitions, public offerings, private equity and venture capital financing. Mr. Nassau also serves on the advisory board of RAF Industries and as a member of the board of directors of the Philadelphia Orchestra.

Lynne B. Sagalyn has been a director since 1997. Dr. Sagalyn is the Earle W. Kazis and Benjamin Schore Professor of Real Estate at Columbia Business School where she is director of the Paul Milstein Center for Real Estate and the MBA Real Estate Program. This position marks a return to Columbia, where she had been a professor of finance and economics for more than twelve years, and to the MBA Real Estate Program, which she developed during that period. From 2004 until her return to Columbia in July 2008, Dr. Sagalyn held appointments at the University of Pennsylvania in both the School of Design (City Planning Department) and the Wharton School (Real Estate Department). Dr. Sagalyn is the vice chairman and a director of UDR, Inc. (NYSE: UDR), a self-administered REIT in the apartment communities sector. Dr. Sagalyn also serves as a member of the audit and compliance committee of Planned Parenthood of New York City, as a member of the board of directors of Regional Plan Association of New York, and as a member of the board of directors of The Skyscraper Museum. She has also served on the New York City Board of Education Chancellor’s Commission on the Capital Plan.

The attributes, skills and qualifications of the nominees are described further in the following tables:

VOTING RECOMMENDATION

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

The Board of Directors; Committees

Our business is managed by our Manager, subject to the oversight and direction of our board of directors. Our board of directors has eightnine members and is currently comprised of Messrs. Nash, Plavin, Cotton, Dobrowski, Edelman, Nassau and Pollack, Mses. Keenan and Lynch and Dr. Sagalyn.

Director Independence

Under our corporate governance guidelines and NYSE rules, the board of directors must be comprised of at least a majority of directors who qualify as “independent” directors. A director is not independent unless the board of directors affirmatively determines that he or she does not have a “material relationship” with us and the director must meet the bright-line test for independence set forth by the NYSE rules. Our corporate governance guidelines also require all members of the audit committee, the compensation committee and the corporate governance committee to be “independent” directors. Based upon its review, the board of directors has affirmatively determined that each of Messrs. Cotton, Dobrowski, Edelman and Nassau, Ms. Lynch and Dr. Sagalyn is independent under all applicable criteria for independence set forth in the listing standards of the NYSE, including with respect to committee service.

In making its determination that Mr. Edelman is an independent director, the board of directors considered that he is of counselOf Counsel to Paul Hastings LLP, a law firm that from time to time has served as counsel for the underwriters and placement agents in our public offering of securities and for certain lenders in our master repurchase facilities. We did not engage or directly compensate Paul Hastings LLP for any of the services that they provide to such underwriters, placement agents or lenders. InMr. Edelman was not involved in any of the legal representations that his firm participated in described above, and any compensation that he received as a result of his firm’s representations described above were indirect and de minimis.

Additionally, in making theits determination that Mr. Nassau is an independent director, the board of directors considered that he is a partner at Dechert LLP and will be assuming the position of CEO at Dechert LLP, in July 2016, a law firm that from time to time has provided us with legal representation with respect to various matters and has served as counsel for certain lenders in our master repurchase facilities. We did not engage or directly compensatePayments made by the Company to Dechert LLP for anywere less than 1% of the services that they provide to such lenders.Dechert LLP’s annual consolidated gross revenues during its last completed fiscal year. Mr. Nassau and Mr. Edelman werewas not involved in any of the legal representations that their firmshis firm participated in described above, and any compensation that theyhe received as a result of theirhis firm’s representation of the Company or the underwriters, placement agents or lenders in connection with our public offerings and repurchase facilities werewas indirect and deminimis.

Board of Directors Composition

The board of directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow it to satisfy its oversight responsibilities effectively. In that regard, the corporate governance committee is responsible for recommending candidates for all directorships to be filled by the board of directors or by the stockholders at an annual or special meeting. In identifying candidates, the corporate governance committee will review all nominees for director in accordance with the requirements and qualifications contained in the corporate governance guidelines and, subject to the requirements in the Purchase Agreement (as defined under “Transactions with Related Persons, Promoters and Certain Control Persons—Investment Management Business Sale and Related Matters”), recommend that the board of directors select those nominees from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity and whose attributes the corporate governance committee believes would be most beneficial to us. In identifying candidates for membership on the board of directors, the corporate governance committee takes into account (i) minimum individual qualifications, such as personal integrity and moral character, willingness to apply sound business judgment, industry knowledge or experience and an ability to work collegially with the other members of the board of directors and (ii) all other factors it considers appropriate. While our corporate governance guidelines do not include an express diversity policy, we note that Dr. Sagalyn, who has been one of our longest standing directors, wasand Ms. Lynch were recruited in part with a gender diversity goal in mind. Additionally, the corporate governance committee, when conducting a search to fill a vacancy of the board of directors, will ensure that any candidate pool include candidates who are diverse in terms of ethnicity and/or gender pursuant to the requirements of our corporate governance guidelines. Currently, three members of our board of directors identify as female and one identifies as a racial minority. The corporate governance committee has previously utilized the services of professional search firms and has also sought referrals from other members of the board of directors, management, stockholders and other sources. Blackstone identified Mr. Pollack as a director nominee for appointment to the board of directors pursuant to its rights under the Purchase Agreement.

Our board of directors currently has four standing committees: an audit committee, a compensation committee, a corporate governance committee and an investment risk management committee.committee, the members of which are all independent directors. The current

written charters for each of the audit committee, compensation committee and corporate governance committee are available on our website,www.bxmt.comwww.blackstonemortgagetrust.com, under the “Investor Relations” tab by selecting “Corporate Governance.”

Audit Committee

The audit committee is currently comprised of Messrs. Cotton and Dobrowski, Ms. Lynch and Dr. Sagalyn, with Dr. Sagalyn serving as the committee’s chairperson. All audit committee members meet the independence criteria and have the qualifications set forth in the listing standards of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each of Messrs. Cotton and Dobrowski is qualified as an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K under the Exchange Act, and our board of directors has determined that they each have the accounting and related financial management expertise within the meaning of the listing standards of the NYSE. The SEC has determined that the audit committee financial expert designation does not impose on a person with that designation any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the audit committee of the board of directors in the absence of such designation.

The audit committee’s primary duties are described in the audit committee charter and include:

The audit committee has adopted procedures for the processing of complaints relating to accounting, internal control and auditing matters in accordance with Rule 10A-3 under the Exchange Act. The audit committee oversees the review and handling of any complaints submitted pursuant to the foregoing procedures and of any whistleblower complaints subject to Section 21F of the Exchange Act.Act in accordance with the Company’s whistleblower policy, which sets forth procedures for the making of anonymous reports regarding accounting and other legal and regulatory matters and provides for the protection of anyone making such a report. A summary of the policy is available on our website, www.blackstonemortgagetrust.com, under the “Investor Relations” tab by selecting “Corporate Governance” (the “Policy on Reporting of Concerns Regarding Accounting and Other Matters”).

Compensation Committee

The compensation committee is currently comprised of Messrs. Cotton, Edelman and Nassau and Dr. Sagalyn, with Mr. Nassau serving as the committee’s chairperson. All compensation committee members meet the independence criteria set forth in the listing standards of the NYSE.

We are externally managed by our Manager pursuant to the second amended and restated management agreement with our Manager, or the Management Agreement, and as of the date hereof we have no employees. Since December 19, 2012, our executive officers have not received any cash compensation from us or any of our subsidiaries for serving as executive officers. To the extent that we are responsible for paying the compensation and/or any other employee benefits of our executive officers and senior management, the compensation committee also oversees such compensation, including plans and programs relating to cash compensation, incentive compensation, equity-based awards and other benefits and perquisites, and administers any such plans or programs as required by the terms thereof.

In particular, the compensation committee’s primary duties are described in the compensation committee charter and include:

reputation of director candidates. The corporate governance committee will assess candidates’ qualifications based on the following minimum criteria, which may be modified from time to time by the corporate governance committee:

As with every business, we confront and must manage various risks including financial and economic risks related to the performance of our portfolio and how our investments have been financed. Pursuant to our charter and bylaws and the Maryland General Corporation Law, our business and affairs are managed under the direction of our board of directors. Our Manager is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for establishing broad corporate policies for our overall performance and for the direction and oversight of our risk management. Members of our

board of directors keep informed of our business by participating in meetings of our board of directors and its committees, by reviewing analyses, reports and other materials provided to them by and through discussions with our Manager and our executive officers. In particular, we believe that our board of directors benefits from the valuable insights to developments in our industry provided by Ms. Keenan and Messrs. Nash and Pollack as a result of their active involvement in real estate-related investments at Blackstone.

In connection with their oversight of risks to our business, our board of directors and the audit committee consider feedback from our Manager concerning the risks related to our business, operations and strategies. The audit committee also assists the board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, including with respect to sustainability and climate change risks as they relate to financial risk exposures, and, in accordance with NYSE requirements, discusses policies with respect to risk assessment and risk management. The compensation committee and the corporate governance committee assist the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs and risks associated with board organization, membership and structure, succession planning and corporate governance. Our board of directors reviewed with the compensation committee its compensation policies and practices applicable to our Manager that could affect our assessment of risk and risk management. Following such review, our board of directors determined that our compensation policies and practices, pursuant to which we pay no cash compensation to our Manager’s officers and employees since they are compensated by our Manager or its affiliates, do not create risks that are reasonably likely to have a material adverse effect on us. Our board of directors also considered that while we mayfrom time to time grant our officers, our Manager and affiliates of our Manager’s employees equity awards, such grants align their interests with our interests and do not create risks that are reasonably likely to have a material adverse effect on us. The investment risk management committee exercises the authority of the board of directors to supervise our Manager’s compliance with the investment guidelines approved by the board of directors and to approve any proposed investments in excess of the limits set forth in the investment guidelines described above.

With respect to cybersecurity risk oversight, our board of directors and/or our audit committee receive periodic reports and/or updates from management on the primary cybersecurity risks facing the Company and the Manager and the measures the Company and the Manager are taking to mitigate such risks. In addition to such periodic reports, our board of directors and/or our audit committee receive updates from management as to changes to the Company’s and the Manager’s cybersecurity risk profile, risks related to sustainability and climate change or certain newly identified risks.

Corporate Governance

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our directors and employees (if any), and to all of the officers and employees of the Manager and its affiliates who provide services to us, including our principal executive officer and principal financial officer. Our code of business conduct and ethics, as it relates to employees of Blackstone, operates in conjunction with, and in addition to, the policies of our Manager and those of Blackstone. Our code of business conduct and ethics is designed to comply with SEC regulations and NYSE listing standards relating to codes of conduct and ethics. Our code of business conduct and ethics is available on our website, www.bxmt.com,www.blackstonemortgagetrust.com, under the “Investor Relations” tab by selecting “Corporate Governance.”

Any waiver of the code of business conduct and ethics may be made only by our board or the audit committee and will be promptly disclosed as required by law or stock exchange regulations. Any modifications to the code of business conduct and ethics will be reflected on our website.

Corporate Governance Guidelines

We have also adopted corporate governance guidelines to advance the functioning of our board of directors and its committees and to set forth our board of directors’ expectations as to how it and they should perform its and their respective functions. Our corporate governance guidelines are available on our website,www.bxmt.comwww.blackstonemortgagetrust.com, , under the “Investor Relations” tab by selecting “Corporate Governance.”

Stockholder Nominations and Communications Policy

Our board of directors has adopted policies with respect to the consideration of candidates recommended by stockholders for election as directors and stockholder and interested party communications with the board of directors.

Stockholders may recommend director nominees for consideration by the corporate governance committee by submitting the names and the following supporting information to our secretary at: Secretary, Stockholder Nominations, Blackstone Mortgage Trust, Inc., 345 Park Avenue, 42nd24th Floor, New York, New York 10154. The submissions should include a current resume and curriculum vitae of the candidate and a statement describing the candidate’s qualifications and contact information for personal and professional references. The submission should also include the name and address of the stockholder who is submitting the nominee, the number of shares that are owned of record or beneficially by the submitting stockholder and a description of all arrangements or understandings between the submitting stockholder and the candidate. Director nominees may be nominated by our stockholders in accordance with our bylaws and in accordance with the advance notice requirements contained in our bylaws. See “Stockholder Proposals For the 20172023 Annual Meeting” for more information regarding the advance notice requirements contained in our bylaws.bylaws and the universal proxy rules.

Stockholders and other interested parties may communicate directly with our board of directors or the non-management directors. All communications should be in writing and should be directed to our secretary at: Secretary, Stockholder Communications, Blackstone Mortgage Trust, Inc., 345 Park Avenue, 42nd24th Floor, New York, New York 10154. The sender should indicate in the address whether it is intended for the entire board of directors, the non-management directors as a group or an individual director. Each communication intended for the board of directors or non-management directors received by the secretary will be forwarded to the intended recipients in accordance with the existing instructions.

Stockholder Engagement

We make a conscious effort to engage with our stockholders both during and outside the proxy season in order to have a better understanding of their perspectives on our Company, including by regularly attending investor conferences and holding one-on-one meetings and calls with stockholders and potential investors. Additionally, our management team regularly meets with our stockholders and potential stockholders to discuss, among other topics, our business, financial and operating performance and strategies, our corporate governance practices and executive compensation. We also regularly solicit feedback from our stockholders on governance-related matters, who have to date not expressed any material concerns.

Environmental, Social and Governance

BXMT is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe, and Australia. As an externally managed company, BXMT’s day-to-day operations are managed by our Manager and our executive officers under the oversight of our board of directors. Our executive officers are senior Blackstone Real Estate professionals and our Manager is a subsidiary of Blackstone and part of Blackstone Real Estate.

As such, many of the environmental, social and governance (“ESG”) initiatives undertaken by Blackstone are, to some extent, relevant to and impact our business and the business decisions made on our behalf by employees of our Manager. From its founding, Blackstone has dedicated itself to being a responsible corporate citizen by incorporating relevant ESG factors into its investment decision-making process. Blackstone also has a dedicated Head of ESG for Real Estate and Global Real Estate ESG team that work closely with Blackstone Real Estate asset management teams across the globe to build on existing ESG efforts relevant to each vehicle’s strategy and scale them across the firm’s global real estate portfolio. The Head of ESG for Real Estate and Global Real Estate ESG team also work with the Real Estate team’s portfolio companies to ensure that the firm’s commitment to sustainability as well as diversity and inclusion are integrated across asset classes and geographies. Below are highlights of Blackstone’s ESG initiatives that may be relevant to us and our business.

ESG Considerations in the BXMT Investment Process

Social

Human Capital Management Policies

Diversity, Equity and Inclusion

Employee Training and Development

Employee Engagement

Employee Benefits

Performance Alignment

Community

Environmental

Portfolio Company Sustainability

Sponsor Compliance with Environmental Regulations

Corporate Sustainability Practices

Consistent with the focus on sustainability, Blackstone also pursues environmental performance improvements at its office locations, including with respect to energy usage, waste management, and water usage.

Governance

Board Composition and Effectiveness

Stockholder Rights

Independent Auditor

Financial Disclosures

Anti-Corruption and Related Due Diligence

Executive and Senior Officers

The following sets forth the positions, ages as of April 21, 201629, 2022 and selected biographical information for our executive officers (including Ms. Keenan and Messrs. Armer and Marone) and senior officers (including Ms. Cheng and former executive officers who no longer provide services to the Company, but are named executive officers of the Company for our fiscal year ended December 31, 2015. Mr. Plavin’sMessrs. Peña, Sitman, Tucker, Volchyok and Kolodziej). Ms. Keenan’s biographical information is provided in the section of this Proxy Statement entitled “Proposal 1 — Election of Directors.”

Douglas N. Armerhas served as our treasurerExecutive Vice President, Capital Markets since January 2019 and managing director, head of capital markets,has served as our Treasurer since September 2013.2013 and as our Managing Director, Head of Capital Markets from September 2013 to January 2019. He is also a managing director of our Manager and of BREDS and is a member of the BREDSour Manager’s Investment Committee. Before joining Blackstone in 2012, Mr. Armer was a managing director of Capital Trust, whose wholly owned managerinvestment management business was acquired

by Blackstone in December 2012. As a managing director ofat Capital Trust, Mr. Armer was responsible for the firm’s capital markets and finance activities encompassing equity, debt and strategic transactions, as well as oversight of regulatory matters. Prior to joining Capital Trust in 2004, Mr. Armer was responsible for developing the India-based capital markets group of Global Realty Outsourcing. Previously Mr. Armer held positions in investment banking at Gerard Klauer Mattison and at

PaineWebber Commercial Real Estate Securities. Mr. Armer holds a B.A. in Political Science,magna cum laude,, from the University of Rochester, where he was inducted into the Phi Beta Kappa honor society.

Anthony F. Marone, Jr.has served as our chief financial officerChief Financial Officer and assistant secretaryAssistant Secretary since March 2016. Prior to that, he2016 and has served as our principal accounting officerPrincipal Accounting Officer since September 2013 and as our controller from 2008 until October 2015.2013. Mr. Marone is also a managing director of Blackstone and has been the chief financial officer of BREDS which encompasses allsince January 2016. He also serves as chief financial officer and treasurer of Blackstone’s commercial real estate debt investment vehicles, includingBlackstone Real Estate Income Trust, Inc. (“BREIT”) since March 2021 and chief financial officer and treasurer of the Company. BeforeBlackstone Real Estate Income Fund complex since April 2017. Prior to joining Blackstone in 2012, Mr. Marone was a vice president and controller ofat Capital Trust, whose wholly owned manager was acquired by Blackstonethe predecessor business to BXMT, which he joined in December 2012.2008. Previously, Mr. Marone worked in the Real Estate Assurance practice of PricewaterhouseCoopers LLP, where he provided audit and other assurance services to various real estate companies. Mr. Marone received a B.S. and an M.B.A. from Rutgers University and is a Certified Public Accountant and Chartered Global Management Accountant.

Thomas C. RuffingCourtney Cheng has served as our managing director, headVice President of asset management,Finance since January 2022 and is a vice president of BREDS. She is responsible for our financial reporting. Prior to joining Blackstone in February 2013. Mr. Ruffing previously2015, Ms. Cheng was a Senior Associate at KPMG LLP, where she focused on real estate tax compliance. Ms. Cheng received a B.S. in Finance and Accounting and a M.S. in Accounting from New York University and is a Certified Public Accountant.

Austin Peña has served as our chief credit officerExecutive Vice President, Investments since July 2006. Mr. RuffingJanuary 2022 and is also a managing director of our Manager and a managing director of BREDS. BeforeMr. Peña is responsible for overseeing our investment strategy in addition to sourcing loans and other investments for the Company and other investment vehicles managed by Blackstone. Prior to joining Blackstone in 2012,2013, Mr. Ruffing was also chief credit officer of Capital Trust, whose wholly owned manager was acquired by Blackstone in December 2012. Prior to joining Capital Trust, Mr. RuffingPeña worked at JP Morgan ChaseBarclays in the Real Estate & Lodging Investment Banking Group. Mr. Ruffing’s responsibilities included structured corporateGroup, where he was involved in advising REITs and other real estate finance transactions, major asset property salescompanies on mergers, acquisitions, restructurings, and the restructuring and workout of real estate loans.capital markets transactions. Mr. Ruffing holdsPeña previously held a similar role at Lehman Brothers. Mr. Peña graduated magna cum laude with a B.S. and an M.E. in Mechanical EngineeringEconomics from the University of Virginia and an M.B.A. from Columbia Business School.Pennsylvania.

Weston TuckerRobert Sitman has served as our Managing Director, Head of Asset Management, since December 2020. Mr. Sitman is a managing director and global head of investor relations,asset management of BREDS. Since joining Blackstone in January 2014, Mr. Sitman has been involved in originating, structuring, executing and asset managing real estate debt investments across all asset types and geographies. Prior to joining Blackstone, Mr. Sitman was an associate in the Real Estate group of Fried, Frank, Harris, Shriver & Jacobson LLP, where he represented owners, developers, investors and lenders in commercial real estate transactions. Mr. Sitman received a B.A. in Political Science from the University of Michigan and a J.D. from Brooklyn Law School, where he graduated cum laude.

Weston Tucker has served as our Head of Investor Relations since 2013, and2013. Mr. Tucker is also senior managing director and head of investor relations for Blackstone. Since joining Blackstone in 2007, Mr. Tucker’s primary responsibility has been managing Blackstone’s interface with public shareholders and the equity analyst community. Before joining Blackstone in 2007, Mr. Tucker was an equity research analyst for JPMorgan, covering the telecom and cable sectors. He began his career at AT&T, where he worked in a variety of finance roles including investor relations and communications, as well as corporate development. Mr. Tucker graduated summa cum laude with a B.S. in Business Administration from The Ohio State University.

Leon Volchyokhas served as our head of legalChief Legal Officer since April 2021 and compliance and secretaryin comparable roles, as well as our Secretary, since January 2016. Mr. Volchyok is the Global Deputy General Counsel for Blackstone Real Estate, where he plays a principalkey role in BREDS.the structuring, launch and operations of Blackstone Real Estate’s public and individual investor focused vehicles, and is involved in a number of other product development initiatives throughout the firm. Mr. Volchyok handles general legalhas also served as the Chief Legal Officer of BREIT since September 2017 and compliance mattersSecretary since June 2016. Mr. Volchyok is the prior chairman of the Board for the BREDS businessInstitute for Portfolio Alternatives and also serves ason the chief compliance officer and secretaryExecutive Committee of BREDS’ closed-end fund complex. Prior to joining Blackstone in 2013, Mr. Volchyok was a senior associate in the Real Estate Capital Markets group at Proskauer Rose LLP, where he specialized in capital markets transactions and general securities law and corporate governance matters, with a specific focus on REITs and other real estate companies.NAREIT’s Public Non-listed REIT Council. Mr. Volchyok received a B.B.A. from Baruch College – College—Zicklin School of Business and a J.D. from Fordham Law School.

Paul D. QuinlanKolodziej, our former chief financial officer and assistant secretary, has served as our chief financial officer and assistant secretary from December 2013 until his resignation, which was effective in March 2016, andHead of Accounting since February 2021. He is a member of the BREDS Investment Committee. Mr. Quinlan is the global chief financial officer of themanaging director in Blackstone Real Estate group. Before his appointment asand has been the chief financialaccounting officer of the Company, Mr. QuinlanBREIT since March 2019. He also served as Blackstone’s Headcontroller of Financial Planning & Business Development, with oversight of management, public reporting and strategic mergers and acquisitions. Mr. Quinlan was also the chief financial officer for Blackstone Advisory Partners L.P., encompassing Blackstone’s Advisory, Restructuring & Reorganization and Capital Markets businesses. From 2004 untilBREIT from June 2016 to March 2019. Prior to joining Blackstone in 2010,June 2016, Mr. Quinlan worked asKolodziej was a DirectorSenior Manager at PricewaterhouseCoopers LLP, where he provided assurance services to financial service clients focused on REITs, private real estate funds and hedge funds. During his time at PricewaterhouseCoopers LLP, Mr. Kolodziej also completed a two year rotation in the Global Principal InvestmentsPricewaterhouseCoopers LLP’s SEC Services Group at Bank of America Merrill Lynch,within their National Office, focusing on strategic corporate mergers, acquisitions, divestituresclient consultations over a wide range of matters related to security registrations and private equity investments. Prior to this,on-going SEC filing requirements. Mr. Quinlan worked in investment banking at Merrill Lynch and PricewaterhouseCoopers Securities. Mr. QuinlanKolodziej received a B.S. in Finance and Englishcum laudeAccountancy from GeorgetownDePaul University and an M.B.A. with distinction from New York University’s Stern School of Business.is a Certified Public Accountant.

Randall S. Rothschild, our former secretary and managing director, head of legal and compliance, served as our secretary and managing director, head of legal and compliance, from February 2013 until his resignation, which was effective in January 2016. Mr. Rothschild was also a member of the BREDS Investment Committee. Mr. Rothschild was also a managing director and chief operating officer of BREDS, which encompasses all of Blackstone’s commercial real estate debt investment vehicles, including the Company and our Manager prior to his departure from Blackstone in February 2016. Before joining Blackstone in 2008, Mr. Rothschild was with Merrill Lynch from 2004 to 2008 where he originated, structured and executed real estate investments for the firm’s Real Estate Principal Investment Group — Americas. Prior to joining Merrill Lynch, Mr. Rothschild was an associate in the Real Estate group of Fried Frank Harris Shriver & Jacobson where he worked from 1999 to 2004. At Fried Frank, Mr. Rothschild represented private equity real estate funds, investment banks, developers, REITs and institutional investors in the structuring, negotiation and closing of real estate transactions. Prior to that, he was an associate at Tannenbaum Helpern Syracuse & Hirschtritt. Mr. Rothschild received a B.A. in Government from Georgetown University and a J.D. from Benjamin N. Cardozo School of Law.

COMPENSATION COMMITTEE REPORTCompensation Committee Report

Our compensation committee has furnished the following report. The information contained in this “Compensation Committee Report” is not to be deemed “soliciting material” or “filed” with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that we specifically incorporate it by reference into such filings.

Our compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K of the Exchange Act with management.

Based on such review and discussions, our compensation committee recommended to our board that the “Compensation Discussion and Analysis” be included in this proxy statement.

Henry N. Nassau (Chair)

Leonard W. Cotton

Martin L. Edelman

Lynne B. Sagalyn

EXECUTIVE COMPENSATIONExecutive Compensation

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes our compensation program, objectives and policies for our chief executive officer, chief financial officerChief Executive Officer, Chief Financial Officer and our other “named executive officers,” as such term is defined in Item 402(a) of Regulation S-K of the Exchange Act, or our Named Executive Officers, for our fiscal year ended December 31, 2015,2021, or fiscal 2015.2021.

Our Named Executive Officers for fiscal 20152021 were:

Chief Executive Management ChangesOfficer Transition

On January 8, 2016, theIn May 2021, our board of directors appointed Anthony F. Marone, Jr., the Company’s principal accounting officer at the time,Ms. Keenan to serve as our new Chief Executive Officer and elected her as a director, in each case, effective as of June 30, 2021. She brings a wealth of expertise and experience to the Company’s chief financial officerCompany gained in her tenure at the Company and assistant secretary, effective March 1, 2016. Mr. Marone’s appointment coincided with the resignation, also effective March 1, 2016, of Paul D. Quinlan as the Company’s chief financial officer and assistant secretary. Mr. Quinlan resigned in recognition of Mr. Marone’s experience and strong qualifications for the position and in order to focus on his duties as global chief financial officer for the Blackstone Real Estate group.

On January 8, 2016, the board of directors also appointed Leon Volchyok to serve as the Company’s head of legal and compliance and secretary, effective immediately. Mr. Volchyok’s appointment coincided with the resignation of Randall S. Rothschild as the Company’s secretary and managing director, head of legal and compliance. Mr. Rothschild resigned in recognition of Mr. Volchyok’s experience and strong qualifications for the position and in order to focus on his duties as chief operating officer of BREDS. Mr. Rothschild subsequently resigned from his positions at BREDS and Blackstone.

Overview of Compensation Program and Philosophy

Since the consummation of the sale of our investment management and special servicing business on December 19, 2012, or the Investment Management Business Sale, weWe have been externally managed and advised by our Manager pursuant to the Management Agreement since December 2012 and, as a result, our executive officers no longer receive cash compensation from us.

Our Manager is a part of Blackstone’s alternative asset management business, which includes the management of investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets, and secondary funds, all on a global basis. Through its different businesses, Blackstone had total assets under management of approximately $336$880.9 billion as of December 31, 2015.2021. In connection with the performance of its duties, we believe our Manager benefits from the resources, relationships, and expertise of nearly 400the 678 professionals in Blackstone’s global real estate group, which is one of the largest private equity real estate managerinvestment managers in the world with approximately $94$279.5 billion of investor capital under management representing approximately $514.2 billion of debt and equity investments as of December 31, 2015.2021. This includes the BREDS business, of which our Manager is a part, which has more than 100had 130 dedicated professionals, including more than 3023 investment professionals globally managing approximately $11based in London and Australia, and $54.3 billion of investor capital as of December 31, 2015.2021. Our Manager’s Investment Committee consists of, among others, Blackstone Real Estate’s global head, chief investment officerco-heads and chief operating officer, as well as the global head and global chairman of BREDS.

Our Manager provides the day-to-day management of the Company’s operations. Our chief executive officer, chief financial officer,Chief Executive Officer and President, Chief Financial Officer, and other executive officers are senior Blackstone Real Estate professionals and we do not have any employees. Because our Management Agreement provides that our Manager is responsible for managing our affairs, our executive officers for fiscal year 20152021 do not currently receive any cash compensation from us or any of our subsidiaries for serving as our executive officers. Additionally, the Management Agreement does not require our Named Executive Officers to dedicate a specific amount of time to fulfilling our Manager’s obligations to us under the Management Agreement and does not require a specified amount or percentage of the fees paid to the Manager to be allocated to the Named Executive Officers. Accordingly,Our Manager does not compensate its employees specifically for such services because these individuals also provide investment management and other services to other investment vehicles that are sponsored, managed or advised by affiliates of our Manager. As a result, our Manager has informed us that it cannot identify the portion of the compensation awarded to our Named Executive Officers by our Manager that relates solely to their services to us, as our Manager does not compensate its employees specificallyus. Accordingly, we are unable to provide complete compensation information for such services. We do not have employment agreements withany of our Named Executive Officers, including our Chief Executive Officer, as the total compensation of our Named Executive Officers reflects the performance of all the investment vehicles for which these individuals provide services, including, but not limited to, us.

For context of our Named Executive Officers’ compensation, our Manager paid our Named Executive Officers ( including Mr. Plavin for the portion of the fiscal year 2021 that he was our Chief Executive Officer) aggregate base salary, cash bonus and Company incentive fee participation payments of $4.8 million during fiscal year 2021, which amount represented 6.1% of the management and incentive fees we do not provide pensionpaid to our Manager in 2021. This aggregate compensation amount excludes (i) incentive payments to our Named Executive Officers by affiliates of our Manager specifically related to the performance of other investment vehicles that are sponsored, managed or retirement benefits, perquisites or other personal benefitsadvised by affiliates of our Manager, (ii) equity grants of Blackstone common stock by affiliates of our Manager to our Named Executive Officers, and we do not have arrangements to make payments(iii) the compensation, disclosed in the Summary Compensation Table, paid by us directly to our Named Executive Officers upon their termination or in the eventduring fiscal year 2021, including equity grants of a change in control of the Company.our restricted class A common stock.

We do not determine the cash compensation payable by our Manager to our Named Executive Officers. Our Manager and its affiliates determine the salaries, bonuses and other wages earned by our Named Executive Officers from our Manager and its affiliates. Our Manager and its affiliates also determine whether and to what extent our Named Executive Officers will be provided with employee benefit plans. We do not have employment agreements with our Named Executive Officers, we do not provide pension or retirement benefits, perquisites or other personal benefits to our Named Executive Officers and we do not have arrangements to make payments to our Named Executive Officers upon their termination or in the event of a change in control of the Company and did not do so upon Mr. Plavin’s resignation as Chief Executive Officer and director in June 2021.

Our Manager and its affiliates compensate their employees, including our Named Executive Officers, in accordance with the Blackstone compensation philosophy. The compensation of senior employees at Blackstone, including our Named Executive Officers, is primarily composed of (a) annual cash bonus payments tied to the performance of the applicable business unit(s) in which such employee works, (b) performance interests/compensation (composed primarily of carried interest and/or incentive fee interests) tied to the performance of the investments made by the funds and other investment vehicles in the business unit in which such employee works or for which he or she has responsibility, including the Company, (c) deferred equity awards reflecting the value of Blackstone’s common stock and/or our class A common stock and (d) additional cash payments and equity awards tied to extraordinary performance of such employee or other circumstances (for example, if there has been a change of role or responsibility). Base salary, which is the fixed element of Blackstone’s senior employee compensation philosophy, generally represents a significantly lesser component of an employee’s total compensation. Blackstone believes that the appropriate combination of annual cash bonus payments and performance interests or deferred equity awards encourages their senior employees, including our Named Executive Officers, to focus on the underlying performance of their investments, as well as the overall performance of the firm and the Company. To that end, the primary form of compensation to Blackstone’s senior employees, including our Named Executive Officers, is variable, performance-based compensation. For 2021, our Named Executive Officers’ compensation from Blackstone, in the aggregate, was apportioned 22.9% to fixed compensation and 77.1% to performance-based compensation.

While we may not pay our Named Executive Officers any cash compensation, we pay our Manager the management and incentive fees described under the heading “Transactions With Related Persons, Promoters and Certain Control Persons—Persons — Investment Management Business Sale and Related Matters” and, in the discretion of the compensation committee of our board of directors, we may also grant our Manager and our Named Executive Officers equity awards pursuant to our equity compensation plans. The management and incentive fees compensate our Manager for the services that it provides to the Company and the equity grants serve to further align the interests of our Manager and our Named Executive Officers with that of the Company and mitigate the possibility of excessive risk taking. As of December 31, 2015,2021, our consolidated balance sheet included $14.4$28.4 million of accrued management and incentive fees payable to our Manager. During the year ended December 31, 2015,2021, we paid $34.8$79.3 million of management and incentive fees to our Manager. In addition, during the year ended December 31, 2015,2021, we reimbursed our Manager for $311,000$601,000 of expenses incurred on our behalf.

The corporate governance committee evaluates the performance of our Manager on an annual basis, in light of the goals and objectives of the Company and the terms of the Management Agreement, and reports its views regarding the performance of our Manager to the board of directors. The board of directors reviews the Company’s long-term strategic plan and the fundamental factors affecting the Company’s successful operation of its business, including the management and performance of the Company’s business in light of the goals and objectives of the Company and the terms of the Management Agreement during at least one meeting a year.

Equity-Based Compensation

The compensation committee may, from time to time pursuant to our Blackstone Mortgage Trust, Inc. 2013 Stock Incentive Plan, or the 2013 Stock Plan, grant our Named Executive Officers equity-based awards, including stock options, restricted shares of our class A common stock, restricted stock units, stock appreciation rights and other equity-based awards. These awards are designed to align the interests of our Named Executive Officers with those of our stockholders, by allowing our Named Executive Officers to share in the creation of value for our stockholders 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 achievement of 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. The compensation committee reviews the recommendations of the Company’s chief executive officer and outside compensation consultants in determining the appropriate size of the equity award for each executive officer.

These recommendations take into account the financial performance of the Company during the prior fiscal year, current market conditions, the performance of each executive officer and the desire to continue to align the interests of each of our executive officers with our stockholders. In 2015, the Company granted 38,243 restricted shares of class A common stock to Mr. Plavin, 17,500 restricted shares of class A common stock to Mr. Armer, 9,000 restricted shares of class A common stock to Mr. Quinlan, 4,500 restricted shares of class A common stock to Mr. Rothschild, and 4,000 restricted shares of class A common stock to Mr. Ruffing, which vest ratably in quarterly installments over three years from the date of the grant with the first two installments vesting together on the six month anniversary of the date of the grant.

Role of Compensation Committee

Currently, we do not have any employees and our executive officers do not receive any cash compensation from us or any of our subsidiaries for serving as executive officers. Accordingly, our compensation committee does not currently make any recommendations regarding the base salaries and target bonus levels of our Named Executive Officers. Our compensation committee reviews and approves the equity basedequity-based awards to be paid or made by us to our Named Executive Officers based on recommendations from the Company’s chief executive officerChief Executive Officer and outside compensation consultants. The compensation committee also oversees risk when it considers granting equity awards to the Manager under the Management Agreement.

Role of Compensation Consultant

TheIn 2021, the compensation committee engaged the services of a compensation consultant, FPL Associates, L.P., or FPL, with respect to the 2013 Stock Plan and the Blackstone Mortgage Trust, Inc. 2013 Manager Incentive Plan, or the 2013 Manager Plan and to review and advise the compensation committee regarding the termssize of the 2016 Stock Plan and 2016 Manager Plan.Company’s equity award pool for 2021. FPL has no other relationships with the Company and is considered an independent third partythird-party advisor. At the time of the engagement of FPL was not engaged byin 2021, the compensation committee to provide any services in 2015. In 2016, the compensation committee engaged FPL and reviewed FPL’s independence. The compensation committeeindependence and determined that FPL’s work for the compensation committee did not raise any conflict of interest pursuant to the SEC and NYSE rules.

Role of Executive Officers

The compensation committee is responsible for approving compensation by us for our Named Executive Officers. Our chief executive officerChief Executive Officer annually reviews the financial performance of the Company, current market conditions and the performance of

each executive officer of the Company and based on these reviews, provides a recommendation regarding the appropriate equity basedequity-based grants, if any, to be presented to the compensation committee for approval.

Say-On-Pay Vote

At our 20152021 annual meeting of stockholders, we provided our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, our executive compensation. More than 99%96% of the votes cast at our 20152021 annual meeting of stockholders voted to approve our executive compensation as described in our proxy statement for the 20152021 annual meeting of stockholders. The compensation committee reviewed the results of this advisory “say-on-pay”“say-on-pay” vote and considered it in determining specific award amounts granted to our Named Executive Officers for 2015.2021. The compensation committee will also carefully consider future stockholder votes on this matter, along with other expressions of stockholder views it receives on specific policies and desirable actions.

Equity-Based Compensation

The compensation committee may, from time to time pursuant to our 2018 Stock Plan, grant our Named Executive Officers equity-based awards, including stock options, restricted shares of our class A common stock, restricted stock units, stock appreciation rights and other equity-based awards. These awards are designed to align the interests of our Named Executive Officers with those of our stockholders, by allowing our Named Executive Officers to share in the creation of value for our stockholders 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 achievement of 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. The compensation committee reviews the recommendations from the Company’s Chief Executive Officer and outside compensation consultants in determining the appropriate size of the equity award for each executive officer. These recommendations take into account the financial performance of the Company during the prior fiscal year, current market conditions, the performance of each executive officer and the desire to continue to align the interests of each of our executive officers with our stockholders.

In 2021, the compensation committee considered a number of individual performance factors that are described below in determining the size of the equity awards granted to each of our Named Executive Officers. There was no specific numerical value given to any individual factor and each factor was considered in light of the other factors noted along with any additional information available to the compensation committee at the time, including market conditions in general. The compensation committee applied its business judgment in assessing the extent to which each Named Executive Officer met his or her objectives. The key factors that the compensation committee considered in making its determination with respect to Ms. Keenan were her assumption of the role of Chief Executive Officer, her performance as Chief Executive Officer and President of the Company, her role in overseeing the financial performance and investing activity of the Company, and her leadership in regard to the strategic direction of the Company. The key factors that the compensation committee considered in making its determination with respect to Mr. Armer were his performance as Executive Vice President, Capital Markets of the Company, his guidance and management of key operational, financing and investment activities of the Company, his oversight of the capital structure of the Company, his role in executing the Company’s strategic direction and his support in investor relations initiatives. The key factors that the compensation committee considered in making such determination with respect to Mr. Marone were his performance as Chief Financial Officer of the Company and his leadership and oversight of its finance, treasury, and operations functions. Mr. Plavin did not receive any equity awards during 2021.

After completing its review of the recommendation of the Chief Executive Officer, the financial performance of the Company, market conditions and the achievement of the individual performance factors of each Named Executive Officer, in December 2021, the Company granted 52,000 restricted shares of class A common stock to Ms. Keenan, 19,500 restricted shares of class A common stock to Mr. Armer, and 11,500 restricted shares of class A common stock to Mr. Marone, which in each case vest (i) with respect to one-sixth of the award, on the date that is six months and one day after the date of grant, or the Initial Vesting Date, and (ii) with respect to the remainder of the award, in equal quarterly installments over ten quarters after the Initial Vesting Date.

During 2018, the Compensation Committee adopted a retirement vesting policy with respect to equity awards. Specifically, as the 2018 Stock Plan provides for the forfeiture of the unvested portion of an award upon a participant’s (as defined in the 2018 Stock Plan) termination of employment, the Compensation Committee determined to adopt a retirement vesting policy to encourage and reward our executives’ continued focus and energy as they near retirement. Under the retirement vesting policy, the Compensation Committee may, on a case-by-case basis, allow participants whose termination of employment would constitute a retirement (as defined below) to retain up to 50% of the unvested portion of the equity awards held by such participant at retirement and allow such portion to continue to vest pursuant to the original vesting terms and over the original vesting periods set forth in the applicable award agreements, regardless of the participant’s termination of employment. The Compensation Committee has delegated the responsibility and authority of determining whether a termination of employment qualifies as a

retirement under the policy to the CEO (with respect to all participants other than the CEO himself) and to select which individuals may participate in the retirement vesting policy. With respect to the CEO, the Compensation Committee has delegated the authority of determining whether his termination of employment qualifies as a retirement under the policy to the Company’s Executive Chairman.

A termination of employment constitutes “retirement” for purposes of the retirement vesting policy if such termination is other than for Cause or on account of death or Disability (each, as defined in the 2018 Stock Plan) and, at the time of such termination, (1) the participant has reached age 65 and has at least five full years of service with the Company and its Affiliates (as defined in the 2018 Stock Plan), including the Manager and its Affiliates, or (2) the participant’s age plus years of service totals at least 65, the participant has reached age 55 and the participant has had a minimum of five years of service.

Hedging and Other Transactions Prohibited

Per our Insider Trading Policy, directors, officers and employees (if any) are prohibited from engaging in transactions in our securities that are inconsistent with a long-term investment in our Company. These transactions include any trading activity designed to profit from fluctuations in the price of these securities, such as short sales or purchasing our securities on margin. Our Insider Trading Policy also prohibits the use of forward contracts, equity swaps, collars, exchange funds, puts, calls, options and other derivative securities or any instruments designed to increase in value as a result of, or hedge or offset any decrease in, the market value of our securities.

Summary Compensation Table

For the year ended December 31, 2015,2021, we did not provide any of our Named Executive Officers with any cash compensation or bonus. The following table sets forth for the year indicated the annual compensation of our Named Executive Officers:

Grants of Plan Based Awards in 20152021

The following table provides information regarding restricted stock awards granted to our Named Executive Officers under the 20132018 Stock Plan during the year ended December 31, 2015.2021.

Narrative Supplement to Summary Compensation Table and Grants of Plan-Based Awards in 2015 Table

As part of our incentive compensation program, in the past we have also granted incentive awards to certain Named Executive Officers in two other forms that are described below. For a further discussion on these awards, see Notes 4, 11 and 13 to the consolidated financial statements in our 2015 Annual Report on Form 10-K that we filed with the SEC on February 16, 2016.

CT Legacy REIT Management Incentive Awards Plan

In conjunction with the restructuring of our debt obligations in March 2011, we created an employee pool for up to 6.75% (subject to certain caps and priority distributions) of the distributions paid to the common equity holders of CT Legacy REIT Mezzanine Borrower, Inc., or CT Legacy REIT, which was merged into CT Legacy Partners, LLC, or CT Legacy Partners, in July 2013. CT Legacy REIT was a majority-owned subsidiary formed in 2011 to which we contributed the legacy loan and securities portfolios of the Company, subject to attendant indebtedness.

On March 31, 2011, Messrs. Plavin, Ruffing and Armer were awarded 35%, 15% and 5%, respectively, of the employee pool subject to the following vesting schedule described below.

As of December 31, 2015, incentive awards for 91% of the pool have been granted and are outstanding, and the remainder was unallocated. If any rewards remain unallocated at the time distributions are paid, any amounts otherwise payable to the unallocated awards will be distributed pro rata to the plan participants then employed by an affiliate of our Manager.

Approximately 50% of the pool is 75% vested as of December 31, 2015, with the remainder contingent on continued employment with an affiliate of our Manager and our receipt of distributions from CT Legacy Partners. Of the remaining 50% of the pool, 27% is fully vested as a result of an acceleration event, and 23% vest only upon our receipt of distributions from CT Legacy Partners.

CTOPI Incentive Management Fee Grants

CT Opportunity Partners I, LP, or CTOPI, is a private investment fund that was previously under our management and is now managed by an affiliate of our Manager. While this affiliate of our Manager earns the

base management fees from CTOPI, we continue to earn any incentive management fees. Incentive management fees are defined as 17.7% of CTOPI’s profits after a 9.0% preferred return and a 100% return of capital to the CTOPI partners. We retained only our carried interest in CTOPI subsequent to the Investment Management Business Sale.

In January 2011, we created a pool for employees equal to 45% of the CTOPI incentive management fee and Messrs. Plavin, Ruffing and Armer were awarded 30%, 10% and 5%, respectively, of the employee pool subject to the vesting schedule described below. As of December 31, 2015, incentive awards for 92% of the pool have been granted and are outstanding, and the remainder was unallocated. If any awards remain unallocated at the time incentive management fees are received by us, any amounts otherwise payable to the unallocated awards will be distributed pro rata to the plan participants then employed by an affiliate of our Manager. Approximately 68% of the pool is two-thirds vested as of December 31, 2015, with the remainder contingent on continued employment with an affiliate of our Manager and upon our receipt of promote distributions from CTOPI. The remaining 32% of the pool is fully vested as a result of an acceleration event.

Both the CT Legacy Partners and the CTOPI awards contain provisions that accelerate vesting of the awards upon an involuntary termination (as defined in our 2007 Long-Term Incentive Plan and our 2011 Long-Term Incentive Plan) from continuous service by affiliates of our Manager. As of December 31, 2015, each of our Named Executive Officers was employed by affiliates of our Manager.

Outstanding Equity Awards at December 31, 20152021

The following table provides information regarding outstanding equity awards of the Named Executive Officers as of December 31, 2015.2021.

Option Exercises and Stock Vested in 20152021

The following table provides information regarding the exercise of stock options and vesting of restricted stock and performance units held by our Named Executive Officers during the year ended December 31, 2015.2021.