2023 Notice of Annual Meeting of
Stockholders and Proxy Statement
Securities Exchange Act of 1934
(Amendment No. )
COLONY CREDIT REAL ESTATE,
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The enclosed materials include a notice of meeting, proxy statement, proxy card, self-addressedpre-paid envelope and Annual Report to Stockholders for the fiscal year ended December 31, 2018.
Stockholders.
for your continued support.
 |  | |
New York, New York
OF STOCKHOLDERS
Thursday,
8:3016, 2023
To be held at: Bank of America Conference Center, 114 West 47th Street, 1st Floor, New York, New York 10036
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21, 2023.
Stockholders as of the Record Date are invited to attend the 2019 annual meeting.
available online at www.proxyvote.com.
31, 2023
Thursday,
16, 2023.
http:
2019
•Place: Bank of America Conference Center, 114 West 47th Street, 1st Floor, New York, New York 10036
•Voting: Only holders of record of the Company’s Class A common stock, $0.01 par value per share (the “common stock”), as of the closeof business on March 19, 201921, 2023 (the “Record Date”) will be entitled to notice and to vote at the 20192023 Annual Meeting of Stockholders (the “Annual“2023 Annual Meeting”) and any postponement or adjournment thereof. Each share of common stock entitles its holder to one vote.
PROPOSAL | BOARD RECOMMENDATION |
| FOR MORE INFORMATION | |||||||||||
| 1 | Election of Directors | FORall nominees | Page | |||||||||||
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To | FOR | Page | ||||||||||||
| 3 | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, | FOR | Page | |||||||||||
| 4 | To approve the BrightSpire Capital, Inc. Charter Amendment to eliminate the supermajority voting requirement in Article VIII, thereby establishing the affirmative vote of a majority of all the votes entitled to be cast on the matter as the voting standard to approve any and all amendments to the Charter (except for those amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the Charter) | FOR | Page 59 | |||||||||||
thereof
.| Proxy Summary | ||
NAME
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| DIRECTOR SINCE
| INDEPENDENCE STATUS
| OCCUPATION
| COMMITTEE MEMBERSHIPS | |||||||||
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Richard B. Saltzman | 62 | 2017 | No(2) | Non-Executive Chairman of the Board | — | — | — | |||||||
Catherine D. Rice(3) | 59 | 2018 | Yes | Private Investor; Former Senior Managing Director of W.P. Carey | M | M | M | |||||||
Vernon B. Schwartz | 68 | 2018 | Yes | Private Investor; Former Executive Vice President iStar | M | C | M | |||||||
Darren J. Tangen | 48 | 2018 | No | President of Colony Capital, Inc. | — | — | — | |||||||
Kevin P. Traenkle | 48 | 2018 | No | Chief Executive Officer & President of the Company | — | — | — | |||||||
John E. Westerfield | 60 | 2018 | Yes | Chief Executive Officer of Mitsui Fudosan America, Inc. | M | M | C | |||||||
Winston W. Wilson | 51 | 2018 | Yes | Private Practice; Adjunct Professor – Pace University | C, E | M | M | |||||||
AGE (1) | COMMITTEE MEMBERSHIPS (2) | ||||||||||||||||||||||
| NAME | DIRECTOR SINCE | INDEPENDENCE STATUS | OCCUPATION | AC | CC | NCG | |||||||||||||||||
Catherine D. Rice (3) | 63 | 2018 | Yes | Private Investor; Former Senior Managing Director of W.P. Carey | M, E | ||||||||||||||||||
| Kim S. Diamond | 58 | 2021 | Yes | Former Founding Executive of Kroll Bond Rating Agency | M | M | |||||||||||||||||
| Catherine Long | 66 | 2021 | Yes | Former Chief Financial Officer of Store Capital, Inc. | C, E | M | |||||||||||||||||
| Vernon B. Schwartz | 72 | 2018 | Yes | Private Investor; Former Executive Vice President iStar | M, E | C | |||||||||||||||||
| John E. Westerfield | 64 | 2018 | Yes | Chief Executive Officer of Mitsui Fudosan America, Inc. | M | C | |||||||||||||||||
| Michael J. Mazzei | 61 | 2020 | No | Chief Executive Officer of BrightSpire Capital, Inc. | |||||||||||||||||||
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Proxy Summary
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| CCCompensation Committee | NCGNominating and Corporate Governance Committee | ||||||
| MCommittee Member | EAudit Committee Financial Expert | ||||||
| Proxy Summary | ||
How to Vote / Authorize a Proxy | Stockholder of Record
name with American Stock Transfer & Trust Company) | Street Name Holders
Broker, Bank or Other Nominee) | ||||||||||||
 | Visit the applicable voting website and follow the on-screen instructions: | www.voteproxy.com | Refer to voting instruction form. | |||||||||||
| BY INTERNET USING A COMPUTER | ||||||||||||||
 | In the United States call: In foreign countries call: |
1-800-proxies 1-718-921-8500 | Refer to voting instruction form. | |||||||||||
| BY TELEPHONE | ||||||||||||||
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| Sign, date and return by mail: | Completed proxy card. | Refer to voting instruction form. | |||||||||||
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 | For instructions on attending the virtual 2023 Annual Meeting, | |||||||||||||
| DURING THE VIRTUAL MEETING | ||||||||||||||
About the Meeting (FAQs)
| About the Meeting (FAQs) | ||
(FAQS)
31, 2023. You are encouraged to monitor our investor relations website at
https://ir.brightspire.com/for updated information about the 2023 Annual Meeting.2023 Annual Meeting?
2023 Annual Meeting?
Please also note that if you hold your shares in “street name” (that is, your shares are held through a bank, broker, trustee or other nominee), you will need to bring a copy of a recent bank or brokerage statement evidencing your ownership of our common stock as of the Record Date.
2023 Annual Meeting.
2023 Annual Meeting?
| About the Meeting (FAQs) | ||
About the Meeting (FAQs)
As of the Record Date, there were 128,513,280129,946,184 shares of our common stock outstanding.
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Alternatively, to participate in and vote your shares at the 2023 Annual Meeting, you must obtain a legal proxy from your broker, bank, trustee or nominee, giving you the right to vote the shares at the meeting, and you will be assigned a virtual control number in order to vote your shares during the 2023 Annual Meeting
.| About the Meeting (FAQs) | ||
About the Meeting (FAQs)
The affirmative vote of a majority of the votes cast at the meeting is required for approval on an advisory basis, of the frequencyadvisory “say on pay” proposal regarding the compensation of holding thesay-on-pay vote in the future. Because stockholders have several voting choices, it is possible that no single choice will receive a majorityour named executive officers. For purposes of the votes cast. In the event no option receivesforegoing, a majority of the votes cast means that the option receiving the most votesnumber of shares that are cast onand are voted “for” the proposal will be deemedmust exceed the preferred optionnumber of stockholders.shares that are cast and are voted “against” the proposal. For purposes of the vote on this proposal, pursuant to our organizational documents and Maryland state law, abstentions and brokernon-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
| About the Meeting (FAQs) | ||
•Proposal 1: FORthe election of directors each of the nominees for director specified in this proxy statement;
•Proposal 2: EVERY YEAR on FOR thenon-binding advisory vote on the frequencyapproval of the advisory vote onresolution approving the compensation forof our named executive officers; and
•Proposal 3: FORthe ratification of the appointment of EY as our independent registered public accounting firm for 2019.
Company Overview
| Company Overview | ||
Colony Credit Real Estate,
The Company is externally managed by CLNC Manager, LLC (the “Manager”), a subsidiary of Colony Capital, Inc. (“Colony Capital”), a NYSE-listed global real estate and investment management firm. The real estate credit markets continually evolve, and we believe the27-year track record of Colony Capital and its affiliates of successfully investing across the real estate capital structure uniquely positions the Company to produce attractive returns across a variety of market conditions and economic cycles. Colony Capital has a highly experienced management team of diverse backgrounds with a demonstrated track record of success at asset managers and investment firms, private investment funds, investment banks and other financial service companies, which provides an enhanced perspective for managing our portfolio. Kevin P. Traenkle, a25-year veteran of Colony Capital, serves as our Chief Executive Officer and President, and Neale W. Redington, a10-year veteran of Colony Capital, serves as our Chief Financial Officer and Treasurer. In addition, supporting our business, David A. Palamé, a12-year veteran of Colony Capital, serves as our General Counsel and Secretary.
Maryland on August 23, 2017 and maintain key offices in New York, New York and Los Angeles, California. The Company intendselected to qualifybe taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxable year ended December 31, 2018. We are organized and conduct our operations to qualify as a REIT and generally are not subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our taxable income to stockholders and maintain qualification as a REIT (although we are subject to U.S. federal income tax on income earned through our taxable subsidiaries). We also operate our business in a manner that will permit us to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended.
| Company Overview | ||
| Company Overview | ||
capitalizing on asset level underwritingØ leveraging long standing relationships, our organization structure and the experience of the team;
Ø primarily originating and structuring CRE senior mortgage loans and selective investments in mezzanine loans and preferred equity with attractive return profiles relative to the underlying value and financial operating performance of the real estate collateral, given the strength and quality of the sponsorship;
identifying appropriate CRE debt securities investments based on the performance of the underlying real estate assets, the impact of such performance on the credit return profile of the investments and our expected return on the investments;
identifying net leased real estate investments based on property location and purpose, tenant credit quality, market lease rates and potential appreciation of, and alternative uses for, the real estate;
Company Overview
creating capital appreciation opportunities through active asset management and equity participation opportunities; and
Østructuring transactions with a prudent amount of leverage, if any, given the risk of the underlying asset’s cash flows, attempting to match the structure and duration of the financing with the underlying asset’s cash flows, including through the use of hedges, as appropriate.
For 2019, we have adopted a portfolio rationalization strategy to divest certain inherited investments, which includenon-core assets and investments that have experienced recent credit events and are meaningfullylow- orno-yielding. Specifically, we combed through the portfolio and identified assets where rationalization and redeployment will lead to accretive, higher yielding returns on equity. The strategy also identified refinancing opportunities, which will take advantage of the current credit markets and create additional investable capital in our portfolio.
As of December 31, 2018, our portfolio consisted of the following investments (dollars in thousands):
Asset
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| Noncontrolling interest(1)
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Senior mortgage loans(3)(4) | 50 | $ | 2,026,394 | $ | 7,449 | $ | 2,018,945 | |||||||||
Mezzanine loans(3)(5) | 18 | 437,789 | 161 | 437,628 | ||||||||||||
Preferred equity(3)(6) | 8 | 298,500 | — | 298,500 | ||||||||||||
CMBS(7) | 53 | 371,227 | — | 371,227 | ||||||||||||
Mortgage loans held in securitization trusts(7) | — | 2,973,936 | — | 2,973,936 | ||||||||||||
Owned realestate-Net lease(8) | 12 | 1,301,314 | 34,490 | 1,266,824 | ||||||||||||
Owned real estate-Other(8)(9) | 13 | 792,444 | 108,127 | 684,317 | ||||||||||||
Private equity interests | 6 | 160,851 | — | 160,851 | ||||||||||||
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Total | 160 | $ | 8,362,455 | $ | 150,227 | $ | 8,212,228 | |||||||||
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Company Overview
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At the closing of the Mergers (as described in “Certain Relationships
1.
| As of the date hereof, the Company’s Board is comprised of six members, including our five independent directors, led by Catherine D. Rice, our Independent Chairperson, Vernon Schwartz, John Westerfield, Kim S. Diamond, Catherine F. Long and Michael J. Mazzei, the Company’s Chief Executive Officer. Prospectively, we will have six directors assuming re-election at the 2023 Annual Meeting, five of whom are independent. As a result, the Company’s Board currently and will reflect independent board membership of 83.3%. All of our NYSE-required Board committees consist solely of independent directors. Independent directors meet regularly in executive session (separate from management). |  | |||||||
| Company Overview | ||
2. Board, oversees management and facilitates open discussion and communication among the independent directors and management.
Ø Board Diversification and Refreshment. |  | |||||||
| Importantly, since inception in 2018, gender and racial/ethnic diversity have been a priority of the Board. Assuming re-election at the 2023 Annual Meeting, 50% of the Board is and will be represented by female members. In addition, as set forth in the table below on page 16, our Board recognizes the benefits of multifaceted diversity, including the importance of having the right mix of skills, expertise, experience, fresh perspectives, and a commitment to continuously reviewing its capabilities. | ||||||||
3.
4.
5. Board
| Company Overview | ||
6. Independent Director Meetings. Independent Directors meet regularly in executive session (separate from management).
7. present.
8. advisors, including (i) an independent compensation consultant to advise the Compensation Committee, and (ii) separate financial and legal advisors to represent the Special Committee.
| Company Overview | ||
| Company Overview | ||
our largest stockholders. The (i) implementation of the 2022 Annual Incentive Plan (and associated financial performance metrics) and allocation of performance restricted stock units as part of our 2023 equity grants to named executive officers, each as described in further detail in the Compensation Discussion & Analysis below, (ii) enhanced portfolio and asset disclosures in our publicly filed periodic reports, (iii) diversified investment strategy targeting smaller balance first mortgage loans, and (iv) our defensive posture in the current market, are each examples of strategic and/or business development efforts influenced by such communications.
Proposal No. 1: Election of Directors
14
| Proposal No. 1: Election of Directors | ||
Westerfield. Upon election at the 2023 Annual Meeting, 83.3% of the Board will be represented by independent directors.
Board of Directors
15
| Board of Directors | ||
qualified.
| COMMITTEE | |||||||||||||||||||||||
AGE (1) | DIRECTOR | INDEPENDENCE | MEMBERSHIPS (2) | ||||||||||||||||||||
| NAME | SINCE | STATUS | OCCUPATION | AC | CC | NCG | |||||||||||||||||
Catherine D. Rice (3) | 63 | 2018 | Yes | Private Investor; Former Senior Managing Director of W.P. Carey | M, E | ||||||||||||||||||
| Kim S. Diamond | 58 | 2021 | Yes | Former Founding Executive of Kroll Bond Rating Agency | M | M | |||||||||||||||||
| Catherine Long | 66 | 2021 | Yes | Former Chief Financial Officer of Store Capital, Inc. | C, E | M | |||||||||||||||||
| Vernon B. Schwartz | 72 | 2018 | Yes | Private Investor; Former Executive Vice President iStar | M, E | C | |||||||||||||||||
| John E. Westerfield | 64 | 2018 | Yes | Chief Executive Officer of Mitsui Fudosan America, Inc. | M | C | |||||||||||||||||
| Michael J. Mazzei | 61 | 2020 | No | Chief Executive Officer of BrightSpire Capital, Inc. | |||||||||||||||||||
AC Audit Committee | CC Compensation Committee | NCG Nominating and Corporate Governance Committee | ||||||
C Committee Chair | M Committee Member | E Audit Committee Financial Expert | ||||||
| Board of Directors | ||
 CATHERINE D. RICE Independent Chairperson Director since 2018 Committee Membership ● Audit Committee |
Catherine D. Rice. Catherine D. Rice is the Independent Chairperson of our Board. Ms. Rice has served as a director of RMG Acquisition Corporation III, a NASDAQ publicly listed company (NASDAQ: RMGCU), since its initial public offering in February 2021, and as a member of the Board of Trustees of Urban Edge Properties, a New York Stock Exchange publicly listed company (NYSE: UE), since March 2023. Ms. Rice served as a director and audit committee member at Store Capital Corporation, a New York Stock Exchange publicly listed company (NYSE: STOR), from November 2017 until its privatization in February 2023. Ms. Rice has over 30 years of experience in the real estate capital and investment markets and in the management and operation of public and private real estate companies. From June 2015 to February 2016, Ms. Rice was Senior Managing Director of W.P. Carey Inc. (“W.P. Carey”), a New York Stock Exchange publicly listed company (NYSE: WPC), one of the largest public global net-lease REITs. Prior to that role, from March 2013 to June 2015, Ms. Rice was Managing Director and Chief Financial Officer of W.P. Carey. While at W.P. Carey, Ms. Rice completed a comprehensive reorganization of the finance, accounting, and IT functions as well as the development of the investor relations and capital markets areas to facilitate the company’s growth plan. She was responsible for financial strategy, public capital-raising initiatives and company-wide strategic evaluation, and was also a member of the operating and investment committees. Prior to joining W.P. Carey, Ms. Rice was a partner and a Managing Director at Parmenter Realty Partners, a private real estate investment firm focused on distressed and value-add properties in the southern regions of the U.S. Her responsibilities included both capital raising and investing for the firm’s fourth fund. Prior to that, Ms. Rice was the Chief Financial Officer of iStar Inc. (“iStar”) (NYSE: STAR), a publicly traded finance company focused on the commercial real estate industry, where she was responsible for financial strategy and capital-raising initiatives, financial reporting and investor relations. Ms. Rice spent the first 16 years of her career as a professional in the real estate investment banking groups of Merrill Lynch, Lehman Brothers and Banc of America Securities. During her career as an investment banker, she was involved in numerous capital-raising and strategic advisory transactions, including REIT IPOs, public and private debt and equity offerings, mergers and acquisitions, leveraged buyouts, and asset and corporate acquisitions and dispositions. Ms. Rice received a Bachelor of Arts degree from the University of Colorado and a Master of Business Administration from Columbia University. Consideration for Ms. Rice's Recommendation: Ms. Rice’s extensive real estate and capital markets experience, her prior leadership as a chieffinancial officer of real estate and finance focused publicly listed companies, as well as her current and past service on the boards of real estate investment trusts and other real estate-based organizations, highlights her value to continue serving as an independent director and Chairperson of the Company. | ||||||||
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| Board of Directors | ||
| Kim S. Diamond. Kim S. Diamond is an independent director of the Company. Ms. Diamond has over 30 years of experience in the commercial real estate capital and structured finance debt capital markets industries. Prior to becoming a board member, Ms. Diamond was a Founding Principal and Head of Structuring and Credit at Crescit Capital Strategies (“Crescit”), a middle-market, commercial real estate debt fund from July 2017 until August 2021. Before joining Crescit, Ms. Diamond was a Founding Executive and Senior Managing Director at Kroll Bond Rating Agency, Inc. (“KBRA”). As a member of the KBRA executive team, Ms. Diamond played a pivotal role in the establishment, growth and ultimate sale of the start-up ratings firm. In addition to running all aspects of KBRA’s Structured Finance Ratings group, Kim was a member of the firm’s policy committee. Prior to joining KBRA, Ms. Diamond was a Managing Director at Standard and Poor’s (“S&P”). As an early member of S&P’s CMBS group, Ms. Diamond participated with other industry veterans in developing the standards and criteria that became the foundation for the US CMBS business. Ms. Diamond served as Practice Leader of S&P’s U.S. Commercial Mortgage Ratings Group and also helped develop S&P’s International CMBS and other Structured Finance efforts via short term management positions in the firm’s Melbourne, Australia and London, England offices. Ms. Diamond also served as the Interim Head of Structured Finance Ratings for S&P’s Asia/Pacific region in Tokyo, Japan. Ms. Diamond has served on the Board of Governors of the Commercial Real Estate Finance Council (“CREFC”), where she held positions as Programming Chair, Membership Chair and Treasurer and has been a recipient of the trade association’s prestigious Founder’s Award. She has also served on the Commercial Board of Governors (“COMBOG”) for the Mortgage Bankers Association (“MBA”). Ms. Diamond currently serves as an advisory board member of Ai SPARK, a start-up commercial real estate fintech firm and Great One Digital Holdings, the parent company of fintech start-ups GreatX and HOMZ Global, and is an adjunct professor at New York University’s School of Professional Studies Schack Institute of Real Estate. Ms. Diamond received a Bachelor of Arts degree from Cornell University and a Master of Business Administration from Columbia University. Consideration for Ms. Diamond’s Recommendation: Ms. Diamond’s extensive knowledge of commercial real estate credit, structured finance and risk management and oversight, her executive leadership and founding role in real estate related organizations, together presents a distinguishable skill set and positions her strongly to continue forward as an independent director of the Company. | |||||||
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 CATHERINE LONG Independent Director Director since 2021 Committee Membership ● Audit Committee (Chair) ● Nominating & Corporate Governance Committee | Catherine Long. Catherine Long is an independent director of the Company. Ms. Long has over 30 years of accounting, operating and financial management expertise. Most recently, Ms. Long was one of the founders of STORE Capital Corporation (NYSE: STOR), an internally managed net-lease real estate investment trust formed in 2011 to focus on single tenant operational real estate of middle market companies across the United States. Ms. Long served as STORE’s Executive Vice President – Chief Financial Officer, Treasurer and Assistant Secretary from its inception in May 2011 until November 2021. As Chief Financial Officer, her responsibilities included financial planning, asset-liability management, treasury, accounting and controls, and serving on STORE’s executive investment committee. Prior to co-founding STORE, Ms. Long was Chief Financial Officer, Senior Vice President and Treasurer of Spirit Realty Capital, Inc. (“Spirit”) from its inception in August 2003 to February 2010. Prior to Spirit, Ms. Long served in various capacities with the Franchise Finance Corporation of America (“FFCA”) and its successor, GE Capital Franchise Finance. Ms. Long was also FFCA’s Principal Accounting Officer and actively participated in FFCA’s real estate limited partnership rollup, as well as numerous securitization transactions and business combinations. Prior to her employment with FFCA, Ms. Long was a senior manager specializing in the real estate industry with the international public accounting firm of Arthur Andersen in Phoenix, Arizona. Ms. Long was named CFO of the Year in 2008 by the Arizona chapter of Financial Executives International. From December 2019 to November 2021, Ms. Long served on the board of directors and audit committee of Oaktree Real Estate Income Trust, Inc., a non-traded, externally-managed REIT, formed to invest in income-producing commercial real estate assets and debt, primarily in the office, multifamily and industrial sectors. She received a Bachelor of Science in accounting with high honors from Southern Illinois University and has been a certified public accountant since 1980. Consideration for Ms. Long's Recommendation: Ms. Long’s career has been highlighted by a longstanding commitment to financial management, accounting and operating discipline and expertise, previously as a founder and chief financial officer of a New York Stock Exchange publicly traded real estate investment trust for 10+ years. With this prior financial expertise and executive experience in the real estate industry, Ms. Long is well positioned to serve as an independent director of the Company. | |||||||
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| Board of Directors | ||
 VERNON B. SCHWARTZ Independent Director Director since 2018 Committee Membership ● Compensation Committee (Chair) ● Audit Committee | Vernon B. Schwartz. Vernon B. Schwartz is an independent director of the Company. Mr. Schwartz was an independent director of NorthStar Real Estate Income Trust, Inc. and a member of its Audit Committee, positions he held between March 2016 and January 2018. Mr. Schwartz served as Executive Vice President at iStar from 2005 to February 2017, where he was responsible for managing a portfolio of real estate investments, including iStar’s condominium portfolio and its European assets. He has also served as President of AutoStar, iStar’s platform focused on the auto dealership market. Mr. Schwartz has been active in real estate investment and development for almost 30 years. Previously, Mr. Schwartz was a founding partner and Chief Executive Officer of Falcon Financial, the predecessor of AutoStar before it was acquired by iStar in 2005. Prior to forming Falcon Financial, Mr. Schwartz was the Chief Executive Officer of Soros Real Estate Advisors, the advisor to Quantum Realty Partners, an offshore real estate investment fund sponsored by George Soros and Paul Reichmann. Mr. Schwartz previously served as Chairman, President and Chief Executive Officer of Catellus Development Corporation, the largest private landowner in the state of California, and also held executive positions at both Bank of Montreal and The Hahn Company, a developer, owner and operator of regional shopping centers. Mr. Schwartz has a Bachelor of Commerce in Economics and a Master of Business Administration from the University of the Witwatersrand in Johannesburg, South Africa. Consideration for Mr. Schwartz'sRecommendation: Mr. Schwartz’s strengths include his knowledge of the real estate investment and finance industries, including his extensive experience in real estate development and portfolio management, both domestically and internationally. With prior executive experience for real estate related companies and his relevant real estate investment acumen, Mr. Schwartz is recommended to serve as an independent director of the Company. | |||||||
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| Board of Directors | ||||||
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 JOHN E. WESTERFIELD Independent Director Director since 2018 Committee Membership ● Nominating & Corporate Governance Committee (Chair) ● Compensation Committee | John E. Westerfield. John E. Westerfield is an independent director of Mr. Westerfield spent the majority of his career as a managing director at Morgan Stanley, having joined the firm in 1985 upon graduation from business school. At Morgan Stanley, Mr. Westerfield worked in numerous roles in investment banking, fixed income and investment management, all with a specialization in commercial real estate finance and investment. In his last role at Morgan Stanley, Mr. Westerfield had responsibility for the firm’s global commercial mortgage finance business. Upon retirement from Morgan Stanley in June 2008, Mr. Westerfield formed and managed Braddock Capital Management LLC, a private company which invested in REITs and commercial real estate related assets, including various office, industrial, multi-family rental and condominium development projects, primarily in the New York area. Mr. Westerfield received a Master of Business Administration from Harvard Business School in 1985 and a Bachelor of Arts in Government from Dartmouth College in 1981. Consideration for Mr. Westerfield’s Recommendation: Mr. Westerfield's extensive knowledge of commercial real estate finance and investment,continuing leadership as a chief executive officer of a prominent U.S. focused real estate investment business, and expertise in strategic business planning and investment strategy, highlight attributes qualifying him to serve as an independent director of the Company. | ||||
Richard B. Saltzman. Richard B. Saltzman is the Chairman of the Board. Most recently, Mr. Saltzman served as the President and Chief Executive Officer and a member of the board of directors of Colony Capital up until November 2018.
Prior to joining the Colony business in 2003, Mr. Saltzman spent 24 years in the investment banking business primarily specializing in real estate-related businesses and investments, concluding that chapter in his career as Managing Director and Vice Chairman of Merrill Lynch’s investment banking division. As a member of the investment banking operating committee, he oversaw the firm’s global real estate, hospitality and restaurant businesses. Previously, he also served as Chief Operating Officer of Investment Banking and had responsibility for Merrill Lynch’s Global Leveraged Finance business. Mr. Saltzman was also responsible for various real estate-related principal investments, including the Zell/Merrill Lynch series of funds, which acquired more than $3.0 billion of CRE assets and where he was a member of the investment committee.
Mr. Saltzman also serves on the board of directors of Kimco Realty Corporation (NYSE: KIM) and is Chairman of the Board of Trustees of NorthStar Realty Europe Corp. (NYSE: NRE). Previously, he also served on the Board of Trustees of Colony Starwood Homes (NYSE: SFR) from January 2016 to June 2017. He was also a member of the Board of Governors of NAREIT, on the board of directors of the Real Estate Roundtable and a member of the Board of Trustees of the Urban Land Institute, Treasurer of the Pension Real Estate Association, a Director of the Association of Foreign Investors in Real Estate and a past Chairman of the Real Estate Capital Policy Advisory Committee of the National Realty Committee.
Mr. Saltzman received his Bachelor of Arts from Swarthmore College in 1977 and a Master of Science in Industrial Administration from Carnegie Mellon University in 1979.
Consideration for Mr. Saltzman’s Recommendation: Mr. Saltzman’s expertise in real estate-related businesses, investments and capital markets, as well as his current and past service on the boards of real estate investment trusts and other real estate-based organizations, provides a valuable perspective to our Board in developing, leading and overseeing our business. Mr. Saltzman’s expertise and experience qualify him to serve as a director and our Chairman.
Catherine D. Rice. Catherine D. Rice is a director of the Company. Ms. Rice has served as a director of Store Capital Corporation, a New York Stock Exchange publicly listed company (NYSE: STOR), since November 2017. Ms. Rice has over 30 years of experience in the real estate capital and investment markets and in the management and operation of public and private real estate companies.
From June 2015 to February 2016, Ms. Rice was Senior Managing Director of W.P. Carey Inc. (“W.P. Carey”), a New York Stock Exchange publicly listed company (NYSE: WPC), one of the largest public globalnet-lease REITs. Prior to that role,
Board of Directors
from March 2013 to June 2015, Ms. Rice was Managing Director and Chief Financial Officer of W.P. Carey. While at W.P. Carey, Ms. Rice completed a comprehensive reorganization of the finance, accounting, and IT functions as well as the development of the investor relations and capital markets areas to facilitate the company’s growth plan. She was responsible for financial strategy, public capital-raising initiatives and company-wide strategic evaluation, and was also a member of the operating and investment committees.
Prior to joining W.P. Carey, Ms. Rice was a partner and a Managing Director at Parmenter Realty Partners, a private real estate investment firm focused on distressed andvalue-add properties in the southern regions of the U.S. Her responsibilities included both capital raising and investing for the firm’s fourth fund. Prior to that, Ms. Rice was the Chief Financial Officer of iStar Inc. (“iStar”) (NYSE: STAR), a publicly traded finance company focused on the commercial real estate industry, where she was responsible for financial strategy and capital-raising initiatives, financial reporting and investor relations.
Ms. Rice spent the first 16 years of her career as a professional in the real estate investment banking groups of Merrill Lynch, Lehman Brothers and Banc of America Securities. During her career as an investment banker, she was involved in numerous capital-raising and strategic advisory transactions, including REIT IPOs, public and private debt and equity offerings, mergers and acquisitions, leveraged buyouts, and asset and corporate acquisitions and dispositions.
Ms. Rice received a Bachelor of Arts degree from the University of Colorado and a Master of Business Administration from Columbia University.
Consideration for Ms. Rice’s Recommendation:Ms. Rice’s extensive real estate and capital markets experience, her recent leadership as a chief financial officer of real estate and finance focused publicly listed companies, as well as her current and past service on the boards of real estate investment trusts and other real estate-based organizations, highlights her value to continue serving as a director (and leadnon-management director) of the Company.
Vernon B. Schwartz. Vernon B. Schwartz is a director of the Company. Mr. Schwartz was an independent director of NorthStar Real Estate Income Trust, Inc. and a member of its Audit Committee, positions he held between March 2016 and January 2018. Mr. Schwartz served as Executive Vice President at iStar from 2005 to February 2017, where he was responsible for managing a portfolio of real estate investments, including iStar’s condominium portfolio and its European assets. He has also served as President of AutoStar, iStar’s platform focused on the auto dealership market.
Mr. Schwartz has been active in real estate investment and development for almost 30 years. Previously, Mr. Schwartz was a founding partner and Chief Executive Officer of Falcon Financial, the predecessor of AutoStar before it was acquired by iStar in 2005. Prior to forming Falcon Financial, Mr. Schwartz was the Chief Executive Officer of Soros Real Estate Advisors, the advisor to Quantum Realty Partners, an offshore real estate investment fund sponsored by George Soros and Paul Reichmann. Mr. Schwartz previously served as Chairman, President and Chief Executive Officer of Catellus Development Corporation, the largest private landowner in the state of California, and also held executive positions at both Bank of Montreal and The Hahn Company, a developer, owner and operator of regional shopping centers.
Mr. Schwartz has a Bachelor of Commerce degree in Economics and a Master of Business Administration from the University of the Witwatersrand in Johannesburg, South Africa.
Consideration for Mr. Schwartz’s Recommendation: Mr. Schwartz’s strengths include his knowledge of the real estate investment and finance industries, including his extensive experience in real estate development and portfolio management, both domestically and internationally. With prior executive experience for real estate related companies and board service for a predecessor of the Company, Mr. Schwartz is recommended to serve as an independent director of the Company.
Darren J. Tangen. Darren J. Tangen is a director of the Company. Mr. Tangen is the President of Colony Capital. Since 2002, Mr. Tangen has held various senior investment related roles at Colony Capital and its predecessors, including Executive Director, and Executive Vice President and Chief Financial Officer. Mr. Tangen was one of the key executives (Chief Financial Officer and Chief Operating Officer) responsible for Colony Financial, Inc., having taken the company public in 2009 and leading it through its successful combination with Colony Capital, LLC in 2015.
Prior to joining the Colony Capital business in 2002, Mr. Tangen held positions at Credit Suisse and Colliers International (NASDAQ: CIGI).
Mr. Tangen received his Bachelor of Commerce from McGill University and his Master of Business Administration in Finance and Real Estate at The Wharton School, University of Pennsylvania where he was recognized as a Palmer Scholar.
Board of Directors
Consideration for Mr. Tangen’s Recommendation:Mr. Tangen’s leadership as a president, chief operating officer and chief financial officer of publicly listed real estate related finance companies, including diversified mortgage and credit real estate investment trusts, his extensive capital markets and real estate investment experience, and substantial knowledge of financial and accounting matters, qualify him to serve as a director of the Company.
Kevin P. Traenkle. Kevin P. Traenkle serves as Chief Executive Officer of the Company. In addition, Mr. Traenkle is the Executive Vice President and Chief Investment Officer of Colony Capital. In his roles at Colony Capital and its predecessors, he has been involved in many facets of the businesses, including business strategy, product development, global client relations, oversight of individual investment and divestment decisions, as well as portfolio construction and risk management.
Prior to rejoining the Colony Capital business in 2002, Mr. Traenkle worked for a private equity investment firm, where, among other responsibilities, he focused on the firm’s real estate-related investment and management activities. Prior to originally joining Colony Capital in 1993, Mr. Traenkle worked in the municipal finance department for the investment bank First Albany Corporation in Albany, New York.
Mr. Traenkle received a Bachelor of Science in Mechanical Engineering in 1992 from Rensselaer Polytechnic Institute in Troy, New York.
Consideration for Mr. Traenkle’s Recommendation: Mr. Traenkle’s leadership as Chief Investment Officer of the commercial real estate investment activities of Colony Capital, with specific focus debt and credit investments for the Company, his oversight of an extensive and global network of investment and asset management professionals, and his successful track record therein, together contribute greatly to his value as a director of the Company.
John E. Westerfield. John E. Westerfield is a director of the Company. Mr. Westerfield serves as Chief Executive Officer of Mitsui Fudosan America, Inc. (“MFA”) and is a member of MFA’s board of directors. MFA is the U.S. subsidiary of Mitsui Fudosan Group, a publicly listed real estate company in Japan. Mr. Westerfield was appointed Chief Executive Officer of MFA in April 2015 after serving as Senior Advisor to MFA’s board of directors from 2012 to 2015.
Mr. Westerfield spent the majority of his career as a managing director at Morgan Stanley, having joined the firm in 1985 upon graduation from business school. At Morgan Stanley, Mr. Westerfield worked in numerous roles in investment banking, fixed income and investment management, all with a specialization in commercial real estate finance and investment. In his last role at Morgan Stanley, Mr. Westerfield had responsibility for the firm’s global commercial mortgage finance business. Upon retirement from Morgan Stanley in June 2008, Mr. Westerfield formed and managed Braddock Capital Management LLC, a private company which invested in REITs and commercial real estate related assets, including various office, industrial, multi-family rental and condominium development projects, primarily in the New York area.
Mr. Westerfield received a Master of Business Administration from Harvard Business School in 1985 and a Bachelor of Arts in Government from Dartmouth College in 1981.
Consideration for Mr. Westerfield’s Recommendation: Mr. Westerfield’s extensive knowledge of commercial real estate finance and investment, continuing leadership as a chief executive officer of a prominent U.S. focused real estate investment business, and expertise in strategic business planning and investment strategy, highlight attributes qualifying him to serve as an independent director of the Company.
Winston W. Wilson. Winston W. Wilson is a director of the Company. Mr. Wilson was an independent director of NorthStar Real Estate Income II, Inc. and the chairman and financial expert of its Audit Committee, positions he held between April 2013 and January 2018. Mr. Wilson has also served as a director of NorthStar/RXR New York Metro Real Estate, Inc. and as the chairman and financial expert of its audit committee between February 2015 and October 2018.
Prior to becoming a board member, Mr. Wilson most recently worked for Grant Thornton’s New York office, from August 2008 until December 2012 as Partner in Charge and Financial Services Industry Leader, and from August 2011 until December 2012 as National Asset Management Sector Leader. Mr. Wilson has over 28 years of experience with financial services companies including, among others, mortgage and equity REITs, broker-dealers, mutual funds and registered investment advisors. Prior to joining Grant Thornton, Mr. Wilson worked for PricewaterhouseCoopers LLP, Credit Suisse First Boston and Brown Brothers Harriman & Co. Mr. Wilson is a certified public accountant in the states of New York, New Jersey and Pennsylvania. He is a member of the American Institute of Certified Public Accountants and New York State Society of CPAs. Mr. Wilson was also previously a member of the American Institute of Certified Public Accountants (AICPA) Investment Company Expert Panel as well as a member of the Strategic Partners Advisory Committee for Managed Funds Associations.
Board of Directors
Mr. Wilson has a Master of Business Administration in Finance and Marketing from New York University’s Stern School of Business in New York, New York and a Master of Science in Economics and a Bachelor of Science in Accounting from Brooklyn College in Brooklyn, New York. Mr. Wilson also has a doctorate degree in management from Pace University, New York, where he is also an adjunct professor.
Consideration for Mr. Wilson’s Recommendation:Mr. Wilson’s expertise in finance and accounting service, through years of service for leading accounting firms in addition to board and audit committee representation for public filing commercial real estate investment companies, highlight his leading qualifications to serve as a director of the Company.
| Board of Directors | ||
 MICHAEL J. MAZZEI Director (Executive) Director since 2020 | Michael J. Mazzei. Michael J. Mazzei is the Company's Chief Executive Officer and a member of our Board. Since April 2020, Mr. Mazzei has led and overseen our operations, including investment and credit risk, capital raising and relationship management activities among stockholders, clients, partners, financing counterparties, research analysts and rating agencies. Mr. Mazzei served as a member of the board of directors of Ladder Capital Corp, (“Ladder”) from June 2017 through March 2020. Previously, Mr. Mazzei served as President of Ladder from June 2012 through June 2017. From September 2009 to June 2012, Mr. Mazzei served as Global Head of the CMBS and Bank Loan Syndication Group at Bank of America Merrill Lynch. Prior to that, Mr. Mazzei served as Co-Head of CMBS and Commercial Real Estate Debt Markets at Barclays Capital from March 2004 to June 2009. Prior to Barclays Capital, Mr. Mazzei spent 20 years at Lehman Brothers, including 18 years in commercial real estate finance-related functions. Having started in commercial mortgage trading in 1984, Mr. Mazzei became the head of CMBS in 1991 and served as the Co-Head of Global Real Estate Investment Banking from March 2002 to February 2004. Mr. Mazzei received a Bachelor of Science from Baruch College and a Juris Doctor from St. John’s University School of Law, and is a graduate of the New York University Real Estate Institute. Consideration for Mr. Mazzei’s Recommendation: Mr. Mazzei’s over 35 years of experience in commercial real estate finance and having served asexecutive officer, director and in other senior leadership positions at a series of commercial real estate financing and banking institutions qualify him to serve as a director of the Company. | ||||
Executive Officers
22
| Executive Officers | ||
NAME | AGE (1) |
| POSITION | |||||||
| Michael J. Mazzei | 61 | |||||||||
| Chief Executive Officer | |||||||||
| Andrew E. Witt | 45 | President & Chief Operating Officer | ||||||||
| 56 | Chief Financial Officer, Treasurer and | ||||||||
David A. Palamé | 45 | General Counsel, Secretary and | ||||||||
|
Kevin P. Traenkle
Neale W. Redington. Neale W. Redington serves above.
vehicles as Chief Financial Officer, which he had performed since August 2015.
corporate finance at Deutsche Bank. Mr. Redington, a Certified Public Accountant (license inactive) and a Chartered Accountant in England & Wales, receivedSaracino holds a Bachelor of Commerce in Accounting degree with HonorsScience from the University of Birmingham in England.
Syracuse University.
In addition, Mr. Palamé also serves as Executive Vice President of the Company and the chief compliance officer of the Company’s registered investment advisor, BrightSpire Capital Advisors, LLC.
| Executive Officers | ||
Corporate Governance
| Corporate Governance | ||
Corporate Governance
| Corporate Governance | ||
Since establishing the Independent Chairperson role, the Company will not maintain a separate additional lead independent director role.
| Corporate Governance | ||
Corporate Governance
from time to time, he or she shall offer his or her resignation to the Nominating and Corporate Governance Committee. The director shall be expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation in this regard.
Ødiversity, age, background, skill and experience;
Øpersonal qualities, high ethical standards and characteristics, accomplishments and reputation in the business community;
Øknowledge and contacts in the communities in which the Company conducts business and in the Company’s industry or other industries relevant to the Company’s business;
Øability and willingness to devote sufficient time to serve on the Board and committees of the Board;
Øknowledge and expertise in various areas deemed appropriate by the Board; and
Øfit of the individual’s skills, experience and personality with those of other directors in maintaining an effective, collegial and responsive Board.
| Corporate Governance | ||
Corporate Governance
are no less favorable to us than those that could be obtained in a transaction between us and an unrelated third party and the nature of any director’s or officer’s involvement in the transaction. In the event any such related party transaction involves a member of the Audit Committee, the transaction must be approved by a majority of the disinterested members of the Audit Committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of beneficial ownership of such securities on Forms 3, 4 and 5 with the SEC. Officers, directors and persons who own more than 10% of a registered class of our equity securities are required to furnish us with copies of all Forms 3, 4 and 5 that they file. Based solely on our review of the copies of such forms we received or written representations from certain reporting persons that no filings on such forms were required for those persons, Except for a late Form 3 filing made December 3, 2018 in connection with our chief accounting officer’s appointment on November 9, 2018, we believe that all such filings required to be made during and with respect to the fiscal year ended December 31, 2018 by Section 16(a) of the Exchange Act were timely made.
Information about Our Board of Directors and its Committees
| Information About Our Board of Directors and Its Committees | ||
2022.
All of our current directors attended the virtual 2022 annual meeting of stockholders, by live webcast.
amended (the “Exchange Act”).
| AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | |||||||||||||
INDEPENDENT DIRECTOR | |||||||||||||||
Catherine D. Rice(1) | M | M | M | ||||||||||||
Vernon B. Schwartz | M | C | M | ||||||||||||
John E. Westerfield | M | M | C | ||||||||||||
Winston W. Wilson | C, E | M | M | ||||||||||||
NUMBER OF MEETINGS HELD IN 2018 | 5 | 6 | 4 | ||||||||||||
C Committee Chair M Committee Member E Audit Committee Financial Expert
| AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | |||||||||||||||||||||
INDEPENDENT DIRECTOR | |||||||||||||||||||||||
Catherine D. Rice (1) | M, E | M | M | ||||||||||||||||||||
Kim S. Diamond (2) | M | M | |||||||||||||||||||||
Catherine Long (3) | C, E | M | |||||||||||||||||||||
Vernon B. Schwartz (4) | M, E | C | M | ||||||||||||||||||||
John E. Westerfield (5) | M | M | C | ||||||||||||||||||||
Winston W. Wilson (3) | C, E | M | M | ||||||||||||||||||||
| NUMBER OF MEETINGS HELD IN 2022 | 4 | 6 | 4 | ||||||||||||||||||||
| C | Committee Chair | M | Committee Member | E | Audit Committee Financial Expert | ||||||||||||||||||
(1) Independent Chairperson. Ms. Rice transitioned off the Compensation Committee and Nominating & Corporate Governance Committee on May 5, 2022. (2) Ms. Diamond joined such committees on May 5, 2022. (3) Ms. Long began service as Chair of the Audit Committee and joined the Nominating & Corporate Governance Committee on May 5, 2022. Mr. Wilson retired as a member of the Board and committees (including as Chair of Audit Committee) upon completing his annual term of service ending concurrent with the 2022 Annual Meeting on May 5, 2022. (4) Mr. Schwartz transitioned off the Nominating & Corporate Governance Committee on May 5, 2022. (5) Mr. Westerfield transitioned off the Audit Committee on May 5, 2022. | |||||||||||||||||||||||
| ||
| Information About Our Board of Directors and Its Committees | ||
Øour accounting and financial reporting processes;
Øthe integrity of our consolidated financial statements and financial reporting process;
Øour systems of disclosure controls and procedures and internal control over financial reporting;
Øour compliance with financial, legal and regulatory requirements and our ethics program;
Øthe evaluation of the qualifications, independence and performance of our independent registered public accounting firm;
Øthe performance of our internal audit function; and
Øthe Company’s overall risk profile and risk management practices.
Information about Our Board of Directors and its Committees
During 2018,2022, the Audit Committee met five (5)four (4) times, including telephonic meetings,by telephone (if applicable), and each member of suchthe Audit Committee attended at least 75%100% of the aggregate number of such meetings.
meetings held during their term of service on the Audit Committee.
Øidentify and recommend to the full Board qualified candidates for election as directors and recommend nominees for election as directors at the annual meeting of stockholders;
Ødevelop and recommend to the Board corporate governance guidelines and implement and monitor such guidelines;
Øreview and make recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;
Ørecommend to the Board nominees for each committee of the Board;
Øannually facilitate the assessment of the Board’s performance as a whole and of individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and
Øoversee the Board’s evaluation of management.
meetings held during their term of service on the Nominating & Corporate Governance Committee.
| Information About Our Board of Directors and Its Committees | ||
oversee the Manager and the management fees and other compensation payable to the Manager;
Øreview and approve on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluate our Chief Executive Officer’s performance in light of such goals and objectives and determine and approve the compensation of our Chief Executive Officer based on such evaluation;
Øreview and approve the compensation, if any, of all of our executive officers, including our “named executive officers”;
Øimplement and administer our incentive compensation equity-based remuneration plans, including the Colony Credit Real Estate, Inc. 2018Company’s 2022 Equity Incentive Plan (the “CLNC Incentive“2022 Plan”);
Øoversee and assist management in preparing the compensation disclosure and analysis for inclusion in our proxy statement and/or annual report;
Øprepare and submit a report on executive compensation to be included in our proxy statement and/or annual report; and
Øreview, evaluate and recommend changes, if appropriate, to the compensation for directors.
Information about Our Boardmeetings held during their term of Directors and its Committees
service on the Compensation Committee.
Director Compensation
| Director Compensation | ||
NON-EXECUTIVENON-EMPLOYEE The Compensation Committee has maintained the policy and compensation in the form described below since 2018.
With respect to the period between the consummation of the Company’s merger on February 1, 2018 and the Annual Meeting, each director receives a ratable allocation of compensation based on the annual cash and equity based compensation to be paid in accordance with theNon-ExecutiveNon-Employee Director Compensation Policy summarized above, with such stock grant vesting May 3, 2019. The Company also reimburses each of the directors for their travel expenses incurred in connection with their attendance at Board and committee meetings.
From
Messrs. Tangen and Traenkle did not receive compensationon May 5, 2022) each received pro rata annual cash for their services2022 service on the Board of Directors or as directorsChair of the Audit Committee, as applicable, during 2018.
such periods of service.
2022
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | |||||||||
Richard B. Saltzman(3) | $ | 12,000 | $ | - | $ | 12,000 | ||||||
Catherine D. Rice | 91,667 | 120,567 | 212,234 | |||||||||
Vernon B. Schwartz | 87,083 | 120,567 | 207,650 | |||||||||
John E. Westerfield | 87,083 | 120,567 | 207,650 | |||||||||
Winston W. Wilson | 91,667 | 120,567 | 212,234 | |||||||||
| Annual | ||||||||||||||
| Fees Earned | Annual | |||||||||||||
| or Paid in | Stock | |||||||||||||
| Name | Cash $ | Awards $ (1) | Total $ | |||||||||||
| Catherine D. Rice | 100,000 | 100,126 | 200,126 | |||||||||||
| Kim S. Diamond | 80,000 | 100,126 | 180,126 | |||||||||||
Catherine Long (2) | 93,150 | 100,126 | 193,276 | |||||||||||
| Vernon B. Schwartz | 95,000 | 100,126 | 195,126 | |||||||||||
| John E. Westerfield | 95,000 | 100,126 | 195,126 | |||||||||||
| Winston W. Wilson | 34,247 | 0 | 34,247 | |||||||||||
| ||
| Director Compensation | ||
Director Compensation
|
|
Until
COMPENSATION DISCUSSION AND ANALYSIS
We have no employeesCompany’s independent compensation consultant and are externally managed by our Manager pursuant to a management agreement (the “Management Agreement”). All of ourChief Executive Officer, enhanced compensation structuring for named executive officers are employeesas follows (each as described in further detail below):
Because the Management Agreement with the Manager provides that the Manager is responsible for managing the affairs of the Company, we do not pay, award or provide our2024.
Pursuant to the terms of the Management Agreement, we reimburse our Manager or its affiliates for our allocable share of the compensation (including annual base salary, bonus and any related withholding taxes and employee benefits) our Manager pays to its personnel serving asChief Operating Officer;
Our Manager is responsible, and we do not reimburse our Manager or its affiliates, for the cash compensation and benefits awarded to personnel of our Manager and its affiliates who serve as our named executive officers other than that for our Chief Financial Officer. In addition, the Management Agreement does not require that any of our named executive officers 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 percentagedate.
Colony Capital’s compensation philosophyprogram is to seek to align the interests of itsour professionals (including our executive officers) with those of its investors and investors in the vehicles that it manages, including us.our stockholders. In setting compensation for its professionals, Colony Capitalthe Company takes into consideration variousquantitative, qualitative and individual factors in determining the total compensation payable to itssuch professionals, includingincluding:
In setting compensation for its professionals, including our named executive officers, Colony Capital didwere not take into account the amount of the management fee we pay to our Manager. For the fiscal year ended December 31, 2018, we incurred a total management fee expense of $43.2 million. We did not pay any incentive compensation fees to our Manager during the fiscal year ended December 31, 2018. For the year ended December 31, 2018, the total reimbursements of expenses incurred by the Manager on behalfemployees of the Company until April 30, 2021, when the Company internalized management upon terminating its management agreement with its former external manager. As a result, we caution placing significant reliance on trailing analyses (whether 3-year, 5-year or similar), that capture and reimbursableaggregate Company performance, results and compensation under the separate stewardship and compensation policies of our prior and now unaffiliated external manager. If referencing data prior to April 30, 2021, we believe such trailing performance measures may not reflect the current organizational structure of the Company from and after our internalization of management.
| Executive Compensation | ||
ExecutiveElements of Compensation
Of the reimbursement amount, $0.7 million represented our aggregate reimbursement for the
Our named executive officers for 2018 were Kevin P. Traenkle, our Chief Executive Officer and President; Neale W. Redington, our Chief Financial Officer and Treasurer; David A. Palamé, our General Counsel and Secretary; and Sujan S. Patel, our former Chief Financial Officer and Treasurer. On November 9, 2018, Mr. Patel resigned from his positions with the Company, and Mr. Redington succeeded Mr. Patel in these capacities.
We have adopted an incentive plan, the CLNC2022 Annual Incentive Plan, under which wewith pay-for-performance compensation objectives, in each case to attract, retain and competitively reward our NEOs.
| Compensation Element | Type of Compensation | Chief Executive Officer 2022 Target % | Other NEO 2022 Target % (average) | |||||||||||
| Annual Base Salary | Fixed | 14% | 18% | |||||||||||
| Annual Cash Incentive Awards | Variable | 32% | 32% | |||||||||||
| Long-Term Incentive Plan Awards | Variable / Equity-Based | 54% | 50% | |||||||||||
| Total | 100% | 100% | ||||||||||||
| Executive Compensation | ||
Our Compensation Committee may, from time to time, grant our named executive officers and Manager (and/directors for further alignment.
| Executive Compensation | ||
| EXECUTIVE COMPENSATION PEERS | |||||||||||
| Starwood Property Trust, Inc. | Ladder Capital Corp. | Granite Point Mortgage Trust Inc. | |||||||||
| iStar Inc. | Arbor Realty Trust, Inc. | MFA Financial, Inc. | |||||||||
| Walker & Dunlop, Inc. | Main Street Capital Corporation | Hercules Capital, Inc. | |||||||||
| Hannon Armstrong Sustainable Infrastructure Capital, Inc. | New York Mortgage Trust, Inc. | ||||||||||
| PERFORMANCE PEERS | ||||||||
| Claros Mortgage Trust, Inc. | Ladder Capital Corp. | Granite Point Mortgage Trust Inc. | ||||||
| Blackstone Mortgage Trust | Apollo Commercial Real Estate Finance | KKR Real Estate Finance Trust | ||||||
| TPG RE Finance Trust | Ares Commercial Real Estate Corp. | Franklin BSP Realty Trust, Inc. | ||||||
| Executive Compensation | ||
| Covered Person | Ownership Threshold (market value of stock held greater than) | ||||
| Chief Executive Officer | 5x Base Salary | ||||
| Other Executive Officers | 3x Base Salary | ||||
| Directors | 5x Annual Cash Retainer | ||||
| Executive Compensation | ||
| Executive Compensation | ||
| Executive Compensation | ||
| Name | 2022 Annual Cash Incentive Target ($) | 2022 Annual Cash Incentive Compensation Earned ($) | |||||||||
| Michael J. Mazzei, Chief Executive Officer | 1,750,000 | 2,030,000 | |||||||||
| Andrew E. Witt, President & COO | 800,000 | 992,000 | |||||||||
| Frank V. Saracino, CFO, Treasurer & EVP | 600,000 | 696,000 | |||||||||
| David A. Palamé, GC, Secretary & EVP | 600,000 | 642,000 | |||||||||
| Executive Compensation | ||
In 2018, our named executive officers which were granted restricted common stock awards in the following amounts: 58,689 sharesform of restricted common stock to Mr. Traenkle, 12,508 shares of restricted common stock to Mr. Redington, 12,809 shares of restricted common stock to Mr. Palamé and 34,737 shares of restricted common stock to Mr. Patel. Thesetime-based vesting restricted stock awards generally(“2022 Restricted Stock”) on May 5, 2022 concurrent with approval of the 2022 Plan as of such date with the number of shares of 2022 Restricted Stock granted based on the following grant date values: Mr. Mazzei - $3,250,000; Mr. Witt - $1,500,000; Mr. Saracino - $1,000,000; and Mr. Palamé - $1,024,300. The 2022 Restricted Stock was issued in shares of our restricted Class A common stock and will vest in three substantially equal installments on each of March 15, 2023, March 15, 2024 and March 15, 2025.
| Executive Compensation | ||
| 2023 LTIP Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 Restricted Stock Awards | 2023 PRSUs | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (# shares) (65%) | (Target unit #) (35%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Michael J. Mazzei, Chief Executive Officer | 282,609 | 152,174 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Andrew E. Witt, President & COO | 141,305 | 76,087 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Frank V. Saracino, CFO, Treasurer & EVP | 89,493 | 48,189 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| David A. Palamé, GC, Secretary & EVP | 91,782 | 49,422 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Executive Compensation | ||
ExecutiveSpecial Note Regarding Non-GAAP Measures
Discussion and Analysis contains certain non-GAAP financial measures which are described in more detail in the section entitled “Pay Versus Performance” in this Proxy Statement and that are derived from non-GAAP measures contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Financial Measures.”
| Executive Compensation | ||
2022
Name and Principal | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
Kevin P. Traenkle | ||||||||||||||||||||||||||||||||||||
Chief Executive | 2018 | — | — | 1,137,980 | — | — | — | — | 1,137,980 | |||||||||||||||||||||||||||
Neale W. Redington(2) | ||||||||||||||||||||||||||||||||||||
Chief Financial | 2018 | 16,794 | — | 242,530 | — | 35,469 | — | 809 | 308,736 | |||||||||||||||||||||||||||
David A. Palamé | ||||||||||||||||||||||||||||||||||||
General Counsel | 2018 | — | — | 248,367 | — | — | — | — | 248,367 | |||||||||||||||||||||||||||
Sujan S. Patel(3) | ||||||||||||||||||||||||||||||||||||
Former Chief | 2018 | 373,314 | 262,738 | 673,550 | — | — | — | 55,047 | 1,401,123 | |||||||||||||||||||||||||||
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as an externally managed Company between January 31, 2018 (inception) and April 30, 2021 (the date of the internalization). Named executive officer titles are as of December 31, 2022.
| Nonqualified | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-Equity | Deferred | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock | Option | Incentive Plan | Compensation | All Other | |||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Principal | Salary | Bonus | Awards (1) | Awards | Compensation | Earnings | Compensation | ||||||||||||||||||||||||||||||||||||||||||||||
| Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) (2) | ($) | ||||||||||||||||||||||||||||||||||||||||||||
| Michael J. Mazzei | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chief Executive Officer | 2022 | 800,000 | — | 3,034,851 | — | 2,030,000 | — | 13,269 | 5,878,120 | ||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 533,333 | 1,500,000 | 3,633,700 | — | — | — | 3,619 | 5,670,652 | |||||||||||||||||||||||||||||||||||||||||||||
| 2020 | — | — | 466,180 | — | — | — | — | 466,180 | |||||||||||||||||||||||||||||||||||||||||||||
| Andrew E. Witt | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| President & | 2022 | 400,000 | — | 1,400,705 | — | 992,000 | — | 13,055 | 2,805,760 | ||||||||||||||||||||||||||||||||||||||||||||
| Chief Operating Officer | 2021 | 266,667 | 900,000 | 2,027,680 | — | — | — | 216 | 3,194,563 | ||||||||||||||||||||||||||||||||||||||||||||
| 2020 | — | — | — | — | — | — | — | 0 | |||||||||||||||||||||||||||||||||||||||||||||
| Frank V. Saracino | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer, | 2022 | 400,000 | — | 933,806 | — | 696,000 | — | 13,055 | 2,042,861 | ||||||||||||||||||||||||||||||||||||||||||||
| Treasurer & | 2021 | 333,333 | 600,000 | 960,480 | — | — | — | 324 | 1,894,137 | ||||||||||||||||||||||||||||||||||||||||||||
| Executive Vice President | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| David A. Palamé | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| General Counsel, | 2022 | 352,500 | — | 956,495 | — | 642,000 | — | 12,954 | 1,963,949 | ||||||||||||||||||||||||||||||||||||||||||||
| Secretary & | 2021 | 235,000 | 600,000 | 1,227,280 | — | — | — | 216 | 2,062,496 | ||||||||||||||||||||||||||||||||||||||||||||
| Executive Vice President | 2020 | — | — | — | — | — | — | — | 0 | ||||||||||||||||||||||||||||||||||||||||||||
2022
Name | Grant Date | All Other Stock Awards; Number of Shares or Stock or Units (#)(1) | Grant Date Fair Value of Stock or Unit Awards ($) | |||||||||||||||||||
Kevin P. Traenkle | 3/15/2018 | 58,689 | 1,137,980 �� | |||||||||||||||||||
Neale W. Redington | 3/15/2018 | 12,508 | 242,530 | |||||||||||||||||||
David A. Palamé | 3/15/2018 | 12,809 | 248,367 | |||||||||||||||||||
Sujan S. Patel(2) | 3/15/2018 | 34,737 | 673,550 | |||||||||||||||||||
| Name | Grant Date | Approval Date (1) | All Other Stock Awards: Number of Shares of Stock (#) (2) | Grant Date Fair Value of Stock or Unit Awards ($) (3) | |||||||||||||
| Michael J. Mazzei | 5/5/2022 | 2/23/2022 | 377,469 | 3,034,851 | |||||||||||||
| Andrew E. Witt | 5/5/2022 | 2/23/2022 | 174,217 | 1,400,705 | |||||||||||||
| Frank V. Saracino | 5/5/2022 | 2/23/2022 | 116,145 | 933,806 | |||||||||||||
| David A. Palamé | 5/5/2022 | 2/23/2022 | 118,967 | 956,495 | |||||||||||||
| ||
| |||
Executive Compensation
2022
| Stock Awards | ||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||||||||
Kevin P. Traenkle | 3/15/2018 | 58,689 | 926,699 | — | — | |||||||||||||||||||||||||||||||||
Neale W. Redington | 3/15/2018 | 12,508 | 197,501 | — | — | |||||||||||||||||||||||||||||||||
David A. Palamé | 3/15/2018 | 12,809 | 202,254 | — | — | |||||||||||||||||||||||||||||||||
Sujan S. Patel(3) | 3/15/2018 | — | — | — | — | |||||||||||||||||||||||||||||||||
|
|
|
2022.
| Stock Awards | |||||||||||||||||||||||||||||||||||
Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) | ||||||||||||||||||||||||||||||||
| Grant Date | (#) | ($) | (#) | ($) | |||||||||||||||||||||||||||||||
| Michael J. Mazzei | 5/5/2022 | 377,469 | 2,351,632 | — | — | ||||||||||||||||||||||||||||||
| 1/12/2021 | 233,334 | 1,453,671 | — | — | |||||||||||||||||||||||||||||||
| 1/12/2021 | — | — | 35,000 | 218,050 | |||||||||||||||||||||||||||||||
| Andrew E. Witt | 5/5/2022 | 174,217 | 1,085,372 | — | — | ||||||||||||||||||||||||||||||
| 1/11/2021 | 126,667 | 789,135 | — | — | |||||||||||||||||||||||||||||||
| 1/11/2021 | — | — | 19,000 | 118,370 | |||||||||||||||||||||||||||||||
| Frank V. Saracino | 5/5/2022 | 116,145 | 723,583 | — | — | ||||||||||||||||||||||||||||||
| 1/11/2021 | 60,000 | 373,800 | — | — | |||||||||||||||||||||||||||||||
| 1/11/2021 | — | — | 9,000 | 56,070 | |||||||||||||||||||||||||||||||
| David A. Palamé | 5/5/2022 | 118,967 | 741,164 | — | — | ||||||||||||||||||||||||||||||
| 1/11/2021 | 76,667 | 477,635 | — | — | |||||||||||||||||||||||||||||||
| 1/11/2021 | — | — | 11,500 | 71,645 | |||||||||||||||||||||||||||||||
With respect to each named executive officer of the Company, there occurred no vesting of2022
|
Upon a2022 with respect to each of our named executive officer’s terminationofficers.
| Stock Awards | ||||||||||||||||||||
| Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (1) | ||||||||||||||||||
| (#) | ($) | |||||||||||||||||||
| Michael J. Mazzei | 116,666 | 1,024,327 | ||||||||||||||||||
| Andrew E. Witt | 63,333 | 556,064 | ||||||||||||||||||
| Frank V. Saracino | 36,559 | 320,988 | ||||||||||||||||||
| David A. Palamé | 46,072 | 404,512 | ||||||||||||||||||
| Executive Compensation | ||
Uponaward agreement) and (iii) a “change in control” (as defined in the CLNC2022 Annual Incentive Plan). Pursuant to the form PRSU award agreements used for 2021 awards, (i) upon the grantee’s death, “disability” (as defined in the 2022 Annual Incentive Plan), or “involuntary termination” (as defined in the award agreement), the PRSUs remain eligible to vest following the end of the performance period based on actual performance, with respect to the sum of the number of PRSUs eligible to vest as of such grantee’s termination plus, if applicable, a pro-rated number of PRSUs, and (ii) upon a “CoC Event” (as defined in the award agreement), the PRSUs will vest in connection with the CoC Event (A) at target, if such CoC Event occurs prior to the first anniversary date or (B) based on actual performance, if such CoC Event occurs on or following the first anniversary date.
| Benefits and Payments | Without Cause or For Good Reason outside CIC Protection Period (1)(2) | Without Cause or For Good Reason during CIC Protection Period (1)(3) | For Cause or Without Good Reason | Death or Disability (4) | Change in Control (No Termination) (5) | ||||||||||||
| Michael J. Mazzei | |||||||||||||||||
Cash Severance (6) | $5,575,000 | $6,850,000 | $0 | $0 | $0 | ||||||||||||
Accelerated Vesting of Equity Awards (7) | $4,023,353 | $4,023,353 | $0 | $4,023,353 | $4,023,353 | ||||||||||||
Medical Benefits (8) | $0 | $0 | $0 | $0 | $0 | ||||||||||||
| Total | $9,598,353 | $10,873,353 | $0 | $4,023,353 | $4,023,353 | ||||||||||||
| Andrew E. Witt | |||||||||||||||||
Cash Severance (6) | $1,200,000 | $3,200,000 | $0 | $0 | $0 | ||||||||||||
Accelerated Vesting of Equity Awards (7) | $1,992,877 | $1,992,877 | $0 | $1,992,877 | $1,992,877 | ||||||||||||
Medical Benefits (8) | $33,054 | $66,108 | $0 | $0 | $0 | ||||||||||||
| Total | $3,225,931 | $5,258,985 | $0 | $1,992,877 | $1,992,877 | ||||||||||||
| Frank V. Saracino | |||||||||||||||||
Cash Severance (6) | $1,000,000 | $2,600,000 | $0 | $0 | $0 | ||||||||||||
Accelerated Vesting of Equity Awards (7) | $1,153,453 | $1,153,453 | $0 | $1,153,453 | $1,153,453 | ||||||||||||
Medical Benefits (8) | $44,973 | $89,946 | $0 | $0 | $0 | ||||||||||||
| Total | $2,198,426 | $3,843,399 | $0 | $1,153,453 | $1,153,453 | ||||||||||||
| David A. Palamé | |||||||||||||||||
Cash Severance (6) | $952,500 | $2,505,000 | $0 | $0 | $0 | ||||||||||||
Accelerated Vesting of Equity Awards (7) | $1,290,445 | $1,290,445 | $0 | $1,290,445 | $1,290,445 | ||||||||||||
Medical Benefits (8) | $28,570 | $57,140 | $0 | $0 | $0 | ||||||||||||
| Total | $2,271,515 | $3,852,584 | $0 | $1,290,445 | $1,290,445 | ||||||||||||
| Executive Compensation | ||
Our named executive officers are not entitled to any additional severance payments or benefits upon termination of employment orvesting as a change in controlresult of the Company.
Asapplicable trigger, multiplied by the closing price of our common stock on the NYSE as of December 31, 2018,30, 2022, the cashlast trading day of the fiscal year, of $6.23.
Executive Compensation
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
| 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 | |||||||||||||||||||||||||||||||||
Equity compensation plans approved by security holders | ||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||
| 272,000 (1) |
| — | 8,751,556 (2) | ||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||
| Total | — | — | 8,751,556 | |||||||||||||||||||||||||||||||||
| Executive Compensation | ||
| Year | Summary Compensation Table Total for Prior CEO 1 (Mr. Traenkle) (1)(2) | Compensation Actually Paid to Prior CEO 1 (Mr. Traenkle) (3) | Summary Compensation Table Total for Prior CEO 2 (Mr. Witt) (1)(2) | Compensation Actually Paid to Prior CEO 2 (Mr. Witt) (3) | Value of Initial Fixed $100 Investment Based on: | Net Income (5) | Return on Average Equity (6) | |||||||||||||||||||
Company Total Shareholder Return (4) | BBREIT Mortgage Index Total Shareholder Return (4) | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | |||||||||||||||||||
| 2020 | 0 | (128,079) | 0 | (115,348) | 59.28 | 77.66 | (353.3) | 6.80 | ||||||||||||||||||
| Year | Summary Compensation Table Total for CEO (Mr. Mazzei) (1) | Compensation Actually Paid to CEO (Mr. Mazzei) (3) | Average Summary Compensation Table Total for Non-CEO NEOs(1)(2) | Average Compensation Actually Paid to Non-CEO NEOs (3) | Value of Initial Fixed $100 Investment Based on: | Net Income (5) | Return on Average Equity (6) | |||||||||||||||||||
Company Total Shareholder Return (4) | BBREIT Mortgage Index Total Shareholder Return (4) | |||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | |||||||||||||||||||
| 2022 | 5,878,120 | 4,005,123 | 2,270,857 | 1,566,837 | 58.35 | 69.75 | 45.8 | 8.04 | ||||||||||||||||||
| 2021 | 5,670,652 | 6,657,752 | 2,383,732 | 2,689,103 | 86.20 | 94.19 | (101.0) | 7.05 | ||||||||||||||||||
| 2020 | 466,180 | 1,072,500 | 265,439 | 35,060 | 59.28 | 77.66 | (353.3) | 6.80 | ||||||||||||||||||
| Executive Compensation | ||
| (1) | In 2020, we were an externally managed company and all of our named executive officers, including our CEO, were employees of our former external manager and/or affiliates thereof. Accordingly, we did not pay, award or provide any cash compensation or benefits to Mr. Kevin P. Traenkle, who served as CEO until his resignation effective February 29, 2020 (“Prior CEO 1”) or to Andrew E. Witt, who served as our interim CEO from March 1, 2020 to April 1, 2020 (“Prior CEO 2”). Michael Mazzei was appointed CEO and President effective April 1, 2020 (continuing as CEO and no longer serving as President since February 22, 2022). In 2020, the other NEOs were Neale W. Redington, our Chief Financial Officer and Treasurer, and David A. Palamé, our General Counsel and Secretary. In 2021 and 2022, the other NEOs were Andrew E. Witt, our Chief Operating Officer (and President, from and after February 22, 2022), Frank V. Saracino, our Chief Financial Officer, Treasurer and Executive Vice President, and David A. Palamé, our General Counsel, Secretary and Executive Vice President. | ||||
| (2) | The values reflected in this column for 2020 reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 24 of the proxy statement of Colony Credit Real Estate, Inc. filed on March 24, 2021 (the “2021 Proxy”). See the footnotes to the SCT in the 2021 Proxy for further detail regarding the amounts in this column. | ||||
| (3) | This column is computed in accordance with Item 402(v) of Regulation S-K with “Compensation Actually Paid” as a calculation that begins with the Summary Compensation Table (“SCT”) total compensation in the given year with certain adjustments prescribed by the SEC rules. Amounts for “Other NEOs” represents the average of each named executive officer (“NEO”) other than the CEO, Prior CEO 1 (“CEO P1”) or Prior CEO 2 (“CEO P2”). | ||||
| Name | Year | SCT Total | SCT Stock Awards | Year End Fair Value of Unvested Stock Awards Granted | Year End Change In Fair Value of Prior Year Unvested Stock Awards | Vesting Date Fair Value of Stock Awards Granted and Vested in the Same Year | Change in Fair Value of Prior Year Stock Awards that Vested | Fair Value of Stock Awards Forfeited | Value of Dividends on Unvested Stock Awards | Compensation Actually Paid | ||||||||||||||||||||||
| CEO | 2022 | $ | 5,878,120 | $ | (3,034,851) | $ | 2,351,632 | $ | (1,440,486) | $ | — | $ | (172,666) | $ | — | $ | 423,374 | $ | 4,005,123 | |||||||||||||
| 2021 | 5,670,652 | (3,633,700) | 4,309,200 | — | — | 157,300 | — | 154,300 | 6,657,752 | |||||||||||||||||||||||
| 2020 | 466,180 | (466,180) | 1,072,500 | — | — | — | — | — | 1,072,500 | |||||||||||||||||||||||
| CEO P1 | 2020 | 0 | — | — | — | — | (170,770) | — | 42,691 | (128,079) | ||||||||||||||||||||||
| CEO P2 | 2020 | 0 | — | — | 66,131 | — | (55,996) | — | 6,779 | (115,348) | ||||||||||||||||||||||
| NEO Average | 2022 | 2,270,857 | (1,097,002) | 850,040 | (541,897) | — | (72,009) | — | 156,848 | 1,566,837 | ||||||||||||||||||||||
| 2021 | 2,383,732 | (1,405,147) | 1,621,080 | 13,154 | — | 21,555 | — | 54,729 | 2,689,103 | |||||||||||||||||||||||
| 2020 | 265,439 | — | — | (131,589) | — | (109,589) | — | 10,800 | 35,060 | |||||||||||||||||||||||
| |||||
| (5) | Net Income (Loss) as determined in accordance with generally accepted accounting principles in the | ||||
| (6) | Return on Average Equity is defined in “Non-GAAP Financial Measures” below. |
| Executive Compensation | ||
| Executive Compensation | ||
on Form 10-K for the year ended December 31, 2022 in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Financial Measures.”
| Executive Compensation | ||
| Compensation Committee Report | ||
Catherine D. Rice
Chair
Kim S. Diamond
John E. Westerfield
Winston W. Wilson
Security Ownership of Certain Beneficial Owners and Management
| Security Ownership of Certain Beneficial Owners and Management | ||
•each director;
•each of our named executive officers; and
•all of our directors and executive officers as a group.
Common Share Equivalents(2) | Class A Common Stock | ||||||||||||||
| Name and Address of Beneficial Owner(1) | Number | Percentage | Percentage(2) | ||||||||||||
5% Stockholders | |||||||||||||||
Colony Capital, Inc. | 47,936,489 | (3) | 36.43% | 34.91% | |||||||||||
The Vanguard Group | 7,252,455 | (4) | 5.51% | 5.64% | |||||||||||
Directors, Director Nominees and Executive Officers: | |||||||||||||||
Richard B. Saltzman | 37,129 | * | * | ||||||||||||
Catherine D. Rice | 6,218 | * | * | ||||||||||||
Vernon Schwartz | 12,431 | * | * | ||||||||||||
John E. Westerfield | 6,218 | * | * | ||||||||||||
Winston W. Wilson | 13,184 | * | * | ||||||||||||
Darren J. Tangen | 65,759 | * | * | ||||||||||||
Kevin P. Traenkle | 152,877 | * | * | ||||||||||||
Neale W. Redington | 45,086 | * �� | * | ||||||||||||
David A. Palamé | 34,395 | * | * | ||||||||||||
Sujan S. Patel | 0 | * | |||||||||||||
All directors and executive officers as a group | 373,297 | * | * | ||||||||||||
|
* Less than one percent. (1)The address of each | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Security Ownership of Certain Beneficial Owners and Management
|
Proposal No. 2: Advisory Vote on the Frequency of the Votedirectors and executive officers is c/o BrightSpire Capital, Inc., 590 Madison Avenue, 33rd Floor, New York, NY 10022.
| Proposal No. 2: Advisory Vote on Executive Compensation | ||||
We
Every year;
Every two years;
Every three years; or
Abstain from voting on this proposal.
The Board has determined that holding asay-on-pay vote every year isaddress any specific item of compensation, but rather addresses the most appropriate recommendation for the Company. In recommending an annual advisory vote onoverall compensation of our named executive compensation beginning in 2020, the Board considered that an annual vote will allowofficers and our stockholders to provide us with timely feedback on our compensationphilosophy, policies and practices relating to their compensation as discloseddescribed in thethis proxy statement every year, which will allow us to take action, if appropriate, on a real-time basis. Additionally, an annualsay-on-pay vote will further our general policy of seeking regular input from,in accordance with the SEC’s compensation disclosure rules. Please see “
BecauseAnalysis, compensation tables and narrative discussion, is hereby APPROVED on an advisory basis.”
address those concerns.
Proposal No. 3: Ratification of Appointment of Our Independent Registered Public Accounting Firm
Table of Contents | ||||
| Proposal No. 3: | Ratification of Appointment of Our Independent Registered Public Accounting Firm | |||
Audit Committee Report
| Audit Committee Report | ||
The following report of the Audit Committee of the Board, or the Board, of Colony Credit Real Estate, Inc., a Maryland Corporation, or the Company, does not constitute soliciting material and should not be considered filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this report by reference therein.
Winston W. Wilson, Chairperson
John E. Westerfield
Independent Registered Public Account Firm’s Fees
57
| Independent Registered Public Accounting Firm's Fees | ||
TYPE OF FEE
| 2018
| 2017
| ||||||
Audit Fees(1) | $ | 2,085,500 | $ | 150,000 | ||||
Audit-Related Fee(2) | 500,000 | — | ||||||
Tax Fee(3) | 50,750 | — | ||||||
All Other Fees | — | — | ||||||
Total
| $
| 2,636,250
|
|
| $—
|
| ||
|
|
|
| TYPE OF FEE | 2022 | 2021 | |||||||||||||||
Audit Fees (1) | $1,605,649 | $2,931,225 | |||||||||||||||
| Audit-Related Fee | — | — | |||||||||||||||
Tax Fee (2) | 651,871 | 468,288 | |||||||||||||||
| All Other Fees | — | — | |||||||||||||||
| Total | $2,257,520 | $3,399,513 | |||||||||||||||
Certain Relationships
| PROPOSAL NO. 4: Approval Of The BrightSpire Capital, Inc. Amended Charter | ||
Reasons for the Charter Amendment
| PROPOSAL NO. 4: Approval Of The BrightSpire Capital, Inc. Amended Charter | ||
| Certain Relationships and Related Transactions | ||
THE COMBINATION
On January 31, 2018, the Company completed the transactions contemplated by that certain Master Combination Agreement, dated as of August 25, 2017, as amended and restated on November 20, 2017 (the “Combination Agreement”), by and among (i) the Company, (ii) the Operating Partnership, (iii) Colony Capital Operating Company, LLC (“CLNY OP”), a Delaware limited liability company and the operating company of Colony Capital, (iv) NRF RED REIT Corp., a Maryland corporation and indirect subsidiary of CLNY OP (“RED REIT”), (v) NorthStar Real Estate Income Trust, Inc., a Maryland corporation (“NorthStar I”), (vi) NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership and the operating partnership of NorthStar I (“NorthStar I OP”), (vii) NorthStar Real Estate Income II, Inc., a Maryland corporation (“NorthStar II”), and (viii) NorthStar Real Estate Income Operating Partnership II, LP, a Delaware limited partnership and the operating partnership of NorthStar II (“NorthStar II OP”).
Pursuant to the Combination Agreement, (i) CLNY OP contributed and conveyed to the Company a select portfolio of assets and liabilities (the “CLNY Contributed Portfolio”) of CLNY OP (the “CLNY OP Contribution”), (ii) RED REIT contributed and conveyed to the OP a select portfolio of assets and liabilities of RED REIT (together with the CLNY OP Contribution, the “CLNY Contributions”), (iii) NorthStar I merged with and into the Company, with the Company surviving the merger (the “NorthStar I Merger”), (iv) NorthStar II merged with and into the Company, with the Company surviving the merger (the “NorthStar II Merger” and, together with the NorthStar I Merger, the “Mergers”), and (v) immediately following the Mergers, the Company contributed and conveyed to the OP the CLNY Contributed Portfolio and the equity interests of each of NorthStar I OP and NorthStar II OP then-owned by the Company in exchange for units of membership interest in the OP (the “Company Contribution” and, collectively with the Mergers and the CLNY Contributions, the “Combination”).
On January 31, 2018, we
Øthe act or omission of the director or executive officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
Øthe director or executive officer actually received an improper personal benefit in money, property or services; or
Øwith respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe that his or her conduct was unlawful;
Certain Relationships and Related Transactions
it has been adjudged that such director or executive officer is liable to us with respect to such proceeding and (ii) have no obligation to indemnify or advance expenses of such director or executive officer for a proceeding brought by such director or executive officer against the Company, except for a proceeding brought to enforce indemnification underSection 2-418 of the MGCL or as otherwise provided by our charter or bylaws, a resolution of the Board of Directors or an agreement approved by the Board of Directors.
MANAGEMENT AGREEMENT WITH OUR MANAGER
On January 31, 2018, the Company and the OP entered into a management agreement (the “Management Agreement”) with the Manager, pursuant to which the Manager manages the Company’s assets and itsday-to-day operations. The Manager will be responsible for, among other matters, (1) the selection, origination, acquisition, management and sale of the Company’s portfolio investments, (2) the Company’s financing activities and (3) providing the Company with investment advisory services. The Manager is also responsible for the Company’sday-to-day operations and will perform (or will cause to be performed) such services and activities relating to the Company’s investments and business and affairs as may be appropriate. The Management Agreement requires the Manager to manage the Company’s business affairs in conformity with the investment guidelines and other policies that are approved and monitored by the Board. Each of the Company’s executive officers is also an employee of the Manager or its affiliates. The Manager’s role as Manager will be under the supervision and direction of the Company’s Board.
The initial term of the Management Agreement expires on the third anniversary of the closing of the Mergers and will be automatically renewed for aone-year term each anniversary date thereafter unless earlier terminated as described below. The Company’s independent directors review the Manager’s performance and the fees that may be payable to the Manager annually and, following the initial term, the Management Agreement may be terminated if there has been an affirmative vote of at leasttwo-thirds of the Company’s independent directors determining that (1) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company or (2) the compensation payable to the Manager, in the form of base management fees and incentive fees taken as a whole, or the amount thereof, is not fair to the Company, subject to the Manager’s right to prevent such termination due to unfair fees by accepting reduced compensation as agreed to by at leasttwo-thirds of the Company’s independent directors. The Company must provide the Manager 180 days’ prior written notice of any such termination.
The Company may also terminate the Management Agreement for cause (as defined in the Management Agreement) at any time, including during the initial term, without the payment of any termination fee, with at least 30 days’ prior written notice from the Company’s Board. Unless terminated for cause, the Manager will be paid a termination fee as described below. The Manager may terminate the Management Agreement if the Company becomes required to register as an investment company under the Investment Company Act with such termination deemed to occur immediately before such event, in which case the Company would not be required to pay a termination fee. The Manager may decline to renew the Management Agreement by providing the Company with 180 days’ prior written notice, in which case the Company would not be required to pay a termination fee. The Manager may also terminate the Management Agreement with at least 60 days’ prior written notice if the Company breaches the Management Agreement in any material respect or otherwise is unable to perform its obligations thereunder and the breach continues for a period of 30 days after written notice to the Company, in which case the Manager will be paid a termination fee as described below.
Fees to our Manager – Base Management Fee
The base management fee payable to the Manager is equal to 1.5% of the Company’s stockholders’ equity (as defined in the Management Agreement), per annum (0.375% per quarter), payable quarterly in arrears in cash. For purposes of calculating the base management fee, the Company’s stockholders’ equity means: (a) the sum of (1) the net proceeds received by the Company (or, without duplication, the Company’s direct subsidiaries, such as the OP) from all issuances of the Company’s or such subsidiaries’ common and preferred equity securities since inception (allocated on a pro rata basis for such issuances during the calendar quarter of any such issuance), plus (2) the Company’s cumulative core earnings (as defined in the Management Agreement) from and after the Closing Date to the end of the most recently completed calendar quarter, less (b)(1) any distributions to the Company’s common stockholders (or owners of common equity of the Company’s direct subsidiaries, such as the OP, other than the Company or any of such subsidiaries), (2) any amount that the Company or any of the Company’s direct subsidiaries, such as the OP, have paid to (x) repurchase for cash the Company’s common stock or common equity securities of such subsidiaries or (y) repurchase or redeem for cash the Company’s preferred equity securities
Certain Relationships and Related Transactions
or preferred equity securities of such subsidiaries, in each case since the Closing Date and (3) any incentive fee (as described below) paid to the Manager since the Closing Date.
For the year ended December 31, 2018, the total management fee expense incurred was $43.2 million. As of December 31, 2018 there was $11.5 million of unpaid management fee included in due to related party in the Company’s consolidated balance sheets.
Fees to our Manager – Incentive Fee
The incentive fee payable to the Manager is equal to the difference between (i) the product of (a) 20% and (b) the difference between (1) core earnings (as defined in the Management Agreement) for the most recent12-month period (or the Closing Date if it has been less than 12 months since the Closing Date), including the current quarter, and (2) the product of (A) common equity (as defined in the Management Agreement) in the most recent12-month period (or the Closing Date if it has been less than 12 months since the Closing Date), and (B) 7% per annum and (ii) the sum of any incentive fee paid to the Manager with respect to the first three calendar quarters of the most recent12-month period (or the Closing Date if it has been less than 12 months since the Closing Date), provided, however, that no incentive fee is payable with respect to any calendar quarter unless core earnings (as defined in the Management Agreement) is greater than zero for the most recently completed 12 calendar quarters (or the Closing Date if it has been less than 12 calendar quarters since the Closing Date).
The Company did not incur any incentive fees during the year ended December 31, 2018.
Reimbursement of Expenses
Reimbursement of expenses related to the Company incurred by the Manager, including legal, accounting, financial, due diligence and other services are paid on the Company’s behalf by the OP or its designee(s). The Company reimburses the Manager for the Company’s allocable share of the salaries and other compensation of the Company’s chief financial officer and certain of its affiliates’non-investment personnel who spend all or a portion of their time managing the Company’s affairs, and the Company’s share of such costs are based upon the percentage of such time devoted by personnel of our Manager (or its affiliates) to the Company’s affairs. The Company may be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the Company’s operations, including direct costs incurred for the benefit of certain portfolio investments owned by the Company.
For the year ended December 31, 2018, the total reimbursements of expenses incurred by the Manager on behalf of the Company and reimbursable in accordance with the Management Agreement was $10.4 million.
Termination Fee
We will be required to pay a termination fee equal to three (3) times the sum of (x) the average annual base management fee and (y) the average annual incentive fee, in each case earned by our Manager during the24-month period immediately preceding the most recently completed calendar quarter prior to the date of termination. Additionally, upon termination of the Management Agreement for any reason, including for cause, we will be required to pay our Manager all accrued and unpaid fees and expense reimbursements earned prior to the date of termination.
Other Payables to our Manager
Other payables to the Manager include Combination related adjustments that consist of certain cash contributions from and distributions to Colony Capital or its subsidiaries on behalf of the CLNY Contributed Portfolio.
For the year ended December 31, 2018, the other payables to Manager was $6.9 million and the net liabilities assumed in the Combination was $6.4 million. Both of these were paid during the year ended December 31, 2018.
Equity-Based Compensation to Our Manager
For services provided by or on behalf of our Manager for the benefit of the Company, in furtherance of recommendations received from our Chief Executive Officer, our Manager and outside compensation consultant, the Compensation Committee approved grants of restricted common stock to the Manager (and/or its employees) pursuant to the CLNC Incentive Plan,
Certain Relationships and Related Transactions
including an aggregate of 620,063 shares in March 2019, and previously 855,452 shares in March 2018. In each instance, the Compensation Committee applied the principles set forth above in “Executive Compensation—Equity-Based Compensation” and our Manager evaluated the performance of, and thereafter granted such shares of restricted common stock to, certain employees of our Manager and its affiliates providing services for the benefit of our Manager and the Company. The restricted stock granted to and then by our Manager as described herein generally vest in three substantially equal installments on each of the first three anniversaries of the grant date.
STOCKHOLDERS AGREEMENT
In connection with the Combination, on January 31, 2018, the Company entered into a Stockholders Agreement with CLNY OP (the “Stockholders Agreement”). Pursuant to the Stockholders Agreement, until the later of the two year anniversary of the closing of the Combination and the second annual meeting of stockholders of the Company, CLNY OP will cause its shares of common stock to be present for purposes of establishing a quorum of the stockholders at any meeting of stockholders of the Company and to cause its shares of common stock to be voted in favor of the director nominees recommended by the Board in the Company’s definitive proxy statement on Schedule 14A. The Stockholders Agreement also provides that, until the later of the two year anniversary of the closing of the Combination and the second annual meeting of stockholders of the Company, CLNY OP will not, and will cause its affiliates not to (each solely in its capacity as a Company stockholder), take any action to change the composition of the Board in a manner that results in the Board being comprised of less than a majority of independent directors.
REGISTRATION RIGHTS AGREEMENT
In connection with the closing of the Combination, on
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Pursuant to the Registration Rights Agreement CLNY OP and RED REIT are also entitled to receive notice of any proposed underwritten public offering for the Company’s own account or for another security holder. Such holders may request in writing within five business days following receipt of such notice to participate in any underwritten public offering; provided that if the number of shares of common stock as to which registration has been demanded exceeds the maximum number of shares that can be sold in such offering without adversely affecting its success, the shares of common stock requested by CLNY OP or RED REIT may be cutback from such underwritten public offering.
The Company is required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares by the holders. The Company also is required to indemnify each holder who includes registrable securities in any registration and any person who is or might be deemed a controlling person of such holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against certain liabilities incurred in connection with the registration of such holder’s registrable securities.
The registrationtheir rights described above will terminate as to any stockholder at such time as all of such stockholder’s securities could be sold in a single calendar quarter without compliance with the registration requirements of the Securities Act pursuant to Rule 144.
TRADEMARK LICENSE AGREEMENT
On January 31, 2018, a subsidiary of our Company entered into license agreements with each of CLNY OP and Colony Capital, pursuant to which CLNY OP and Colony Capital granted us anon-exclusive, royalty-free license to use the name and trademark “Colony”, and the logo for Colony Capital.
Certain Relationships and Related Transactions
Each license agreement provides CLNY OP or Colony Capital, as applicable, with the right to terminate the applicable license agreement in the event that: (1) our Company becomes insolvent or admits its inability to pay its debts; (2) our Company becomes subject to any bankruptcy or insolvency proceeding; (3) our Company is dissolved or liquidated or takes any corporate action for such purpose; (4) our Company makes a general assignment for the benefit of creditors; (5) our Company has an agent appointed by a court to take charge of or sell any material portion of its property or business; or (6) any lawsuit or proceeding is commenced (or claim threatened) relating to the relevant marks or the relevant trademark license agreement. The license agreement automatically terminates (i) upon a change of control of our Company without the consent of CLNY OP or Colony Capital, as applicable, or (ii) in the event the Manager or one of its affiliates ceases to be the external manager of the Company for any reason. CLNY OP and Colony Capital alsothereunder have the right to terminate the applicable license agreement without cause upon 120 days’ prior written notice.
INVESTMENT ACTIVITY
All investment acquisitions are approvedtherefore terminated in accordance with the Company’s investment and related party guidelines, which may include approval by either the Audit Committee or disinterested members of the Company’s Board. No investment by the Company will require approval under the related party transaction policy solely because such investment constitutes aco-investment made by and between the Company and any of its subsidiaries, on the one hand, and one or more investment vehicles formed, sponsored, or managed by an affiliate of the Manager on the other hand.
In November 2016, NorthStar II entered into a $284.2 million securitization financing transaction (“Securitization2016-1”). Securitization2016-1 was collateralized by a pool of 10 CRE debt investments with a committed aggregate principal balance of $254.7 million primarily originated by NorthStar II and three senior participations with a committed aggregate principal balance of $29.5 million originated by NorthStar I. An affiliate of the Manager was appointed special servicer of Securitization2016-1. The transaction was approved by the NorthStar II’s board of directors, including all of its independent directors. Securitization2016-1 was assumed by the Company in connection with the Combination.
In July 2017, NorthStar II entered into a joint venture with an affiliate of the Manager to make a $60.0 million investment in a $180.0 million mezzanine loan which was originated by such affiliate of the Manager. The transaction was approved by NorthStar II’s board of directors, including all of its independent directors. The investment was purchased by the Company in connection with the Combination. In June 2018, the Company increased its commitment to $101.8 million in connection with the joint venture bifurcating the mezzanine loan into a mezzanine loan and a preferred equity investment. As of December 31, 2018, the Company had an unfunded commitment of $18.4 million remaining. The Company’s interest in both the underlying mezzanine loan and preferred equity investment is 31.8%, and the affiliate entities own the remaining 68.2%. Both the underlying mezzanine loan and preferred equity investment carry a fixed 12.9% interest rate. This investment is recorded in investments in unconsolidated ventures in the Company’s consolidated balance sheets.
In May 2018, the Company acquired an $89.1 million (at par) preferred equity investment in an investment vehicle that owns a seven-property office portfolio located in the New York metropolitan area from an affiliate of the Company’s Manager. The affiliate has a 27.2% ownership interest in the borrower. The preferred equity investment carries a fixed 12.0% interest rate. This investment is recorded in loans and preferred equity held for investment, net in the Company’s consolidated balance sheets.
In July 2018, the Company acquired a $326.8 million Class A office campus located in Norway from an affiliate of the Company’s Manager. In connection with the purchase, the Company assumed senior mortgage financing from a private bond issuance of $197.7 million. The bonds have a seven-year term remaining, and carry a fixed interest rate of 3.91%.
In July 2018, the Company entered into a joint venture to invest in a development project for land and a Grade A office building in Ireland. The Company agreed to invest up to $69.9 million of the $139.7 million total commitment. The Companyco-invested along with two affiliates of the Manager, with the Company owning 50.0% of the joint venture and the affiliate entities owning the remaining 50.0%. The joint venture invested in a senior mortgage loan of $66.7 million with a fixed interest rate of 12.5% and a maturity date of 3.5 years from origination and common equity.
In October 2018, the Company entered into a joint venture to invest in amixed-use development project in Ireland. The Company agreed to invest up to $162.4 million of the $266.5 million total commitment. The Companyco-invested along with two affiliates of the Manager, with the Company owning 61.0% of the joint venture and the affiliate entities owning the
Certain Relationships and Related Transactions
remaining 39.0%. The joint venture will invest in a senior mortgage loan with a fixed interest rate of 15.0% and a maturity date of 2.0 years from origination.
In October 2018, the Company acquired a $20.0 million mezzanine loan from an affiliate of the Company’s Manager, secured by a pledge of an ownership interest in a luxury condominium development project located in New York, NY. The loan bears interest at 9.5% plus LIBOR.
Other Matters
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2024
December 2, 2023.
STOCKHOLDER NOMINATIONS AND RECOMMENDATIONS OF POTENTIAL CANDIDATES
The Nominating and Corporate Governance Committee will consider written recommendations from
the name, age and business address of the individual(s) recommended for nomination;
the class, series and number of any shares of our stock that are beneficially owned by the individual(s) recommended for nomination;
the date such shares of our stock were acquired by the individual(s) recommended for nomination and the investment intent of such acquisition;
whether and the extent to which the individual(s) recommended for nomination or the nominating stockholder(s) have engaged in any hedging, derivative or similar transactions involving our securities, including our common stock, since our last annual meeting; and
all other information relating to such candidate that would be required to be disclosed pursuant to Regulation 14ARule 14a-19 under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.
The Nominating and Corporate Governance Committee expects to use a similar process to evaluate candidates to our Board recommended by stockholders as the one it uses to evaluate candidates otherwise identified by the Nominating and Corporate Governance Committee.
A copy of
Other Matters
shares through that broker or bank. This practice of sending only one copy of proxy materials is known as “householding.” If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, your broker has sent one copy of our annual report and proxy statement to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm and your account number to Broadridge Financial Solutions Inc., 51 Mercedes Way, Edgewood, NY 11717.
590 Madison Avenue, 34th Floor
New York, New York 10022
www.clncredit.com
Proxy
Solicited on Behalf ofthose amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors
The undersigned hereby appoints Neale W. Redington and David A. Palamé, and eachapproved by the affirmative vote of them, with full powera majority of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would bevotes entitled to vote if personally present and acting atbe cast on the Annual Meeting of Stockholders of Colony Credit Real Estate, Inc.,matter.
(ContinuedCorporation and approved by stockholders of the Corporation entitled to vote thereon as required by law.
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ANNUAL MEETING OF STOCKHOLDERS OF
COLONY CREDIT REAL ESTATE, INC.
May 2, 2019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2019.
The Notice
http://www.astproxyportal.com/ast/CLNC
Please sign, dateon its behalf by its Chief Executive Officer and mail
your proxy card in the
envelope provided as soon
as possible.
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| ATTEST: | BRIGHTSPIRE CAPITAL, INC. | |||||||||||||||||||||||||||||||||||||
| ____________________________ | By: | ||||||||||||||||||||||||||||||||||||
Name: David A. Palamé Title: Secretary | | Name: Michael J. Mazzei Title: Chief Executive Officer | ||||||||||||||||||||||||||||||||||||
