Brightspire Capital Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five director nominees (Catherine D. Rice, Kim S. Diamond, Catherine Long, Vernon B. Schwartz, Michael J. Mazzei) to serve until the 2027 annual meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of named executive officers as of December 31, 2025.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

4. 4

   Approval of an Amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan

   ManagementBoard: FOR

   Approve a second amendment to the 2022 Equity Incentive Plan to increase available shares by 10,000,000 and add a cash-denominated limit on awards to non-employee directors.

   More detail

   The proposal requests shareholder approval to amend the Company’s 2022 Equity Incentive Plan to add 10,000,000 shares to the plan reserve and to add a cash-denominated cap on non-employee director awards. Management seeks this approval to ensure sufficient equity capacity to continue granting equity awards for retention and alignment, citing a low remaining share reserve and expected future grants. The amendment also implements governance-friendly limits on director awards, including an aggregate annual grant-date fair value cap of $1,000,000 for non-employee directors, and other plan features intended to moderate dilution and align with market practices. Management frames the requested share increase as reasonable relative to outstanding shares (approximately 7.7% if all new shares were issued) and cites a low three-year average burn rate (1.61%) below the ISS benchmark. The Board recommends approval to maintain the Company’s ability to attract, retain, and incentivize employees and directors without increasing cash compensation, arguing that replacing equity with cash could impair alignment and increase cash expenses. The Compensation Committee’s review considered dilution, historical grant practices, peer benchmarking, vesting and performance-based provisions, and plan terms designed to be stockholder-friendly (no repricing without approval, no liberal recycling, limits on awards). If not approved, management warns the Company’s ability to make equity grants would be constrained, potentially requiring more cash compensation and impairing retention and alignment objectives.

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When is the Brightspire Capital Inc 2026 annual meeting?

Brightspire Capital Inc (BRSP) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Brightspire Capital Inc 2026 meeting?

The record date for the Brightspire Capital Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Brightspire Capital Inc's 2026 meeting?

The board is presenting 5 director nominees at the Brightspire Capital Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Brightspire Capital Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Brightspire Capital Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.