Not independent
Tenure on this board
9.7 yrs
Also a director at
Wynn Resorts Ltd (WYNN)NONE
6 nominees · 3 ballot items.
Election of six directors; Ratification of PwC as independent auditors for 2026; Advisory vote to approve named executive officers’ compensation.
Election of six nominees to the Board of Directors to serve one-year terms until the 2027 annual meeting.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
The proposal asks shareholders to ratify PwC as the independent registered public accounting firm for 2026. Management (through the Audit Committee) selected PwC, which has served since 2023, and believes submitting the appointment to stockholders is good corporate governance. The ratification is routine and intended to provide investor confidence in auditor independence and continuity; the Audit Committee retains authority to change auditors even if ratified. The Board recommends a vote FOR, noting pre-approval policies and disclosed audit fees; the proposal carries minimal governance controversy and is standard practice.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the CD&A and related tables. The Board recommends FOR, emphasizing alignment via RSUs, the Compensation Committee’s independent oversight, use of an independent consultant, and stockholder engagement. Context: FBRT is externally managed, NEOs are employees of the Advisor and receive no cash from FBRT; FBRT grants RSUs to align interests. Management argues the program supports retention and alignment; results of prior Say-on-Pay showed ~85% support in 2025. The advisory nature means the Board will consider results but is not bound by them.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 12.75% | 9,814,257 | $83M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.63% | 3,560,609 | $30M |
| 3 | STATE STREET CORP | 4.17% | 3,209,539 | $28M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 4.02% | 3,091,748 | $26M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.62% | 2,782,850 | $24M |
| 6 | BlackRock, Inc. | 2.97% | 2,287,448 | $19M |
| 7 | GRATIA CAPITAL, LLC | 2.56% | 1,966,826 | $17M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.27% | 1,749,174 | $15M |
| 9 | Invesco Ltd. | 2.17% | 1,671,429 | $14M |
| 10 | FRANKLIN RESOURCES INC | 1.95% | 1,500,071 | $13M |
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