Not independent
Tenure on this board
3.2 yrs
5 nominees · 4 ballot items.
Election of five directors; Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; Approval of amendment to the Amended and Restated 2009 Long-Term Incentive Plan to add 3,000,000 shares; Non-binding advisory (Say-on-Pay) vote to approve named executive officer compensation.
Elect five directors (Jay Sugarman, Stefan Selig, Robin Josephs, Jay Nydick, and Barry Ridings) to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Safehold’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Amended and Restated 2009 Long-Term Incentive Plan to increase the share reserve by 3,000,000 shares (with related adjustments), enabling additional equity awards for employees, directors and consultants.
This proposal asks shareholders to approve an increase of the share reserve under Safehold’s Amended and Restated 2009 Long-Term Incentive Plan by 3,000,000 shares (with a corresponding increase for incentive stock options) to replenish the equity pool available for future grants to employees, directors and consultants. Management and the Compensation Committee argue the increase is necessary to continue to attract, retain and motivate talent and to align recipients with long-term shareholder value while avoiding heavier reliance on cash compensation that could divert capital from business investment. The Board evaluated dilution and burn-rate metrics (noting a three-year average burn rate of 0.63%), the Company’s current available shares (527,643 as of March 20, 2026), outstanding awards, and the potential duration the increment would cover (approximately three years under current practices). The proposal is also positioned to satisfy NYSE shareholder approval requirements and preserve the ability to grant incentive stock options that qualify under Section 422 of the Code. The Compensation Committee engaged Pay Governance and considered grant practices such as use of performance-based awards, anti-repricing protections, director award caps, and the absence of an automatic “evergreen” feature to argue shareholder-friendly governance. Should shareholders decline the amendment, management warns the company may be forced to use more cash-based compensation, potentially reducing capital available for growth and impairing recruitment and retention. The Board unanimously recommends shareholders vote FOR the amendment, citing thoughtful calibration of requested shares relative to outstanding shares (additional shares represent less than ~4.2% of outstanding shares) and continued use of performance-vesting constructs to limit inappropriate dilution.
A non-binding advisory vote asking shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement (Say-on-Pay).
This non-binding advisory proposal requests shareholder approval of the disclosed compensation arrangements for named executive officers, asking investors to endorse the company’s pay practices as described in the Compensation Discussion and Analysis and related disclosures. While the vote is advisory and not legally binding, the Board and the Compensation Committee state they will review and consider voting outcomes when making future compensation decisions, signaling responsiveness to shareholder feedback. Management frames its program as pay-for-performance with a mix of base salary, annual incentive awards tied to a Strategic Framework Success Rate scorecard and qualitative assessments, and long-term equity, including performance-based RSUs and time-based RSUs, to align executive pay with long-term shareholder value. The company notes it engaged in stockholder outreach and that its 2025 Say-on-Pay received approximately 85% support, which informed continuation of current practices; the Compensation Committee also uses an independent consultant (Pay Governance) and has adoption of stock ownership guidelines and clawback and anti-hedging policies. Investors considering this advisory vote should weigh the Company’s recent pay outcomes and disclosure (including significant equity grants to a recently hired President tied to multi-year performance criteria), the executive pay structure’s emphasis on performance-based awards, and the Board’s commitment to consider vote results in future compensation setting. The Board recommends a FOR vote, arguing that the disclosed policies and outcomes are aligned with the Company’s long-term strategy and shareholder interests. Given the advisory nature, a substantial negative vote would likely trigger further engagement and potential changes to the compensation program, whereas a positive vote reinforces current practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MSD CAPITAL, L.P. | 8.1% | 5,782,745 | $78M |
| 2 | BlackRock, Inc. | 7.9% | 5,672,810 | $77M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.0% | 4,996,020 | $68M |
| 4 | T. Rowe Price Investment Management, Inc. | 5.4% | 3,899,091 | $53M |
| 5 | STATE STREET CORP | 3.6% | 2,607,173 | $36M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 2,267,206 | $31M |
| 7 | BlackRock, Inc. | 3.0% | 2,122,213 | $29M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 1,175,263 | $16M |
| 9 | AMERIPRISE FINANCIAL INC | 1.4% | 997,335 | $13M |
| 10 | ALGERT GLOBAL LLC | 1.1% | 800,729 | $11M |
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