Starwood Property Trust Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten director nominees to serve one-year terms expiring at the 2027 Annual Meeting; each nominee will serve until a successor is elected and qualified or earlier resignation/removal.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory approval of the Company’s executive compensation as disclosed in the Proxy Statement (the “say-on-pay” vote).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures (the CD&A, Summary Compensation Table and related tables), commonly known as a "say-on-pay" vote. Management and the Compensation Committee are seeking shareholder approval to signal support for the structure and outcomes of pay decisions, which rely heavily on equity-based awards and incentive cash bonuses largely administered through an external Manager. The Company’s governance context is notable: the Company is externally managed and most named executive officers are employees of the Manager; the Chairman/CEO does not receive direct compensation from the Company, and the Manager is paid base and incentive fees under a Management Agreement, creating a layer of complexity for pay alignment. The Compensation Committee used an independent consultant (Meridian), peer benchmarking and a range of performance measures (including net income, distributable earnings, stock performance and investment activity) to set and review pay. Management emphasizes pay-for-performance and retention objectives (including multi-year equity vesting and retention awards) and has adopted a clawback policy to recover certain erroneously paid incentive compensation. The Board recommends a vote FOR, arguing that the program aligns executives’ incentives with shareholder value, is subject to independent review, and that shareholder feedback and benchmarking inform compensation decisions. Because the vote is advisory, it will not bind the Company, but the Board will consider the voting results in future compensation determinations. The underlying controversy centers on whether an externally managed structure and the Manager’s role create potential conflicts or weaken direct pay-for-performance alignment; management’s materials explain these relationships and emphasize oversight by independent directors and the Compensation Committee to mitigate such concerns.

3. 3

   Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2026.

Upcoming shareholder meetings at Starwood Property Trust Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Starwood Property Trust Inc 2026 annual meeting?

Starwood Property Trust Inc (STWD) holds its 2026 annual shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Starwood Property Trust Inc 2026 meeting?

The record date for the Starwood Property Trust Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Starwood Property Trust Inc's 2026 meeting?

The board is presenting 10 director nominees at the Starwood Property Trust Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Starwood Property Trust Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Starwood Property Trust Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.