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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

SAFEHOLD INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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1114 Avenue of the Americas
39th Floor
New York, New York 10036

Notice of 2022 Annual Meeting of Shareholders

When

Where

Record Date

Monday, May 16, 2022
9:00 a.m. Eastern time

A virtual meeting via the internet at
www.meetnow.global/M52G5LV

Shareholders of record at the close of business on March 23, 2022 are entitled to notice of and to vote

Items of Business

Proposal 1	Election of six directors
	☐ Dean Adler	☐ Jesse Hom	☐ Robin Josephs
	☐ Jay Nydick	☐ Stefan Selig	☐ Jay Sugarman
Proposal 2	Non-binding, advisory vote to approve executive compensation (“Say on Pay”)
Proposal 3	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022
	In addition, at the annual meeting we will transact such other business as may properly come before the meeting or any postponement or adjournment of the meeting.

Record Date

The board has fixed the close of business on March 23, 2022 as the record date for the determination of shareholders entitled to receive notice of and to vote at the annual meeting or any postponement or adjournment

of the meeting. Only holders of record of our common stock at the close of business on that date will be entitled to vote at the annual meeting.

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2022
	We make proxy materials available to our shareholders on the Internet. You can access proxy materials including our 2021 annual report to shareholders at www.envisionreports.com/SAFE.

				By Order of the Board of Directors,

				Geoffrey M. Dugan General Counsel, Corporate and Secretary
	April 4, 2022
	Whether or not you expect to attend the annual meeting via the internet, to ensure your representation at the annual meeting, please mark, sign, date and return the attached proxy card as promptly as possible.

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Table of Contents

Proxy Statement Summary		1
Proposal 1 — Election of Directors		6
Board of Directors		6
	Director Nominations and Qualifications	6
	Director Nominees	7
	Board Leadership Structure	12
	Lead Independent Director	12
	Board Composition and Diversity	13
	Director Independence	13
	Board and Committee Annual Assessments	14
	Board Meetings Held during 2021	14
	Executive Sessions	15
	Committees Established by the Board	15
	Board of Directors Compensation Committee Interlocks and Insider Participation	18
	Service on Other Boards	18
	Risk Oversight	18
	Director Nominations by Shareholders	19
	Communications with the Board	19
	Director Compensation	20
Corporate Governance		21
	Corporate Governance Profile	21
	Code of Conduct	21
	Disclosure Committee	22
	Environmental, Social and Governance (ESG) Program	22
	Cybersecurity	24
	No Shareholder Rights Plan	24
Senior Executives and Key Personnel of Our Manager		25
Executive Compensation		26
	Compensation Committee Report	26
	Compensation Discussion and Analysis	27
	Indemnification	34

Proposal 2 — Non-binding, advisory vote to approve executive compensation (“Say on Pay”)		35
Proposal 3 — Ratification of the Appointment of Independent Registered Public Accounting Firm		36
Audit Matters		36
	Accounting Fees and Services	36
	Report of the Audit Committee	37
Stock Ownership Information		39
	Security Ownership of Certain Beneficial Owners and Management	39
Certain Relationships and Related Transactions		41
	Policies and Procedures with Respect to Related Party Transactions	41
	Management Agreement	42
	Exclusivity Agreement	42
	Stockholder’s Agreement with iStar	43
	Stockholder’s Agreements with Continuing Investors	43
	Registration Rights	44
	Other Transactions with Related Parties	44
	Ownership	46
	Our Equity Offerings and Concurrent Private Placements	47
Information about the Annual Meeting and Voting		48
Other Matters		51
	Shareholder Proposals for the 2023 Annual Meeting	51
	Householding of Proxy Materials	51
	Availability of 2021 Annual Report	52
	Additional Information	52

Safehold Inc. 2022 Proxy Statement | i

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Proxy Statement

Safehold Inc. Annual Meeting of Shareholders
To Be Held on May 16, 2022

We are making this proxy statement available on or about April 5, 2022 to holders of our common stock in connection with the solicitation by our Board of Directors of proxies to be voted at our 2022 annual meeting of shareholders or at any postponement or adjournment of the annual meeting. Our common stock is listed on the New York Stock Exchange, or the NYSE, and is traded under the symbol “SAFE.”

This proxy statement is accompanied by a copy of our Annual Report to Shareholders for the year ended December 31, 2021. Additional copies of the Annual Report, including our financial statements at and for the year ended December 31, 2021, may be obtained:

on our website:
www.safeholdinc.com

				by calling Investor Relations: (212) 930-9400
				by writing to: Safehold Inc. Attention: Investor Relations 1114 Avenue of the Americas 39th Floor New York, NY 10036

Copies will be furnished at no additional expense. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the Securities and Exchange Commission, or SEC.

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Proxy Statement Summary

This summary represents only selected information. You should review the entire proxy statement before voting.

Safehold Inc. 2022 Annual Meeting of Shareholders

When

Where

Record Date

May 16, 2022,
9:00 a.m. Eastern time

A virtual meeting via the
internet at
www.meetnow.global/M52G5LV

Shareholders of record at the close of business on March 23, 2022 are entitled to notice of and to vote at the meeting

Matters to Be Voted on at the Annual Meeting

Proposal

Board Recommendation

See Page

Election of six directors

☐ Dean Adler

☐ Robin Josephs

☐ Stefan Selig

☐ Jesse Hom

☐ Jay Nydick

☐ Jay Sugarman

FOR
each nominee

Non-binding, advisory vote to approve executive compensation (“Say on Pay”)

FOR

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022

FOR

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Proxy Statement Summary

How to Vote

Shareholders of Record

Have your proxy card in hand and follow the instructions.

Beneficial Owners

If you are a beneficial owner and your shares are held by a bank, broker or other nominee, you should follow the instructions provided to you by that firm.

Although most banks and brokers now offer voting by mail, telephone and Internet, availability and specific procedures will depend on their voting arrangements

By Telephone

Dial toll-free, 24/7
1-800-652-8683

By Internet

Visit, 24/7
www.envisionreports.com/SAFE

By Mail

Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope

By Mobile Device

Scan the QR code

If you vote by phone or electronically, you do not need to return a proxy card.

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Proxy Statement Summary

Board of Directors Overview

				Committees
Director and Principal Occupation	Age	Director since	Independent	Audit	Compensation	Nominating and Corporate Governance	Other Current Public Company Boards
Jay Sugarman Chairman and Chief Executive Officer, Safehold Inc. and iStar Inc.	60	2016					☐ iStar Inc.
Dean Adler Co-founder, Principal and Chief Executive Officer, Lubert-Adler Partners, L.P.	65	2017					—
Jesse Hom Managing Director and Global Head of Real Estate Credit, GIC	38	2021					—
Robin Josephs Former Managing Director, Starwood Capital Group L.P.	62	2017					☐ iStar Inc. ☐ MFA Financial, Inc. ☐ SVF Investment Corp. 2
Jay Nydick Co-founder and Principal, Prospect Ridge Advisors, LLC.	57	2017					—
Stefan Selig Founder and Managing Partner, BridgePark Advisors LLC	59	2017					☐ Rotor Acquisition Corp. ☐ Simon Property Group, Inc. ☐ Tuscan Holdings Corp.
Number of Meetings in 2021:	Board:16			5	4	4

Committee
Chair

Committee
Member

Chairman of the
Board

Lead Independent
Director

Audit Committee
financial expert

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Proxy Statement Summary

Board Composition and Attributes

Some of the key attributes of our director nominees are set forth below.

Highly Skilled Directors

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Board leadership experience represents leadership roles on outside boards, including lead director and committee chair positions and service on special board committees.

	Gender Diversity			Racial/Ethnic Diversity			Independence

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Proxy Statement Summary

Corporate Governance Highlights

We believe good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of our organization and shareholders. Our corporate governance policies and practices include:

What We Do

What We Don’t Do

66-2/3% of our directors are independent, including all members of our board committees

Opted out of the Maryland Unsolicited Takeover Act

Lead Independent Director with defined responsibilities

Opted out of the business combination and control share acquisition provisions of the Maryland General Corporation Law, or MGCL

Chair of our Audit Committee is an “audit committee financial expert”

No director over-boarding

All Audit Committee members are financially literate

No pledging/hedging of stock

Board composition is diverse in skills, perspectives and experience

No shareholder rights plan

Independent directors regularly meet without management present

Annual board and committee performance assessment to ensure effectiveness

Annual election of all board members

Disclosure Committee oversees SEC disclosure

Code of Conduct for directors and executive officers

Periodic review of long-term management development and succession plans

Board responsibility for risk assessment and oversight

Active investor outreach and engagement

Corporate Sustainability Report
(ESG Report) published annually

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Proposal 1 — Election of Directors

Board of Directors

The Board has nominated directors Sugarman, Adler, Hom, Josephs, Nydick and Selig to be elected to hold office

for a term of one year, until the next annual meeting and until their successors have been elected and qualified.

Our Board of Directors recommends that you vote FOR electing the six named nominees as our directors.

All nominees are presently serving as directors. If a nominee becomes unavailable to serve as a director for any reason, the shares represented by any proxy will be voted for the person, if any, who may be designated by the Board to replace that nominee. At this time, the Board has no reason to believe that any nominee will be unavailable to serve as a director if elected.

The Board has determined that Mr. Adler, Mr. Hom, Mr. Nydick and Mr. Selig are independent within the standards prescribed by the NYSE.

All directors are elected annually. All current directors were elected at the 2021 annual meeting, except Mr. Hom who was elected to the Board by the directors in December 2021 and is standing for election by shareholders at the 2022 annual meeting.

Director Nominations and Qualifications

The Nominating and Corporate Governance Committee (the “Committee”) is charged with identifying potential Board members and recommending qualified individuals to the Board for its consideration. The Committee is authorized to employ third-party search firms to identify potential candidates. In evaluating candidates, the Committee considers, among other things:

☐

Education, background, skills and experience that provide knowledge of business, financial, governmental or legal matters relevant to our business or to our status as a publicly owned company

☐

A high level of personal and professional ethics, integrity and values

☐

Reputation for exercising good business judgment

☐

Commitment to representing the long-term interests of our shareholders

☐

The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to our needs

☐

Sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed

Our Board has committed that, when considering potential additions to our Board, the recruitment plan shall adequately ensure consideration of a diverse candidate pool based on race, gender and other groups that have been historically underrepresented on corporate boards.

The Committee also considers whether individuals satisfy the independence criteria set forth in the NYSE listing standards, as well as any special criteria applicable to service on various standing committees of the Board. Our Board and the Nominating and Corporate Governance Committee believe that it is desirable that Board members represent diversity of gender, race and national origin, as well as diversity of viewpoints, background, experience and demographics.

The Committee generally identifies nominees by first assessing whether the current members of the Board continue to provide the appropriate mix of knowledge, skills, judgment, experience, differing viewpoints and other qualities necessary to the Board’s ability to oversee and guide the business and affairs of the company. The Board generally nominates for re-election current members of the Board who are willing to continue in service, collectively satisfy the criteria listed above and are available to devote enough time and attention to the affairs of the organization. When the Committee seeks new candidates for director roles, it seeks individuals with qualifications that will complement the experience,

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Board of Directors

skills and perspectives of the other members of the Board. The full Board 1) considers candidates that the Committee recommends; 2) considers the optimum size of the Board; 3) determines how to address any vacancies on the Board; and 4) determines the composition of all Board committees.

The Board believes that the nominees for election as a director listed below possess the following attributes:

☐

nominees have the qualifications necessary to ensure we are taking appropriate steps to address the complex issues confronting us in our business and the economic environment

☐

the nominees have held leadership positions in business (and in particular the real estate, investment sector) and finance over an extended period of time

☐

the nominees have demonstrated a long record of professional integrity, intellectual acumen, analytic skills, a strong work ethic and the ability to maintain a constructive environment for discussion of matters considered by our board

☐

the nominees have experience as board members of a diverse range of public and private companies

Director Nominees

		Jay Sugarman, 60			Chairman and CEO since October 2016
		Education ☐ Princeton University, B.A. • Paul Volcker Award in Economics; summa cum laude; valedictorian nominee ☐ Harvard Business School, M.B.A. • Baker Scholar; Loeb Award in Finance, Copeland Award and Gillette Prize in Marketing Select Business Experience Safehold Inc. ☐ Chairman and Chief Executive Officer (October 24, 2016 to present) iStar Inc. (NYSE:STAR), the parent company of our manager and our largest stockholder ☐ Chairman and Chief Executive Officer (1997 to present) ☐ Founder and Director, iStar and its predecessors (1996 to present)			Other Public Company Boards ☐ iStar (since 1996) Select Skills and Qualifications Business Development & Strategy ☐ Experience building two public companies from inception as founder and chief executive officer of both iStar and Safehold Senior Leadership ☐ Serves as CEO of iStar and Safehold, bringing financial, operational and real estate expertise to the Board Investing ☐ Prior to founding iStar, managed private investment funds on behalf of several high net worth families

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Board of Directors

		Dean Adler, 65			Independent Director since April 2017 Committees: Audit (Chair); Compensation; Nominating and Corporate Governance
		Education ☐ The Wharton School at the University of Pennsylvania, B.S., magna cum laude ☐ University of Pennsylvania Law School, J.D. with honors Select Business Experience Lubert-Adler Partners, L.P., a private real estate investment firm ☐ Co-Founder, Principal and Chief Executive Officer (1997 to present) Prior Directorships ☐ Mr. Adler has previously served as a director of several public and private companies, including Albertsons Companies, Inc., Developers Diversified Realty Corp., Bed Bath & Beyond Inc., and others			Select Skills and Qualifications Mr. Adler has over 35 years of wide-ranging experience and involvement in commercial real estate, including as Co-Founder, Principal and Chief Executive Officer of Lubert Adler Partner, L.P., a real estate equity firm with over $7 billion in equity and $17 billion of assets under management. He serves as head of Lubert-Adler’s investment committee and is responsible for leading the strategic direction of the firm.

		Jesse Hom, 38			Director since December 2021 Committee: Nominating and Corporate Governance (Chair)
		Education ☐ Cornell University, Nolan School of Hotel Administration, B.S with real estate finance concentration. Select Business Experience GIC, a sovereign wealth fund ☐ Managing Director and Global Head of Real Estate Credit			Select Skills and Qualifications Mr. Hom is Managing Director and Global Head of Real Estate Credit at GIC, Singapore’s sovereign wealth fund, where he has focused on both equity and credit investments since 2008. Additionally, Mr. Hom sits as a director on several private real estate company boards.

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Board of Directors

		Robin Josephs, 62			Director since June 2017
		Education ☐ The Wharton School at the University of Pennsylvania, B.S., Phi Beta Kappa; magna cum laude ☐ Columbia Business School, M.B.A Select Business Experience Starwood Capital Group L.P., a private equity firm specializing in real estate investments ☐ Managing Director (2005 to 2007) Goldman Sachs & Co. ☐ Senior executive in various capacities (1986 to 1996) Other Public Company Boards ☐ iStar Inc. (NYSE:STAR) (1998 to present),currently Lead Director, Chair of its Nominating and Governance Committee and member of its Compensation Committee ☐ MFA Financial, Inc. (NYSE: MFA) (2010 to present), a firm primarily engaged in investing in residential mortgage-backed securities, currently Chair of its Compensation Committee and member of its Audit Committee ☐ SVF Investment Corp. 2 (Nasdaq: SVFB) (2021 to present), a special purpose acquisition company (SPAC) affiliated with SoftBank Investment Advisers, formed to enable an IPO-ready technology company to list publicly, currently a member of the Audit, Compensation and Nominating Committees Other Directorships ☐ Starwood Real Estate Income Trust, Inc. (2018 to present) a non-traded real estate investment trust ☐ Trustee, University of Chicago Cancer Research Foundation			Prior Directorships ☐ QuinStreet, Inc. (NASDAQ: QNST) ☐ Plum Creek Timber Company, Inc. (NYSE: PCL) Select Skills and Qualifications Ms. Josephs’ background as an investment banking professional brings valuable knowledge of finance and capital markets to our Board. Her work as a managing director of Starwood Capital Group, where she evaluated and managed numerous real estate investments, adds knowledge and expertise in this area of vital importance to our organization. Ms. Josephs’ extensive experience as a director of public companies and a charitable organization also brings to our Board valuable skills and insights into the governance of real estate, investment and operating companies.

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Board of Directors

		Jay Nydick, 57			Independent Director since June 2017 Committees: Audit; Compensation (Chair); Nominating and Corporate Governance
		Education ☐ Cornell University, B.S. • Presidential Scholar ☐ Columbia Business School, M.B.A ☐ London School of Economics Select Business Experience Prospect Ridge Advisors, LLC, a leading real estate investment manager ☐ Co-Founder and Principal (2019 to present) AllianceBernstein LP ☐ Co-Head and Co-Chief Investment Officer, Real Estate Investment Group (2009 to 2019) iStar Inc. ☐ President (2004 to 2009) Goldman, Sachs & Co. ☐ Investment banker (1990 to 2004)			Other Current Directorship ☐ Children’s Aid Society (New York City) Select Skills and Qualifications Mr. Nydick’s qualifications as a director include significant experience in capital markets and commercial real estate.

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Board of Directors

		Stefan Selig, 59			Lead Independent Director since June 2017 Committees: Audit; Compensation
		Education ☐ Wesleyan University, B.A. ☐ Harvard Business School, M.B.A. ☐ London School of Economics and Political Science (General Course) Select Business Experience BridgePark Advisors LLC, a strategic advisory firm ☐ Founder (2017 to present) U.S. Department of Commerce ☐ Under Secretary of Commerce for International Trade (2014 to 2016) During this period, he also served in several other governmental leadership positions, including: ☐ International Trade Administration, Executive Director ☐ Travel and Tourism Advisory Board, Executive Director ☐ Congressional Executive Commission on China, Commissioner ☐ President’s Advisory Council on Doing Business in Africa, Executive Director Bank of America Merrill Lynch Various senior leadership positions (1999 to 2014), including: ☐ Executive Vice Chairman, Global Corporate & Investment Banking (2009 to 2014) ☐ Vice Chairman, Global Investment Banking and Global Head, Mergers & Acquisitions			Other Current Public Company Boards ☐ Rotor Acquisitions Corp. (NYSE: ROT), currently Chairman ☐ Simon Property Group, Inc. (NYSE: SPG), currently a member of its Audit and Compensation Committees ☐ Tuscan Holdings Corp. (NASDAQ: THCBU), currently a member of its Audit, Compensation and Nominating/Corporate Governance Committees Prior Directorships ☐ Overseas Private Investment Corporation ☐ Audacy, Inc. (NYSE: AUD), formerly Entercom Communications Corp. Select Skills and Qualifications Mr. Selig is a highly accomplished banker and senior executive who has served in prominent leadership roles in both the private and public sectors. Mr. Selig also has extensive government and economic policy experience, having served as Under Secretary of the Commerce for International Trade for the U.S. Department of Commerce.

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Board of Directors

Board Leadership Structure

Our corporate governance principles provide that our Board is free to elect its Chairman and the Chief Executive Officer (CEO) in the manner the Board considers to be in the best interests of the organization. At any given point in time, these positions may be held by one individual or by two different individuals. If the Chairman is not an independent director, the Board will designate a lead independent director.

Our Board of Directors currently believes it is in our best interests to have Mr. Sugarman serve as Chairman of our Board of Directors and Chief Executive Officer. When combined with the current composition of the Board, the use of a lead independent director, and the other elements of our corporate governance structure, the combined CEO and Chairman position strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs.

Mr. Sugarman is an experienced real estate executive and long-time employee of our manager with many years of board experience. As CEO, he has the primary responsibility of developing corporate strategy and managing our day-to-day business operations. As a Board member, he understands the responsibilities and duties of a director and is well positioned to 1) chair regular Board meetings; 2) provide direction to management

regarding the needs, interests and opinions of the Board; and 3) help ensure that key business issues and shareholder matters are brought to the attention of the Board. As both CEO and Chairman, Mr. Sugarman promotes unified leadership and direction for the Board and management. In addition, strong corporate governance structure and process ensures our independent directors will continue to effectively oversee management and key issues such as strategy, risk and integrity. Board committees are comprised solely of independent directors. As such, independent directors oversee critical matters, including the integrity of our financial statements, the performance of our manager and its executives, financial commitments for capital projects, the selection and annual evaluation of directors, and the development and implementation of corporate governance programs.

Our Board and each Board committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as appropriate. The non-employee directors meet in executive session without management either before or after regularly scheduled Board and Board committee meetings to discuss various issues and matters including the effectiveness of management, as well as our performance and strategic plans.

Lead Independent Director

Stefan M. Selig is currently designated as our lead independent director and is responsible for the following duties:

☐

Presides at all meetings of the Board at which the Chairman is not present and all executive sessions of the independent directors

☐

Acts as advisor to CEO and direct liaison between CEO and independent directors

☐

Plans, reviews, and approves Board meeting agendas and information presented to the Board

☐

Calls meetings of the independent directors as appropriate

☐

Contributes to annual CEO performance review and assists with succession planning

☐

Consults the Nominating and Corporate Governance Committee on the Board’s evaluation process

☐

Participates in consultations and direct communication with major shareholders and their representatives when appropriate

☐

Performs such other duties as the Board may determine from time to time

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Board of Directors

The lead independent director is selected from among non-employee directors. The Nominating and Corporate Governance Committee and our CEO discuss candidates for the lead independent director position, and consider many of the same types of criteria as candidates for the chair of other Board committees including:

☐

Tenure

☐

Previous service as a Board committee chair

☐

Diverse experience

☐

Participation in and contributions to activities of the Board

☐

Ability and willingness to commit adequate time to the role

Board Composition and Diversity

Our Board recognizes the value of nominating for election to the Board individuals who bring to its discussions and decision-making processes a variety of:

☐

diverse opinions

☐

perspectives

☐

skills

☐

experiences

☐

backgrounds

Our Board believes that all nominations to the Board should be based upon merit and suitability of the candidate. The Board recognizes the need to consider director candidates from different backgrounds, including, but not limited to, geography, race, ethnicity and gender.

As noted above in “Director Nominations and Qualifications,” our Board has committed that, when considering potential additions to our Board, the recruitment plan shall adequately ensure consideration of a diverse candidate pool based on race, gender and other groups that have been historically underrepresented on corporate boards. The Nominating and Corporate Governance Committee regularly assesses the size and composition of our Board to help ensure that our Board functions in an effective manner given the size, diversity and complexity of our businesses and the range of markets in which we operate. The Committee believes it is important to have a mix of experienced directors with a deep understanding of our business and others who bring fresh perspectives. The Committee engages in discussions of potential additions to our Board on an ongoing basis, as deemed appropriate. In seeking to maintain an engaged, independent Board possessing broad experience and judgment and which is committed to representing the long-term interests of our shareholders, the Committee takes into account the various factors described above in the section of this proxy statement captioned “Director Nominations and Qualifications.”

Director Independence

Our corporate governance guidelines require that a majority of the Board consist of directors who the Board has determined are independent. Our Board has determined that four of our current directors are independent. In determining director independence, the Board considers all relevant facts and circumstances, as well as the NYSE listing standards. In addition, the Board has adopted the following standards to assist them in determining director independence:

☐

The director may not be an employee of Safehold or our manager and no member of the director’s immediate family may be an executive officer of Safehold, currently or within the preceding 36 months. For purposes of these standards, “immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the person’s home.

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☐

The director is not a current partner or employee of a firm that is Safehold’s internal or external auditor; no member of the director’s immediate family is a current partner of such firm, or an employee of such firm and personally works on the Safehold audit; or neither the director nor any member of his or her immediate family was within the last three years a partner or employee of such firm and personally worked on Safehold’s audit within that time.

☐

The director does not serve as an executive officer of a charitable or non-profit organization to which Safehold has made contributions that, in any of the last three fiscal years, exceed the greater of $1 million or 2% of the charitable or non-profit organization’s consolidated gross revenues.

☐

Neither the director nor a member of the director’s immediate family is employed as an executive officer (and has not been employed for the preceding 36 months) by another company where any of Safehold’s present executive officers serves or served on that company’s compensation committee.

Our Board has determined that each of the following non-employee director nominees qualifies as independent under NYSE rules and satisfies our independence standards: Dean Adler, Jesse Hom, Jay Nydick, and Stefan Selig.

The Nominating and Corporate Governance Committee reviewed each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the organization. With respect to each non-employee director, the Committee determined that either the director was not providing goods or services to us or the amounts involved were below the monetary thresholds set forth in the independence standards noted above.

Board and Committee Annual Assessments

To ensure the effectiveness of the Board as a whole and its committees, our directors engage in an annual assessment of the Board and committee performance. An independent third-party interviews each director individually on a wide range of topics including:

☐

board structure and composition

☐

communications between management, the Board, and its committees

☐

information furnished to the Board

☐

the Board’s relationship with management

☐

the effectiveness of the Board and its committees

The independent third-party summarizes the individual comments and assessments in a report to the Board in executive session. The Board utilizes the results of this process to help refine and improve the operations of the Board and its committees. The annual assessment typically occurs midyear with a subsequent report presented to the Board at a regular quarterly meeting, in executive session.

Board Meetings Held during 2021

During the fiscal year ended December 31, 2021, the Board held 16 meetings, including meetings held in person and by telephone conference call. All directors are expected to attend a majority of the Board meetings. Four of our directors attended 100% of all of the board

meetings and applicable committee meetings held during 2021, one director attended 93% of such meetings and one director attended 87.5% of such meetings. The Board also acts by unanimous written consent in appropriate circumstances.

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Executive Sessions

Our Board of Directors meets in executive session at least quarterly without management present. Our Audit Committee also meets in executive session at least quarterly, without management present, with representatives of our independent registered public

accounting firm and with representatives of the accounting firm engaged to assist us in the preparation of our documentation, testing and evaluation of internal controls over financial reporting and risk assessment.

Committees Established by the Board

Our Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees, each of which is composed exclusively of independent directors, as defined by the listing standards of the

NYSE. The Compensation Committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors.

		Audit Committee				Meetings in 2021*: 5
		Members ☐ Dean Adler ☐ Jay Nydick ☐ ☐ Stefan Selig				* includes meetings held in person and by telephone conference call
		The Board has determined that all members are financially literate for purposes of NYSE listing standards, and that Mr. Adler qualifies as an “Audit Committee financial expert” because of his business experience, understanding of generally accepted accounting principles and financial statements, and educational background. Primary Responsibilities The primary functions of the Audit Committee are to: ☐ review the professional services provided by our independent registered public accounting firm and the independence of the firm ☐ review the scope of the audit ☐ review and approve any proposed non-audit services by our independent registered public accounting firm				☐ review our annual financial statements, systems of internal controls, and legal compliance policies and procedures ☐ discuss our risk assessment and risk management policies ☐ monitor the functions of our compliance and ethics organization ☐ review with members of our internal audit staff the internal audit department’s staffing, responsibilities and performance, including its audit plans and audit results Report of the Audit Committee The Report of the Audit Committee is on page 36 of this proxy statement.

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		Compensation Committee				Meetings in 2021*:4
		Members ☐ ☐ Jay Nydick ☐ Dean Adler ☐ Stefan Selig				* includes meetings held in person and by telephone conference call
		The Board has determined that all members are independent for purposes of NYSE listing standards, and that Mr. Nydick qualifies as the Compensation Committee chair in view of his business expertise and experience in understanding and facilitating executive compensation, remuneration programs, and executive succession planning. Primary Responsibilities The primary functions of the Compensation Committee are to: ☐ determine from time to time the remuneration for our non-executive directors				☐ evaluate the performance of our manager and report to the Board on such performance ☐ oversee our equity-based compensation plan and programs ☐ review and approve any proposed severance, termination or retention plans, agreements or payments applicable to any of our executive officers ☐ prepare compensation committee reports Report of the Compensation Committee The Report of the Compensation Committee is on page 25 of this proxy statement.

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		Nominating and Corporate Governance Committee				Meetings in 2021*: 4
		Members ☐ Jesse Hom ☐ Dean Adler ☐ Jay Nydick				* includes meetings held in person and by telephone conference call
		The Board has determined that all members are independent for purposes of NYSE listing standards, and that Mr. Hom qualifies as the Nominating and Corporate Governance Committee chair in view of his business expertise and experience in understanding board organization, function and composition including identifying and recommending effective corporate governance policies and practices. Primary Responsibilities The primary functions of our Nominating and Corporate Governance Committee are to: ☐ Provide counsel to the Board of Directors with respect to the organization, function and composition of the Board of Directors and its committees ☐ identify and screen candidates for Board membership ☐ recommend to our Board of Directors potential director candidates for nomination ☐ oversee the annual evaluation of and report to the Board on the performance and effectiveness of the Board and its committees, and recommend to the Board any changes concerning the composition, size, structure and activities of the Board and its committees ☐ periodically review and, if appropriate, recommend to the Board of Directors changes to our corporate governance policies and procedures ☐ recommend to the full Board of Directors the appointment of each of our executive officers				☐ consider possible Board and management conflicts of interest and make recommendations to prevent, minimize, or eliminate such conflicts of interest ☐ oversee our programs, policies and practices relating to charitable, political, social and environmental issues, impacts and strategies In recommending potential director candidates for nomination to our Board of Directors, the Nominating and Corporate Governance Committee considers such factors as it deems appropriate, consistent with the criteria set forth in the Corporate Governance Guidelines. These factors may include judgment, skill and experience with businesses and other organizations comparable to us. The charter of our Nominating and Corporate Governance Committee also identifies diversity as one factor which the committee may consider when nominating a candidate for election to the Board. Diversity includes not only factors such as gender, race, ethnicity, and age, but also background, experience, skills, accomplishments, personal qualities and other traits desirable to achieve a representative mix of qualified individuals. The Nominating and Corporate Governance Committee may solicit and consider suggestions of the directors or management regarding possible nominees, may consider nominees suggested by shareholders and generally shall guide the process of recruiting new directors. The Committee may employ professional search firms or consultants to assist us in identifying potential members of the Board with the desired skills and disciplines. Nominations made by shareholders should be made in accordance with the procedures set forth below in this section under “Shareholder Nominations for the Board.” Candidates proposed by shareholders will be considered using the same criteria and in the same manner as all other candidates.

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Committee Charters

Our Audit, Compensation and Nominating and Corporate Governance Committees have adopted charters that meet the standards established by the NYSE. Copies of these charters are available on our website at www.safeholdinc.com and will be provided in print, without charge, to any shareholder who requests copies.

Board of Directors Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was formerly an officer or an employee of the organization. None of our executive officers other than Mr. Sugarman, who is a director of iStar, serves as a member of the

Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board, nor has such interlocking relationship existed in the past.

Service on Other Boards

In view of the commitment of time and effort that is required of a director of a public company, our Board has established a guideline that its directors should not serve on the boards of more than four public companies

(including Safehold) simultaneously, and our CEO should not serve on the boards of more than two public companies (including Safehold) simultaneously.

Risk Oversight

Our Board of Directors plays an active role in overseeing management of our risks, including Environmental, Social and Governance (ESG) factors. The committees of our Board of Directors assist the full Board in risk oversight by addressing specific matters within the purview of each committee. At Board and committee meetings throughout the year, management discusses the risk exposures identified as being most significant to

the organization and the actions that management may take to monitor the exposures. Specifically, the Audit Committee receives regular updates from management on cybersecurity and IT security, internal and external security reviews, data protection, risk assessments, breach preparedness and response plans in overseeing our cybersecurity risk management program, and updates the Board as appropriate.


	☐ Our Audit Committee focuses on oversight of financial, operational, IT, cybersecurity, and compliance risks			☐ Our Compensation Committee focuses on risks relating to our equity compensation plans and arrangements			☐ Our Nominating and Corporate Governance Committee focuses on reputational and corporate governance risks, including the independence of our Board of Directors

While each committee is responsible for evaluating certain risks and overseeing the management of those risks, our full Board of Directors keeps itself regularly informed regarding such risks through regular committee

reports and otherwise. We are confident the leadership structure of our Board of Directors supports effective and efficient risk management and oversight.

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Director Nominations by Shareholders

Our Nominating and Corporate Governance Committee will consider candidates for nomination recommended by our shareholders and will evaluate candidates using the same criteria as candidates identified by the Committee set forth in this section under “Director Nominations and Qualifications.” Shareholder nominations should be submitted in writing to:

Safehold Inc.
Attention: Corporate Secretary
1114 Avenue of the Americas
39th Floor
New York, NY 10036

Shareholders may make nominations directly by following the procedure specified in our bylaws. Specifically, our bylaws require shareholders who nominate candidates to deliver written notice to the Corporate Secretary of Safehold not less than 60 days prior to the meeting of shareholders. If the date of the meeting is not publicly announced by us in a report filed with the SEC, furnished to shareholders, or in a press release at least 75 days prior to the meeting date, the nomination must be delivered to the Corporate Secretary

of Safehold not later than the close of business on the 10th day following the announcement of the meeting date. The advance notice provision requires the shareholder to submit specific information concerning itself and the proposed nominee, including ownership information, name and address, and appropriate biographical information about and qualifications of the proposed nominee. In addition, we require a written statement of willingness and affirmative desire to serve in a manner representing the interest of all shareholders.

The presiding officer of the meeting may refuse to acknowledge a nomination not made in compliance with these requirements. Similar procedures prescribed by our bylaws are also applicable to shareholders who bring any other business before an annual meeting of the shareholders.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules (once they become effective), shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 17, 2023.

Communications with the Board

We provide the opportunity for interested parties, including shareholders, to communicate with members of the Board. Interested parties may communicate with our lead independent director, the other independent Board members or the chair of any of the committees of the Board by e-mail or regular mail.

				CorporateSecretary@safeholdinc.com
				To the Lead Independent Director, the independent directors, individual committee chairs, as the case may be: Safehold Inc. Attention: Corporate Secretary 1114 Avenue of the Americas 39th Floor New York, NY 10036

Our Corporate Secretary will review each communication received in accordance with this process to determine whether the communication requires immediate action. The Corporate Secretary will forward all appropriate communications received, or a summary of such communications, to the appropriate Board member(s). However, we reserve the right to disregard any communication that our Corporate Secretary determines is unduly hostile, threatening, or illegal, does not reasonably relate to us or our business, or is similarly inappropriate. The Corporate Secretary has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to inappropriate communications including abusive, repetitive, or in bad taste communications or communications that present safety or security concerns.

Communications we receive that relate to accounting, internal accounting controls or auditing matters will be referred to the Audit Committee unless the communication is directed otherwise. A shareholder, or other interested party, may communicate anonymously and/or confidentially.

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Director Compensation

Each of our directors, other than Mr. Sugarman, our Chairman and Chief Executive Officer, and Mr. Hom, who has waived any compensation for his services as a director, was awarded 4,000 fully-vested shares of our common stock in May 2021 as compensation for services as a director during 2021. No other compensation was paid by us to our directors during 2021. We evaluate periodically the compensation program for our directors who are not officers or employees of our manager or iStar and in the future may consider modifying it to consist of annual cash retainer fees and long-term equity awards, which may include additional cash or equity compensation to such directors who also serve on a

committee. We reimburse each of our directors who are not officers or employees of our manager or iStar for his or her travel expenses incurred in connection with his or her attendance at full Board of Director and committee meetings. Directors who are officers or employees of our manager or iStar do not receive compensation for serving on our Board of Directors.

The table below summarizes the compensation information for our directors who are not officers or employees of our manager or iStar for the fiscal year ended December 31, 2021. Jay Sugarman, our Chairman and Chief Executive Officer, is not included in this table.

Director	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		All Other Compensation ($)		Total ($)
Dean Adler		—		279,440		—		279,440
Jesse Hom(2)		—		—		—		—
Robin Josephs		—		279,440		—		279,440
Jay Nydick		—		279,440		—		279,440
Stefan Selig		—		279,440		—		279,440

(1)

Amounts included in the “Stock Awards” column reflect the grant date fair value of shares of common stock awarded to directors on the grant date, computed in accordance with FASB ASC Topic 718, based on the closing price of the shares on the New York Stock Exchange on the grant date.

(2)

Mr. Hom has waived any compensation for services as a director of the Company.

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Corporate Governance

Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our shareholders. Notable features of our corporate governance structure include the following:

☐

our Board of Directors is not staggered, with each of our directors subject to re-election annually

☐

four members of our Board of Directors, or 662∕3% of our directors, are independent for purposes of the NYSE’s corporate governance listing standards and Rule 10A-3 under the Exchange Act

☐

at least one member of the Audit Committee, the chairman, is an “audit committee financial expert” within the meaning of the rules of the SEC and each member of our Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE

☐

we do not currently have a shareholder rights plan and our Board of Directors has adopted a policy that our Board may not adopt any shareholder rights plan unless the adoption of the plan has been approved by shareholders representing a majority of the votes cast on

the matter, except that our Board of Directors may adopt a shareholder rights plan without the prior approval of our shareholders if our Board, in the exercise of its duties, determines that seeking prior shareholder approval would not be in our best interests under the circumstances then existing. The policy further provides that if a shareholder rights plan is adopted by our Board without the prior approval of our shareholders, the shareholder rights plan will expire on the date of the first annual meeting of shareholders held after the first anniversary of the adoption of the plan, unless an extension of the plan is approved by our common shareholders

☐

we have opted out of the unsolicited takeover (Title 3, Subtitle 8) provisions of the MGCL, commonly known as the Maryland Unsolicited Takeover Act, which we may not opt into without the approval of a majority of the votes cast by our shareholders entitled to vote

☐

we have opted out of the business combination and control share acquisition statutes in the MGCL

A copy of our corporate governance guidelines may be found on our website at www.safeholdinc.com and will be provided in print, without charge, to any shareholder who requests a copy.

Code of Conduct

Our Board of Directors has adopted a Code of Conduct that sets forth the principles of conduct and ethics to be followed by our directors, officers, our manager and employees of our manager who perform services for us. The purposes of the Code of Conduct are to promote:

☐

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

☐

full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications

☐

compliance with applicable governmental laws, rules and regulations

☐

prompt internal reporting of violations of the code to appropriate persons identified in the code; and accountability for adherence to the Code

A copy of the Code of Conduct has been provided to each of our directors, officers, the manager and relevant employees, who are required to acknowledge that they have received and will comply with the Code. A copy of the Company’s Code of Conduct has been previously filed with the SEC and is incorporated by reference in this Annual Report on Form 10-K as Exhibit 14.1. The Code of Conduct is also available on the Company’s website at www.safeholdinc.com.

We will disclose on our website material changes to the Code of Conduct, or any waivers for directors or executive

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officers, if any, within four business days of any such event. As of December 31, 2021, there have been no material amendments to the Code of Conduct and we have

not granted any waivers from any provision of the Code of Conduct to any directors or executive officers.

Disclosure Committee

We maintain a Disclosure Committee consisting of members of our executive management and senior staff of our manager. The purpose of the Disclosure Committee is to oversee our system of disclosure controls and assist and advise the CEO and CFO in making the required certifications in SEC reports. The Disclosure Committee brings together on a regular basis key representatives from our core business and employees of our manager who are involved in the preparation of our financial statements to discuss any issues or matters of

which the members are aware that should be considered for disclosure in our public SEC filings, and review our draft periodic SEC reports prior to filing. The Disclosure Committee reports to our CEO and, as appropriate, to our Audit Committee. The Disclosure Committee meets quarterly and otherwise as needed. The Disclosure Committee has adopted a written charter to memorialize the Committee’s purpose and procedures. A copy of the charter will be provided in print, without charge, to any shareholder who requests a copy.

Environmental, Social & Governance Practices and Programs

Overview

Our 2021 Corporate Sustainability Report (CSR) is being published in April 2022 and will be found on our website at https://www.safeholdinc.com/sustainability/. Our business is managed by iStar, our manager and largest shareholder. References herein to “employees” refer to iStar employees, as we have no employees of our own. Our 2021 CSR provides an overview of the environmental, social and governance (ESG) issues that we prioritize and the strategic and forward-thinking steps we have taken in ESG practices that we consider most relevant to our business and stakeholders both now and into the future, including the following:

☐

Environmental: This year’s CSR outlines our process and data-driven approach to integrating climate risk considerations into our naturally long investment horizon. While we believe that our highly diversified, nationwide portfolio protects against many individual risks, we are still proactive about identifying ways we can help offset the impacts of climate change. Tenant engagement is a growing focus, with numerous approaches being taken to promote more environmentally friendly building practices. Lastly, we are making progress on assessing and reporting our greenhouse gas (GHG) emissions — we are targeting a 20% emissions reduction by

2025 and are committing to carbon neutrality by then as well.

☐

Green Portfolio Exposure and Tenant Engagement Efforts. As of December 31, 2021, our green portfolio exposure — the share of ground leases with completed or pending LEED certified buildings atop them — totaled $1.8 billion, representing 38% of the overall $4.8 billion portfolio. For reference, this is up from zero at the time of our 2017 IPO, highlighting our success in growing the green investment component of our portfolio. While our ground lease position vests day-to-day control over asset operations to our tenants through the duration of the lease term, our tenant engagement efforts include promoting initiatives that support green building.

☐

Social: Like other companies in 2021, our team faced the ups and downs of COVID-19 office shutdowns and re-openings. We learned a great deal about ourselves through these moments, and they ultimately strengthened our resolve to provide a culture that is both inclusive and responsive to our team members’ rapidly changing needs. Through it all, our manager, iStar, maintained a highly

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engaged workforce and launched a new coaching and mentorship platform for professional development focusing on mid-level positions and diverse talent. iStar achieved many of its diversity, equity and inclusion (DEI) goals, which notably included expanding its diverse hiring, creating a program to support and increase our work with diverse vendors, and establishing a company-wide link between inclusivity and compensation.

☐

Cultivating engagement and inclusivity. iStar utilizes a third-party platform to measure and improve employee engagement. iStar’s 2021 Engagement Surveys had a 99% employee response rate and its Engagement Score of 80% is considered a Highly Engaged workforce. The Engagement Survey helped guide iStar’s actions regarding navigating COVID-19 and its return-to-work arrangements, enabling iStar to create a company-wide hybrid model with appropriate accommodations to achieve more flexible work arrangements.

☐

Inclusivity and Compensation. In 2021, iStar incorporated peer feedback on employees’ inclusivity performance into the annual review and compensation process. This clear link—with nearly a 10% overall weighting—between inclusivity and pay promotes an environment of awareness and accountability, which facilitates the collegial workplace we wish to demonstrate and promote. Performing well as an inclusive leader and/or colleague contributes to a potentially higher overall performance rating and increased compensation.

☐

Cultural Equity Council. iStar’s Cultural Equity Council (CEC) is charged with helping iStar sustain and evolve our workforce’s culture so that we are as equitable and inclusive as possible. The CEC is led by iStar’s Chief People Officer and includes members of our executive management, including our President and Chief Investment Officer and Chief Legal Officer.

☐

Recruiting / Talent Management. 100% of iStar job searches in 2021 consisted of diverse candidate pools by race and gender and diverse interview panels by race and gender; half of iStar’s recent 2021 hires are women or minorities. Similarly, our Board has committed that, when evaluating potential additions to the Board, a diverse candidate pool based on race, gender and other groups will be considered. iStar developed and supported employees in reaching their professional goals through enhanced employee development programs, including partnering with an outside company to provide formal career training, development and coaching/mentorship. The first program included 30% of our workforce, who were diverse in terms race, gender, level, role and geographic location.

☐

Governance: In addition to the features of our corporate governance practices and programs described elsewhere in this proxy statement, in 2021 we published our Vendor Code of Conduct, updated our Corporate Code of Conduct, and iStar updated its employee training program to include new ESG topics. iStar’s training includes:

☐

Corporate Code of Conduct

☐

Human rights, including raising awareness and prevention of harassment, discrimination and exploitation

☐

Vendor Code of Conduct

☐

Diversity, equity and Inclusion

☐

Sexual harassment

☐

Cybersecurity

☐

Anti-money laundering, anti-corruption and bribery policies

☐

Ethics hotline and whistleblower program

☐

Document management and retention

ESG Governance and Leadership

Our Board of Directors is responsible for overseeing ESG factors as part of its risk management including

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climate related risk and opportunities and strategic business planning responsibilities. All members of our executive leadership team are actively engaged in how we approach and manage ESG risks and opportunities. iStar established an ESG Advisory Council, including our Chief People Officer, Chief Administrative Officer, Chief Legal Officer, and General Counsel, to ensure that we are appropriately considering and taking actions aligned with our ESG risks and opportunities, business strategy, policies, and initiatives.

In 2021, we took an important step to further embed ESG into our culture by creating a formal Head of ESG. This role is responsible for guiding ESG data gathering,

strategy, disclosures, and communication, in addition to ensuring that ESG matters are thoughtfully integrated into the organization’s decision making relating to investments, risk management, underwriting, legal, asset management, stakeholder engagement efforts and employee and vendor relationships.

The ESG Advisory Council typically meets every other month and the Head of ESG further meets with individual Council members as needed. Executive management approves individual actions and suggest new areas for the team to explore. Findings and progress are reported to the Board of Directors periodically during the year in its regular quarterly meetings.

Cybersecurity

Through our manager, we continue to pursue our digital transformation and are on track to complete our multi-year phased cyber security and information technology program by the end of 2022. Our initial efforts targeted stablizing our infrastructure, commencing our data migration to the Cloud and defining our capability roadmap. In 2021-2022, we are focused on modernizing our overall technology platform, an important component of supporting our future growth. Our key initiatives include:

□

Completing data migration. All company data and on-premise infrastructure will be migrated to the Cloud, allowing us to take advantage of Cloud providers’ security innovations against malware and DDoS (distributed denial of service) attacks. Our manager’s employees working from home are required to connect through a VPN (virtual private network)

□

Improving cyber security. We engage an outside security platform to monitor and

control our Cloud infrastructure. We will be launching ISO 27001 Certification and continuing our mandatory cyber awareness training for our workforce. Our incident response plan created in 2021 documents our action plans to address cybersecurity incidents such as ransomware

□

Replacing and decommissioning bespoke legacy applications

□

Enhancing data management

Our Board exercises its oversight of cybersecurity risk management primarily through the Audit Committee. Management provides periodic reports to the Audit Committee, at regular Committee meetings throughout the year, on relevant cybersecurity issues. We have not experienced any material cybersecurity or information security breaches and, accordingly, have not incurred any expenses due to information security breach penalties or settlements. We maintain cyber liability insurance coverage to mitigate against risks of cyber attacks and other information security breaches.

No Shareholder Rights Plan

We do not have a shareholder rights plan (see “Corporate Governance Profile” above).

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Senior Executives and Key Personnel of Our Manager

We are externally managed by SFTY Manager LLC, a wholly owned subsidiary of iStar, which is our largest shareholder. All of our senior executives are employees of our manager or its affiliates. The location of the executive offices and telephone number of our manager are:

				SFTY Manager LLC 1114 Avenue of the Americas 39th Floor New York, NY 10036
				(212) 930-9400

Information for Jay Sugarman, our Chairman and Chief Executive Officer, is presented on page 5 under the heading “Director Nominees.” Information for our other named executive officers is set forth below. All of our officers serve at the pleasure of the Board of Directors and are customarily appointed as officers at the annual organizational meeting of the Board held following each Annual Meeting of Shareholders.

Marcos Alvarado, 41, currently serves as our and iStar’s President and Chief Investment Officer, having joined us and iStar in 2018. In those capacities, he is responsible for overseeing originations and driving growth across our diversified $5 billion investment portfolio. Mr. Alvarado was previously Head of Acquisitions & Business Operations for Cadre, a technology-enabled real estate investment platform, and a Managing Director at Starwood Capital. Prior to Starwood Capital, he served as Vice President in Lehman Brothers’ Global Capital Real Estate Group. He started his career in Morgan Stanley’s CMBS Group. Mr. Alvarado holds a B.A. from Dartmouth College.

Garett Rosenblum, 48, currently serves as our and iStar’s Senior Vice President and Chief Accounting Officer

and is responsible for the overall accounting and reporting functions at both companies. Prior to joining iStar in 2013, Mr. Rosenblum served as the Chief Accounting Officer at Arbor Realty Trust, a publicly traded REIT. Prior to joining Arbor, Mr. Rosenblum served as Director of Accounting at Citi Property Investors, a division of Citigroup. Mr. Rosenblum is a graduate of the St. John’s University School of Law where he earned his J.D. degree. He also holds a B.S. degree in both Finance and Public Relations from Syracuse University. Mr. Rosenblum is a member of the New York State Bar and is a Certified Public Accountant in New York.

Jeremy Fox-Geen, 48, served as our and iStar’s Chief Financial Officer from February 2020 until his resignation in May 2021. Prior to joining us and iStar, he served in various capacities across corporate finance and financial services, including as Chief Financial Officer of McKinsey & Co.’s North American business. He previously held senior leadership roles at PwC, Citigroup and McKinsey. Mr. Fox-Geen holds an M.A. in Mathematics and Philosophy from Oxford University.

Brett Asnas, 37, currently serves as our and iStar’s Chief Financial Officer, having been appointed to those roles in February 2022. He previously served as our and iStar’s Executive Vice President, Head of Capital Markets. Mr. Asnas has been responsible for overseeing corporate finance initiatives, strategy, financial planning and analysis, and execution of debt and equity capital markets activity. Mr. Asnas joined iStar in 2008 and previously held positions in the real estate private equity business at Fortress Investment Group, the real estate investment banking division at Nomura Securities, as well as structured finance advisory at Ernst & Young LLP. Mr. Asnas holds a B.S. degree in Finance from the School of Management at Binghamton University.

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Executive Compensation

Compensation Committee Report

Our Compensation Committee has furnished the following report. The information contained in this “Compensation Committee Report” is not to be deemed “soliciting material” or “filed” with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that we specifically incorporate it by reference into such filings.

Our Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K of the Exchange Act with management.

Based on such review and discussions, our Compensation Committee recommended to our Board that the “Compensation Discussion and Analysis” be included in this proxy statement.

Submitted by the Compensation Committee
of the Board of Directors:

Jay Nydick (Chairman)
Dean Adler
Stefan Selig

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Executive Compensation

Compensation Discussion and Analysis

Our Compensation Discussion and Analysis describes our compensation program, objectives and policies for our Chairman and Chief Executive Officer, our President and Chief Investment Officer, our Chief Financial Officer (who served until May 2021), and our Chief Accounting Officer (who served as our temporary interim principal financial officer from May 2021 until February 2022), whom we have determined comprise our “named executive officers,” as such term is defined in Item 402(a) of Regulation S-K of the Exchange Act, for our fiscal year ended December 31, 2021. Effective February 2022, Brett Asnas has been appointed as Chief Financial Officer of the Company and of iStar.

We are externally managed by a wholly owned subsidiary of iStar, which is our largest shareholder. All of our senior executives are employees of our manager or its affiliates. The location of the executive offices and telephone number of our manager are:

SEC Form DEF 14A filed by Safehold Inc.