Andrew E. Witt
About Andrew E. Witt
Andrew E. Witt is BrightSpire Capital’s President & Chief Operating Officer, leading business, investment management and operations since 2019; he was interim President & CEO from February–April 2020 and served on the Board from May 2020–May 2021. He previously was Managing Director and COO of Global Credit at Colony Capital, and EVP at Colony American Homes overseeing single-family investments; earlier, he founded and managed a business in the industrial medicine sector. He holds an MBA from USC and a BA in International Relations (International Economics) from Stanford; he was a member of the 2000 U.S. Men’s Volleyball Olympic Team . Company performance inputs to 2024 pay included Absolute ROAE of 8.1% versus a 7.4% target (153% multiplier) and Relative Price/Book of 71% versus a 72% peer median (98% multiplier) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrightSpire Capital (BRSP) | President & COO | 2019–present | Leads business, investment management, and operations |
| BrightSpire Capital (BRSP) | Interim President & CEO | Feb 2020–Apr 2020 | Transition leadership; continuity of operations |
| BrightSpire Capital (BRSP) | Director | May 2020–May 2021 | Board oversight during internalization period |
| Colony Capital, Inc. | Managing Director; COO, Global Credit | ~2007–Apr 2021 | Credit operations, product development, investor relations for private offerings |
| Colony American Homes | Executive Vice President | pre-2015 | Oversaw SFR investments; ~20,000 homes acquired |
| Industrial medicine sector | Founder & Manager | pre-2007 | Built/managed operating business (pre-Colony tenure) |
External Roles
No external public company directorships disclosed for Mr. Witt in the proxy .
Fixed Compensation
Multi-year reported compensation (SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 400,000 | 400,000 | 500,000 |
| Stock Awards ($) | 1,400,705 | 1,493,483 | 1,641,960 |
| Non-Equity Incentive Plan Compensation ($) | 992,000 | 992,000 | 848,000 |
| All Other Compensation ($) | 13,055 | 15,065 | 15,620 |
| Total ($) | 2,805,760 | 2,900,548 | 3,005,580 |
Compensation targets:
| Target Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 500,000 (effective Mar 1, 2024) |
| Annual Cash Incentive Target ($) | 800,000 | 800,000 |
Performance Compensation
2024 Annual Incentive Plan – metrics and outcome:
| Metric | Weight | Target | Actual | Payout Multiplier |
|---|---|---|---|---|
| Absolute ROAE | 40% | 7.40% | 8.1% | 153% (1.53x) |
| Relative Price/Book (P/BV) | 30% | Peer median (72%) | 71% | 98% (0.98x) |
| Individual (Qualitative) | 30% | Subjective | Not disclosed | Range 0–175% per plan |
2024 AIP result for Andrew E. Witt:
| Item | Value |
|---|---|
| Pre-waiver earned (% of target) | 126% |
| Voluntary reduction | Minus 20 percentage points |
| Paid (% of target) | 106% |
| Paid in cash ($) | 560,000 (70% cash cap applied) |
| Paid in stock-in-lieu ($) | 288,000 |
| Total AIP paid ($) | 848,000 |
Long-Term Incentive Plan awards (grant detail):
| Grant Year | Type | Grant Date | Units/Shares | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2024 | RS (time-based, 3-year vest) | 3/15/2024 | 111,774 | 767,887 |
| 2024 | PRSUs (Relative TSR, 3-year) | 3/15/2024 | 111,774 (target) | 874,073 |
| 2023 | RS (time-based, 3-year vest) | 3/6/2023 | 141,305 | 970,765 |
| 2023 | PRSUs (Relative TSR, 3-year) | 3/6/2023 | 76,087 (target) | 522,718 |
Vesting schedules:
| Award | Schedule |
|---|---|
| 2024 RS | Vests in three equal installments on Mar 15, 2025, Mar 15, 2026, Mar 15, 2027 |
| 2023 RS | Vests in three equal installments; remaining vestings on Mar 15, 2025 and Mar 15, 2026 |
| 2022 RS | Remaining vesting on Mar 15, 2025 |
| 2024 PRSUs | 3-year performance period (Mar 6, 2024–Mar 6, 2027); payout 0–200% of target; capped at 100% if TSR for cycle is negative |
| 2023 PRSUs | 3-year performance period (Mar 6, 2023–Mar 6, 2026); payout 0–200% of target; capped at 100% if TSR is negative |
Stock vested in 2024:
| Metric | 2024 |
|---|---|
| Shares vested (#) | 168,507 |
| Value realized ($) | 1,157,643 (based on $6.87 close on vest date) |
Equity Ownership & Alignment
Beneficial ownership (as of March 24, 2025):
| Holder | Shares | % Outstanding |
|---|---|---|
| Andrew E. Witt | 579,628 | <1% |
Unvested/uneared equity at year-end 2024:
| Category | Count | Market/Payout Value ($) |
|---|---|---|
| Unvested RS (3 grants: 2024, 2023, 2022) | 111,774 + 94,204 + 58,072 = 264,050 | 630,405 + 531,311 + 327,526 = 1,489,242 |
| Unearned PRSUs (2024 target; 2023 assumed at 200% for disclosure) | 111,774 + 152,174 = 263,948 | 630,405 + 858,261 = 1,488,666 |
Policies and guidelines:
- Anti-hedging and anti-pledging policy prohibits options/derivatives, short sales, margin accounts, hedging/monetization, and pledging, subject to limited exceptions .
- Stock ownership guidelines: executive officers 3x base salary; 5-year grace period; unearned performance awards and unexercised options excluded. As of Dec 31, 2024, all executives either met thresholds or were within the grace period .
- No stock options outstanding (no option awards disclosed) .
Employment Terms
Key severance/change-in-control provisions (amended employment letter dated Feb 21, 2024):
| Provision | Without Cause / Good Reason | Change-in-Control Period (90 days before/1 year after) |
|---|---|---|
| Cash severance | 1x annual base salary + 1x target annual bonus | 2x (base salary + target bonus) |
| Annual bonus for year of termination | Prorated target bonus for service days | Same |
| Prior year bonus (if unpaid) | Paid | Paid |
| Equity vesting – time-based awards | Full acceleration | Full acceleration |
| Equity vesting – performance awards | Vests per award terms; CIC triggers immediate vest with performance determination; committee may apply favorable determination at CIC | |
| COBRA premiums | Company-paid up to 12 months | Company-paid up to 24 months |
Potential payments (as of Dec 31, 2024):
| Scenario | Total ($) | Cash Severance ($) | Equity Acceleration ($) | Medical Benefits ($) |
|---|---|---|---|---|
| Without Cause / Good Reason (outside CIC) | 4,697,948 | 2,100,000 | 2,548,778 | 49,170 |
| Within CIC Protection Period | 6,047,119 | 3,400,000 | 2,548,778 | 98,341 |
| Death or Disability | 3,348,778 | 800,000 (prorated bonus included) | 2,548,778 | 0 |
| Change in Control (no termination) | 2,548,778 | 0 | 2,548,778 | 0 |
Clawback: Company maintains an incentive compensation clawback policy applicable to executive officers .
Performance & Track Record
- Q1 2025 operations: $133M in loan repayments across 9 loans (5 full payoffs; 2 office loans totaling $50M), sold one REO office for $5M; new loan commitments totaled $182M across 5 originations; funded $8M of future fundings; future funding obligations $111M (4% of commitments). Portfolio: 74 investments, average loan balance $33M; watch list at $396M (16% of portfolio), down $15M QoQ .
- Management plans: Target levered ROE ~12% on new originations; pathway to $3.5B portfolio and low-3x leverage to support ~$0.20/share earnings; intend CLO issuance in 4Q 2025 contingent on originations and market conditions .
Investment Implications
- High equity alignment: 2024 LTIP split 50% PRSUs tied to relative TSR with 3-year cycles and caps when TSR is negative—strong pay-for-performance linkage; RS vests over 3 years, supporting retention .
- Near-term selling pressure mitigants: No options outstanding; anti-hedging/pledging policy in force; stock ownership guidelines met or within grace, which reduces pledging risk and encourages holding .
- Incentive structure sensitivity: AIP majority-weighted to ROAE and market-relative valuation (P/BV), encouraging both operational returns and market discipline; 2024 waivers shifted payout mix to equity and cut earned awards by 20 percentage points, signaling alignment with shareholders in a challenging environment .
- Retention economics: CIC protection at 2x salary+bonus with immediate vesting of performance awards increases retention value but raises transaction costs in a sale; outside CIC, 1x salary+bonus and full acceleration of time-based awards provides baseline protection .
- Execution risk: Portfolio regrowth to ~$3.5B and CLO timing are critical to earnings trajectory; originations and watch list resolutions are key levers under Witt’s operating remit as COO .
Say-on-pay support was 96.9% in 2024, suggesting investors generally approve the pay design and alignment .