Catherine Long
About Catherine Long
Catherine Long (age 68) is an independent director of BrightSpire Capital (BRSP), serving since 2021 and currently Chair of the Audit Committee and a member of the Nominating & Corporate Governance Committee . She co‑founded STORE Capital and served as EVP–Chief Financial Officer from 2011 to November 2021, previously CFO of Spirit Realty Capital (2003–2010), with earlier roles at FFCA/GE Capital Franchise Finance and Arthur Andersen; she holds a B.S. in accounting (Southern Illinois University) and is a CPA, designated by BRSP’s Board as an “audit committee financial expert” . In 2024, she attended 100% of Board and committee meetings, and the Board affirmed her independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STORE Capital Corporation (NYSE: STOR, privatized 2023) | EVP–Chief Financial Officer, Treasurer & Assistant Secretary | May 2011 – Nov 2021 | Financial planning, ALM, treasury, accounting/controls; member of executive investment committee; co‑founder |
| Spirit Realty Capital, Inc. | Chief Financial Officer, SVP & Treasurer | Aug 2003 – Feb 2010 | Finance leadership for net‑lease REIT; capital markets |
| Franchise Finance Corporation of America / GE Capital Franchise Finance | Various leadership roles; Principal Accounting Officer at FFCA | Prior to 2003 | Participated in FFCA real estate LP roll‑up, securitizations, and business combinations |
| Arthur Andersen (Phoenix) | Senior Manager, Real Estate | Prior to FFCA | Audit/assurance specializing in real estate |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oaktree Real Estate Income Trust, Inc. (non‑traded REIT) | Director; Audit Committee | Dec 2019 – Nov 2021 | Board service at externally managed REIT; audit oversight |
| Other current public company boards | — | — | None disclosed in BRSP’s 2025 proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; designated Audit Committee Financial Expert .
- Attendance and engagement: In 2024, the Board met 4 times; all directors (including Ms. Long) attended 100% of Board and applicable committee meetings; independent directors held 4 executive sessions .
- Independence: The Board affirmed Ms. Long’s independence under NYSE and SEC rules; 83.3% of directors are independent upon re‑election .
- Committee activity levels (2024): Audit (4 meetings), Compensation (6), Nominating & Corporate Governance (4) .
- Auditor oversight: As Audit Chair, she oversees appointment/oversight of the independent auditor; the Audit Committee appointed Deloitte & Touche LLP for FY2025 .
Fixed Compensation
- Structure (non‑employee directors): $180,000 annual base ($80,000 cash paid quarterly; $100,000 in restricted stock vesting after 1 year); Chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Independent Chairperson $20,000. Policy maintained since 2018 .
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Catherine Long | 100,000 | 100,482 | 200,482 |
Notes: 2024 grants were made on May 17, 2024, based on NYSE closing price; awards vest on May 17, 2025; as of 12/31/2024, each independent director held 15,899 unvested restricted shares .
Performance Compensation
- Directors receive time‑based restricted stock (no performance conditions). 2024 equity details for Ms. Long:
| Equity Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Director annual grant) | May 17, 2024 | 15,899 (unvested as of 12/31/2024) | 100,482 | Vests in full on May 17, 2025 | None (time‑based only) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ms. Long in the 2025 proxy .
- Prior board roles: Oaktree Real Estate Income Trust, Inc. (non‑traded), Director & Audit Committee (2019–2021) .
- Compensation Committee interlocks: BRSP discloses no interlocks; Compensation Committee members in 2024 were Schwartz (Chair), Westerfield, Diamond; Ms. Long is not on the Compensation Committee .
Expertise & Qualifications
- Audit and finance leadership: Former CFO of two publicly listed REITs; extensive experience in planning, ALM, treasury, accounting, controls, securitizations, and M&A .
- Professional credentials: CPA; Board‑designated Audit Committee Financial Expert .
- Real estate domain expertise: Net‑lease and commercial real estate financing track record across operating and capital markets roles .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Catherine Long | 51,537 | <1% | Includes restricted stock outstanding; as of 12/31/2024, held 15,899 unvested restricted shares vesting 5/17/2025 . |
- Ownership policy: Directors must hold Company stock with market value ≥ 5x annual cash retainer; 5‑year grace period; unexercised options/ unearned performance awards do not count . As of 12/31/2024, all executive officers and directors either met thresholds or were within the grace period .
- Hedging/pledging: Company policy prohibits hedging, short sales, margin accounts, and pledging (limited exceptions) .
Governance Assessment
- Strengths: Independent Audit Chair with deep CFO/CPA background and “financial expert” designation; 100% attendance; robust anti‑hedging/pledging and stock ownership guidelines; majority‑independent Board with independent Chair; regular executive sessions; Audit Committee active oversight of auditor transition to Deloitte for FY2025 .
- Alignment: Director pay mix balanced between cash and equity; time‑based RS aligns with shareholder value and ownership policy; 2024 director pay level consistent with long‑standing policy .
- Conflicts/related‑party exposure: Board affirmed independence; the proxy outlines stringent related‑party review, and it does not identify any related‑party transactions involving Ms. Long; independence reaffirmed under NYSE/SEC standards .
- Shareholder sentiment signal: 2024 Say‑on‑Pay support at 96.9% indicates broad investor alignment with compensation governance, indirectly supportive of overall board oversight quality .
RED FLAGS: None apparent specific to Ms. Long in the 2025 proxy (no attendance issues, no pledging/hedging, no related‑party transactions disclosed involving her) .