David A. Palamé
About David A. Palamé
BrightSpire Capital’s General Counsel, Secretary, and Executive Vice President since the Company’s inception in January 2018; age 47 as of March 24, 2025 . He oversees legal, regulatory/compliance, corporate secretarial, and serves as chief compliance officer for the Company’s registered investment adviser . Education: BA, SUNY Buffalo; JD, University of Pennsylvania Law School; officer on the Penn Law Review . Company performance context during his tenure includes multi-year TSR benchmark disclosures and improving ROAE used in the annual incentive plan (Absolute ROAE of 8.1% for FY2024) .
Company fundamentals (for performance context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $90,191,000* | $93,403,000* | $102,443,000* |
| EBITDA ($USD) | $215,283,000* | $222,267,000* | $138,388,000* |
Values retrieved from S&P Global.*
TSR benchmarks during his tenure:
- Company TSR index values ($100 baseline): 2020: 59.97; 2021: 92.24; 2022: 63.55; 2023: 84.53; 2024: 73.20 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Colony Capital, Inc. | Managing Director, Deputy General Counsel | 2007–Apr 2021 | Global legal, private capital formation, investment allocation support; internally managed REIT transition support . |
| Sullivan & Cromwell LLP | Associate | Not disclosed | Large-cap corporate practice experience . |
| U.S. District Court (C.D. Cal.) | Law Clerk to Hon. William J. Rea | Not disclosed | Federal judicial clerkship—core litigation and research credentials . |
External Roles
None disclosed in company filings for Palamé (no public company directorships noted) .
Fixed Compensation
| Year | Base Salary ($) | Target Annual Cash Incentive ($) | Actual Annual Cash Incentive Paid ($) | Cash Portion ($) | Stock-in-Lieu Portion ($) |
|---|---|---|---|---|---|
| 2024 | 352,500 | 600,000 | 600,000 (post-waiver) | 420,000 | 180,000 |
| 2023 | 352,500 | Not disclosed | 696,000 | Not disclosed | Not disclosed |
| 2022 | 352,500 | Not disclosed | 642,000 | Not disclosed | Not disclosed |
Key points:
- 2024 AIP result was voluntarily reduced by 20 percentage points by all NEOs; Palamé received 100% of target, capped at 70% in cash with remainder in fully vested shares issued at the 3/14/2025 close price .
- No tax gross-ups; no guaranteed bonuses per program design .
Performance Compensation
2024 Annual Incentive Plan (AIP):
| Metric | Weight | Target | Actual | Payout Multiplier | Notes |
|---|---|---|---|---|---|
| Absolute ROAE | 40% | 7.40% | 8.1% | 153% | Linear interpolation between hurdles. |
| Relative P/BV vs Performance Peers | 30% | Peer median (72%) | 71% (vs 72% median) | 98% | Measured Mar 1, 2024–Feb 28, 2025 on average share price and average quarterly BV . |
| Individual Qualitative | 30% | Committee judgment | Achieved | Committee discretion | Focused on portfolio, liquidity, risk, and operations . |
| Total (pre-waiver) | — | — | — | 120% (Palamé) | Voluntary -20 percentage points reduction → 100% of target . |
AIP payout form:
- Cash portion capped at 70% of target for Palamé; remainder in fully vested shares granted at 3/14/2025 closing price; final AIP calculated and paid 3/17/2025 .
2024 Long-Term Incentive Plan (LTIP):
| Award Type | Units/ Shares | Vesting / Performance | Payout Range | Caps & Conditions |
|---|---|---|---|---|
| Time-vesting Restricted Stock | 72,601 shares | Vests in 3 equal tranches on 3/15/2025, 3/15/2026, 3/15/2027 | N/A | Service-based vesting; accelerated vesting upon certain events per plan . |
| Performance RSUs (PRSUs) | 72,601 target units | 3-year Relative TSR vs Performance Peers, period 3/6/2024–3/6/2027 | 0–200% | Payout capped at 100% of target if Company TSR for cycle is negative . |
Peer frameworks:
- Executive Compensation Peers (14 companies including mortgage and diversified REITs) used for benchmarking .
- Performance Peers (commercial mortgage REITs and credit platforms) used for relative performance and PRSU testing .
Equity Ownership & Alignment
Beneficial ownership over time (shares):
| As-of Date | 2019-03-18 | 2020-03-24 | 2021-03-19 | 2023-03-17 | 2024-03-19 | 2025-03-24 |
|---|---|---|---|---|---|---|
| Shares | 34,395 | 64,395 | 194,082 | 374,928 | 397,832 | 395,336 |
| % of SO | n/a | n/a | n/a | n/a | n/a | ~0.30% (395,336 / 130,658,176) |
Vested vs unvested (as of 12/31/2024):
| Grant Date | Unvested RS (#) | Market Value ($) | Unearned PRSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 5/5/2022 | 39,655 | 223,654 | — | — |
| 3/6/2023 | 61,188 | 345,100 | 98,844 | 557,480 |
| 3/15/2024 | 72,601 | 409,470 | 72,601 | 409,470 |
Ownership alignment policies:
- Stock ownership guidelines: 3x base salary for other executive officers; 5-year grace period; unexercised options and unearned performance awards excluded; all executives met or within grace period as of 12/31/2024 .
- Anti-hedging and anti-pledging policy: Prohibits options trading, short sales, margin accounts, hedging/monetization, and pledging except limited exceptions .
- Options: Company has not issued options to employees/directors .
Insider selling pressure indicators:
- Annual RS tranches vest each March 15; PRSUs settle at cycle end (3/6/2027) based on Relative TSR .
- 2024 AIP shares were fully vested at grant and deliverable 3/17/2025, representing near-term liquidity .
Employment Terms
| Term | Palamé Provision |
|---|---|
| Start date & role | General Counsel and Secretary since Company inception (Jan 2018); EVP; also CCO of BrightSpire Capital Advisors, LLC . |
| 2024 employment letter | Amended and restated letter dated 2/21/2024; 2024 base salary $352,500; target cash incentive $600,000 . |
| Severance (Qualifying Termination, outside CIC) | Lump sum = 1x salary + 1x target bonus; pro-rated target cash incentive for year of termination; prior year’s bonus if unpaid; time-based awards fully accelerate; performance-based awards vest per award terms; up to 12 months Company-paid COBRA (with timely election) . |
| Severance (within CIC protection period) | Lump sum = 2x salary + 2x target bonus; immediate vest of performance awards (level per agreement or as favorably determined); up to 24 months COBRA . |
| Potential payments (as of 12/31/2024) | Without Cause/Good Reason (outside CIC): Total $3,257,676; within CIC: Total $4,248,918; Death/Disability: Total $2,266,434; Change in Control (no termination): $1,666,434 (accelerated equity value) . |
| Change-of-control mechanics | Single/double-trigger outcomes per plan; treatment of RS and PRSUs specified; assumed awards do not accelerate in certain scenarios . |
| Clawback | Incentive compensation recoupment for restatements; applies to executive officers . |
| Prohibited practices | No hedging, shorting, pledging, or margin accounts; no tax gross-ups . |
Performance & Track Record
- 2024 compensation committee factors credit management for executing a 2024 securitization, restarting originations, maintaining G&A cash expenses below Performance Peer median, preserving liquidity/low leverage, and asset management progress reducing higher-risk watchlist loans .
- Active signatory on significant financing and repurchase facility amendments/transactions, evidencing direct involvement in capital markets execution (e.g., 8/19/2024 securitization indenture; Morgan Stanley omnibus amendments, 2022–2025) .
- Pay-versus-performance disclosures contextualize pay outcomes against TSR, net income, and ROAE over multiple years .
Compensation Structure Analysis
- Increased alignment in 2024 via voluntary AIP waivers (-20 percentage points) and stock-in-lieu elections (cash capped at 70% for Palamé), signaling restraint and equity alignment in a challenging CRE credit environment .
- Greater performance risk through 50% PRSU allocation with three-year relative TSR testing and a downside cap at 100% if TSR is negative, reducing windfall risk .
- No guaranteed bonuses, no tax gross-ups, and clawback provisions reduce governance risk .
- Stock ownership guidelines and anti-hedging/pledging policies strengthen alignment and reduce adverse trading/pledging signals .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96.9% (covering NEO compensation as of 12/31/2023), indicating strong shareholder support .
- 2024 investor engagement influenced implementation of AIP performance metrics and PRSU allocation .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 395,336 shares; ~0.30% of 130,658,176 shares outstanding . |
| Unvested RS (12/31/2024) | 173,444 shares across 2022–2024 grants; $978,224 aggregate value at $5.64 close . |
| Unearned PRSUs (12/31/2024) | 171,445 units (2023 and 2024 cycles); indicative payout values shown at $5.64 . |
| Options | None issued by Company . |
| Pledging/Hedging | Prohibited . |
| Ownership guidelines | 3x salary for executive officers; compliance or within grace period . |
Employment Contracts, Severance, and Change-of-Control Economics
| Feature | Economics |
|---|---|
| Severance multiple | 1x salary + 1x target bonus; 2x within CIC protection period . |
| Equity treatment | Full acceleration for RS under certain terminations/CIC; PRSU vesting per actual/target conditions; immediate PRSU vest at target or actual upon CIC per award terms . |
| COBRA | 12 months (Qualifying Termination); 24 months (within CIC) with timely election . |
| Clawback | Applies to incentive comp for restatements . |
| Anti-hedging/pledging | Prohibited activities, reducing misalignment risk . |
Investment Implications
- Alignment: 2024 AIP waivers and stock-in-lieu mechanics, combined with sizable unvested RS/PRSUs and ownership guidelines, indicate high equity alignment and lower near-term cash extraction risk .
- Retention risk: CIC severance at 2x salary+bonus and immediate performance award vesting within CIC period improves retention but increases transaction-related cost exposure; outside CIC, 1x multiple is moderate .
- Trading pressure: RS vest tranches in March each year and fully vested AIP shares issued 3/17/2025 create potential periodic liquidity events; anti-hedging/pledging constraints mitigate leveraged selling risk .
- Execution risk: PRSUs tied to relative TSR over 3 years impose capital markets performance dependence; downside cap at 100% if TSR is negative curbs excessive payouts in drawdowns .
- Governance: Strong shareholder support (96.9% say-on-pay), clawback policy, independent comp consulting, and peer benchmarking reduce compensation inflation and misalignment risk .