Frank V. Saracino
About Frank V. Saracino
Frank V. Saracino is Chief Financial Officer, Treasurer and Executive Vice President of BrightSpire Capital, Inc. (BRSP). He has served as CFO since 2020, after previously serving as Chief Accounting Officer from November 2018 to December 2020 . He is 58 years old as of March 24, 2025 and holds a Bachelor of Science from Syracuse University; he began his career at Coopers & Lybrand and is a certified public accountant . BRSP’s executive compensation program emphasizes pay-for-performance, with annual incentives linked 70% to financial metrics and 30% to qualitative goals, and long-term incentives split 50/50 between time-based restricted stock and 3-year PRSUs tied to relative TSR; 2024 corporate metrics included an Absolute ROAE target of 7.40% (actual 8.1%) and Relative P/BV vs peer median (actual 71% vs 72% median) . Company performance data used in pay-versus-performance shows FY2024 ROAE of 8.90% and company TSR of 73.20 on a $100 initial investment basis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrightSpire Capital, Inc. | Chief Financial Officer, Treasurer & EVP | 2020–present | Led finance, reporting and controls for internally managed CRE credit REIT . |
| BrightSpire Capital, Inc. | Chief Accounting Officer | Nov 2018–Dec 2020 | Built public-company reporting and controls during transition to internalization . |
| Colony Capital, Inc. | Managing Director; CFO for managed REITs/vehicles | 2015–Apr 2021 | Responsible for financial accounting/reporting for Colony-managed REITs . |
| Prospect Capital Corporation | Managing Director; CFO of REIT subs & registered closed-end funds | Inception–pre-2015 | Established finance operations and CFO oversight across real estate vehicles . |
| Macquarie Group | Managing Director; Americas co-head of finance | 2008–2012 | Co-led finance across Americas; strengthened controls and financial leadership . |
| eSpeed, Inc. (Cantor subsidiary) | Chief Accounting Officer | 2004–2008 | Public-company CAO; enhanced reporting and governance in fintech trading platform . |
| Coopers & Lybrand / Deutsche Bank | Auditor; Corporate Finance | Early career | CPA qualification; corporate finance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed for Saracino . |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Base Salary | $425,000 | Per amended employment letter (Feb 21, 2024) . |
| All Other Compensation | $15,974 | 401(k) match and life insurance premiums . |
| Pension/SERP | None | Company does not provide defined benefit or supplemental pension benefits to NEOs . |
| Tax Gross-ups | None | No tax gross-ups on change-in-control payments . |
Performance Compensation
| Metric | Weight | Target | Actual | Payout / Multiplier | Comments |
|---|---|---|---|---|---|
| Absolute ROAE | 40% | 7.40% | 8.1% | 153% multiplier (1.53x) | 2024 AIP metric construction and result . |
| Relative P/BV vs peer median | 30% | 50th percentile (median = 72%) | 71% vs 72% median | 98% multiplier (0.98x) | 2024 measurement period Mar 1, 2024–Feb 28, 2025 . |
| Individual qualitative goals | 30% | Committee-set | Not disclosed | Not disclosed | Assessed 0–175%; final CFO pre-waiver earned 120% overall . |
| 2024 Annual Incentive (AIP) | Target ($) | Pre-Waiver Earned (%) | Pre-Waiver Earned ($) | Waived ($) | Paid in Cash ($) | Paid in Stock ($) | Total Paid ($) |
|---|---|---|---|---|---|---|---|
| Frank V. Saracino (CFO) | 625,000 | 120% | 750,000 | 125,000 | 437,500 | 187,500 | 625,000 |
| Notes | Cash capped at 70% of target per Stock-in-Lieu Waiver; remaining paid in fully vested shares | Based on 3/14/2025 close; award paid 3/17/2025 | |||||
Citations: (AIP results and waivers), (Stock-in-Lieu Waiver details).
Long-Term Incentives (LTIP)
| Award Type | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting/Performance Terms |
|---|---|---|---|---|
| 2024 PRSUs (target units) | 3/15/2024 | 70,790 | 553,578 | 3-year performance cycle (3/6/2024–3/6/2027), payout 0–200% vs relative TSR peer group; capped at 100% if TSR negative . |
| 2024 Restricted Stock | 3/15/2024 | 70,790 | 486,327 | Time-based vest in three substantially equal installments on 3/15/2025, 3/15/2026, 3/15/2027 . |
Citations: (grant details), (vesting/performance terms).
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 374,568 | As of March 24, 2025; less than 1% . |
| Shares outstanding | 130,658,176 | As of record date March 24, 2025 . |
| Ownership as % of shares outstanding | ~0.29% | 374,568 / 130,658,176; components cited . |
| Unvested Restricted Stock (as of 12/31/2024) | 70,790 | Market value $399,256 at $5.64 close . |
| Unearned PRSUs (as of 12/31/2024) | 70,790 (target basis) | Payout value shown on target basis; market value $399,256 at $5.64 close . |
| Stock ownership guidelines | 3x base salary for executive officers | 5-year grace; unexercised options/ unearned performance awards excluded . |
| Compliance status | All execs either met or within grace period as of 12/31/2024 | Company-wide disclosure . |
| Hedging/pledging | Prohibited | No hedging, shorting, margin accounts; pledging generally prohibited . |
| Clawback | In place | Incentive compensation recoupment upon certain restatements/noncompliance . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment letter amended | Feb 21, 2024 amended and restated employment letter; 2024 base salary and AIP target set by Compensation Committee . |
| Severance (without cause / for good reason outside CIC protection) | Lump sum cash severance equal to 1x (base salary + target annual bonus); prior year’s unpaid bonus; pro-rated target cash incentive for year of termination; acceleration of unvested time-based awards; PRSUs vest per award terms; up to 12 months Company-paid COBRA . |
| Severance (within 90 days before or 1 year after Change in Control) | Lump sum cash severance equal to 2x (base salary + target annual bonus); immediate vesting of performance awards per award terms; up to 24 months Company-paid COBRA . |
| Death/Disability | Prior year’s unpaid bonus; pro-rated target bonus for year; vesting per award terms . |
| Equity acceleration mechanics | Time-based restricted stock fully vests upon death/disability, involuntary termination, or change in control, subject to assumption provisions for 2023/2024 awards; PRSUs vest at greater of target or actual on change in control; remain eligible post-termination per award terms . |
| Potential payments (illustrative, assuming 12/31/2024 event) | Without cause/Good Reason total: $3,366,416; CIC protection total: $4,482,688; Death/Disability total: $2,250,143; Change in Control (no termination): $1,625,143 (equity acceleration value basis) . |
Performance & Track Record
- 2024 corporate performance used for incentives: Absolute ROAE 8.1% vs 7.40% target; Relative P/BV 71% vs 72% peer median; peers ranged 34–95% P/BV, median 72% .
- 2024 say-on-pay approval: 96.9% support for NEO compensation as of Dec 31, 2023, reflecting investor endorsement of pay design .
- Company pay-versus-performance: FY2024 ROAE 8.90% and TSR value of 73.20 on $100 basis; net income shown as (132.0) million in the table; committee highlights key pay metrics (ROAE, adjusted distributable earnings, total dividends) .
- 2024 achievements informing NEO pay: execution of a securitization, pipeline build and loan originations, disciplined G&A, liquidity preservation and low leverage, asset management progress and reduction of higher-risk watchlist loans .
Compensation Peer Group and TSR PRSU Peer Set
- Executive Compensation Peers (used for benchmarking) expanded to 14 companies in 2024, including Arbor, Ladder, MFA, Dynex, Hannon Armstrong, Redwood, NYMT, WisdomTree, Main Street, Hercules, Walker & Dunlop, Chimera, Cohen & Steers, Granite Point .
- Performance Peers (used for AIP relative metrics and PRSU TSR testing) include: Claros Mortgage Trust, Ladder Capital, Granite Point, Blackstone Mortgage Trust, Apollo Commercial Real Estate Finance, KKR Real Estate Finance Trust, TPG RE Finance Trust, Ares Commercial Real Estate, Franklin BSP Realty Trust, Inc. .
Compensation Structure Analysis
- Shift toward PRSUs: LTIP mix at 50% PRSUs in 2024, increasing performance risk exposure vs 2023’s 35% PRSUs .
- Alignment features: No guaranteed bonuses; no tax gross-ups; clawback policy; ownership guidelines with grace period; anti-hedging/pledging policies .
- Discretionary investor-friendly actions: 2024 voluntary stock-in-lieu waivers and 20 percentage point reduction in earned AIP payouts by NEOs, enhancing alignment and reducing cash outflow .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin accounts prohibited, reducing misalignment risk .
- No pension benefits and no tax gross-ups; avoids shareholder-unfriendly provisions .
- Change-in-control treatment: Double-trigger severance with 2x multiple; PRSUs vest at greater of target or actual on CoC; time-based awards may be assumed to avoid automatic vesting in certain cases—balanced approach .
- Related party transaction oversight: Annual questionnaires and Audit Committee approval required; policy in place .
Equity Vesting Schedules and Potential Selling Pressure
- Time-based RS 2024 grant vests on 3/15/2025, 3/15/2026, 3/15/2027; PRSU 2024 cycle ends 3/6/2027 (payout 0–200%, capped at 100% if TSR negative) .
- AIP 2024 stock-in-lieu shares issued based on 3/14/2025 close; this timing and March vest dates define windows when incremental shares enter float, though hedging/pledging are prohibited and sales are not disclosed here .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96.9% (for 2023 compensation) .
- Stockholder engagement: Compensation design (AIP metrics/PRSUs) and disclosure enhancements reflect engagement feedback .
Expertise & Qualifications
- CPA; deep public-company finance and reporting experience across REITs and financial institutions; education: B.S., Syracuse University .
- Executive background across Colony Capital, Prospect Capital, Macquarie, eSpeed; early audit and corporate finance roles .
Fixed Compensation – Multi-Year Summary
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 425,000 |
| Stock Awards ($) | 933,806 | 945,875 | 1,039,905 |
| Non-Equity Incentive ($) | 696,000 | 696,000 | 625,000 |
| All Other Compensation ($) | 13,055 | 15,419 | 15,974 |
| Total ($) | 2,042,861 | 2,057,294 | 2,105,879 |
Performance Compensation – LTIP Grants
| Metric | 2023 RS (#) | 2023 PRSU (target #) | 2024 RS (#) | 2024 PRSU (target #) |
|---|---|---|---|---|
| Units | 59,662 | 96,378 | 70,790 | 70,790 |
Investment Implications
- Alignment: CFO’s pay design ties annual incentives to ROAE and market valuation (P/BV) and long-term equity to relative TSR versus a relevant CRE credit peer set, supporting shareholder alignment across operating and market outcomes .
- Retention vs selling pressure: Upcoming March vest dates (RS) and the 2027 PRSU cycle endpoint define issuance windows; however, anti-hedging/pledging policies and ownership guidelines reduce misalignment and near-term selling incentives, and 2024 stock-in-lieu choices further signal alignment .
- Change-in-control economics: Double-trigger severance at 2x salary+target bonus and performance award vesting at greater of target/actual could be value-protective for management; from an investor lens, this is conventional and not excessively rich, given no tax gross-ups and clawback policy .
- Execution risk: 2024 management achievements (securitization, originations pipeline, liquidity discipline, asset management) supported incentive payouts; future PRSU outcomes hinge on relative TSR through 2027, keeping long-term performance pressure on management .