John E. Westerfield
About John E. Westerfield
Independent director at BrightSpire Capital (BRSP) since 2018; age 66 as of the March 24, 2025 record date . Former CEO and director of Mitsui Fudosan America (2015–Oct 2023), ex‑Morgan Stanley managing director specializing in global commercial mortgage finance; founded Braddock Capital in 2008 to invest in REITs and CRE assets . Education: MBA, Harvard Business School (1985); BA in Government, Dartmouth College (1981) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitsui Fudosan America, Inc. | Chief Executive Officer; Director | Apr 2015–Oct 2023 | Led U.S. real estate investment subsidiary of Mitsui Fudosan Group; strategic planning and investment strategy |
| Morgan Stanley | Managing Director; Global CMBS and CRE finance | 1985–Jun 2008 | Led global commercial mortgage finance; prior roles in investment banking, fixed income, investment management |
| Braddock Capital Management LLC | Founder; Manager | Since Jun 2008 | Invested in REITs and CRE projects (office, industrial, multifamily, condo) in New York area |
External Roles
| Type | Organization | Role | Status |
|---|---|---|---|
| Public company board | — | — | No current public company directorships disclosed in proxy |
| Private/affiliated | Mitsui Fudosan America, Inc. | Director (while CEO) | Private subsidiary of Mitsui Fudosan Group (Japan) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Westerfield is independent under NYSE and SEC rules |
| Committee Assignments | Chair: Nominating & Corporate Governance (NCG); Member: Compensation Committee |
| Committee Meetings (2024) | Audit: 4; Compensation: 6; NCG: 4 (all committees composed of independent directors) |
| Attendance | 100% of Board and committee meetings in 2024; also 100% in 2023 |
| Executive Sessions | Independent directors met 4 times in executive session in 2024; 4 times in 2023 |
| Board Leadership | Independent Chairperson (Catherine D. Rice); separate Chair and CEO roles; 83.3% independent board |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non‑employee director cash fee (paid quarterly) |
| Committee chair fee (NCG) | $15,000 | Additional annual cash retainer for NCG Chair |
| Total cash (2024 actual) | $95,000 | Reflected in Director Compensation Table for Westerfield |
| Annual restricted stock | $100,482 | Granted May 17, 2024; one‑year cliff vest on May 17, 2025; 15,899 RS shares unvested at 12/31/2024 |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity design | Time‑based restricted stock | Vests fully after one year; no performance metrics tied to director awards |
| Performance‑based awards | None | No PSUs/options reported for directors; director comp is cash + time‑based RS only |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | Compensation Committee members in 2024: Schwartz (Chair), Diamond, Westerfield; no compensation committee interlocks involving BRSP executive officers disclosed |
| Related‑party ties | Audit Committee reviews related‑party transactions; no Westerfield‑specific related party transactions disclosed |
Expertise & Qualifications
- Deep CRE finance and investment expertise; former CEO leading a major U.S. real estate investment platform .
- Prior leadership of global CMBS and CRE finance at Morgan Stanley; brings capital markets and risk oversight experience .
- Academic credentials (Harvard MBA; Dartmouth BA) align with financial governance responsibilities .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common stock) | 92,694 shares; <1% of outstanding as of Mar 24, 2025 |
| Unvested director RS as of 12/31/2024 | 15,899 shares (vesting May 17, 2025) |
| Ownership guidelines | Directors required to hold ≥5x annual cash retainer; 5‑year grace period; unexercised options/ unearned performance awards excluded |
| Compliance status | All directors either met ownership thresholds or were within the 5‑year grace period as of 12/31/2024 |
| Hedging/pledging | Prohibited by insider trading policy; margin accounts and derivative/hedging transactions barred |
Governance Assessment
- Strengths: Independent director; chairs NCG and serves on Compensation Committee; perfect attendance; robust governance framework (independent chair, majority independent board, executive sessions, stock ownership policy, anti‑hedging/pledging) .
- Alignment: Director compensation mix balances cash with time‑based equity; stock ownership guidelines and anti‑hedging policy support alignment with shareholders .
- Shareholder signals: Director election support for Westerfield improved YoY in “for” votes but continued to have higher “withheld” votes relative to some peers (2024: 64,995,247 for; 7,257,321 withheld; 214,487 abstentions; 25,352,808 broker non‑votes; 2025: 75,904,033 for; 2,532,010 withheld; 174,189 abstentions; 22,998,482 broker non‑votes) .
- RED FLAGS: None disclosed regarding related‑party transactions, pledging, hedging, or attendance; note relatively elevated withheld votes in 2024 could indicate targeted shareholder concerns (role, committee leadership, or performance oversight), though boardwide say‑on‑pay approval remained strong (2024: 69,370,153 for; 2,207,450 against; 889,452 abstentions; 25,352,808 broker non‑votes; 2025: 75,977,371 for; 1,933,147 against; 699,714 abstentions; 22,998,482 broker non‑votes) .
Director Compensation (Detail – 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John E. Westerfield | 95,000 | 100,482 | 195,482 |
Say‑on‑Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 69,370,153 | 2,207,450 | 889,452 | 25,352,808 |
| 2025 | 75,977,371 | 1,933,147 | 699,714 | 22,998,482 |
Director Election Results (Westerfield)
| Year | For | Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 64,995,247 | 7,257,321 | 214,487 | 25,352,808 |
| 2025 | 75,904,033 | 2,532,010 | 174,189 | 22,998,482 |
Compensation Committee Analysis
- Membership: Schwartz (Chair), Diamond, Westerfield .
- Consultant: Ferguson Partners engaged Dec 2023; previously FTI Consulting (2018–2023) .
- Peer groups used:
- Executive Compensation Peers (e.g., Arbor Realty Trust, Ladder Capital, Hannon Armstrong, MFA Financial, etc.) .
- Performance Peers (e.g., Blackstone Mortgage Trust, Apollo Commercial Real Estate Finance, KKR Real Estate Finance Trust, Ladder Capital, Franklin BSP Realty Trust, etc.) .
- Committee met 6 times in 2024; ensures plans balance risk/reward and do not encourage excessive risk‑taking .
Related Party Transactions & Policies
- Audit Committee reviews and must approve related‑party transactions; annual D&O questionnaires and GC screening for conflicts; no Westerfield‑specific transactions disclosed .
- Anti‑hedging/pledging policy prohibits hedging, short sales, margin accounts, and pledging of Company stock .
Equity Ownership Guidelines & Compliance
- Directors: ≥5x annual cash retainer; grace period 5 years; unearned performance awards and unexercised options excluded .
- As of 12/31/2024, all directors met thresholds or were within grace period .
Governance Summary
- Westerfield enhances board effectiveness through NCG leadership and compensation oversight; strong attendance and independence support investor confidence .
- Compensation mix and ownership policies foster alignment; no related‑party or hedging/pledging concerns disclosed .
- Monitor shareholder sentiment given Westerfield’s relatively higher withheld votes in 2024; improvement in 2025 suggests reduced opposition but continued diligence is warranted .