Kim S. Diamond
About Kim S. Diamond
Independent director at BrightSpire Capital (BRSP) since 2021; age 60 as of March 24, 2025; determined independent under NYSE and SEC rules. Over 30 years in commercial real estate credit and structured finance, including founding executive roles at KBRA and senior leadership at S&P’s CMBS group; BA Cornell and MBA Columbia. Committee memberships: Compensation Committee and Nominating & Corporate Governance Committee; 100% attendance at Board and committee meetings in 2024. Expertise spans structured finance, CMBS standards development, risk management, and board-level compensation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescit Capital Strategies | Founding Principal; Head of Structuring & Credit | Jul 2017–Aug 2021 | Middle-market CRE debt fund leadership; structuring and credit oversight |
| Kroll Bond Rating Agency (KBRA) | Founding Executive; Senior Managing Director; Head of Structured Finance Ratings | Not disclosed | Executive team member; pivotal in establishment, growth, and sale; member of policy committee |
| Standard & Poor’s (S&P) | Managing Director; Practice Leader, U.S. Commercial Mortgage Ratings; Interim Head, Asia/Pacific Structured Finance | Not disclosed | Early CMBS standards development; international expansion (Melbourne, London); interim leadership in Tokyo |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Commercial Real Estate Finance Council (CREFC) | Board of Governors; Programming Chair, Membership Chair, Treasurer | Not disclosed | Recipient of CREFC Founder’s Award |
| Mortgage Bankers Association (MBA) | Commercial Board of Governors (COMBOG) | Not disclosed | Industry leadership |
| Ai SPARK | Advisory Board Member | Current | CRE fintech advisory role |
| Sovereign Wealth Fund Institute | Advisory Board Member | Current | Global data/research advisory role |
| NYU SPS Schack Institute of Real Estate | Adjunct Professor | Current | Academic engagement in real estate |
Board Governance
- Independence: Board affirmed Ms. Diamond is independent under NYSE and SEC rules .
- Committee assignments (current/effective upon re-election): Compensation Committee (Member); Nominating & Corporate Governance Committee (Member) .
- Attendance: 100% attendance at Board and committee meetings in FY2024; Board met 4 times; Compensation Committee met 6; Nominating & Corporate Governance met 4 .
- Leadership context: Independent Chairperson (Catherine D. Rice); independent directors meet regularly in executive session; Board is 83.3% independent, with six directors (five independent) .
| Governance Item | Detail |
|---|---|
| Director since | 2021 |
| Committees | Compensation (Member), Nominating & Corporate Governance (Member) |
| Attendance FY2024 | 100% Board and committee meetings |
| Board independence | 83.3% independent; independent chair; executive sessions held |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual fees earned/paid in cash | $80,000 |
| Annual restricted stock awards (grant-date fair value) | $100,482 |
| Total | $180,482 |
Non-Executive Director Compensation Policy: Annual base fee $180,000 ($80,000 cash; $100,000 restricted stock vesting one year post-grant); Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Independent Chairperson $20,000; travel expenses reimbursed .
Performance Compensation
| Award Detail | Value |
|---|---|
| Grant date | May 17, 2024 |
| Unvested RSU shares (as of 12/31/2024) | 15,899 |
| Grant-date fair value | $100,482 |
| Vesting | Vests in full on one-year anniversary of grant (May 17, 2025), subject to continued service |
| Performance metrics tied | None disclosed for directors; annual restricted stock with time-based vesting |
- Clawback policy: Executive incentive compensation recoupment upon restatement; applies to executive officers and senior employees responsible for financial reporting .
- Stock ownership guidelines: Directors must hold company stock ≥ 5x annual cash retainer; 5-year grace period; unexercised options and unearned performance awards excluded. As of 12/31/2024, all executive officers and directors either met thresholds or were within grace period .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | Not disclosed in BRSP proxy biography |
| Compensation Committee interlocks | None reported; committee composed solely of independent directors; no interlocks with other entities’ executives |
| Compensation Committee members (2024) | Vernon B. Schwartz (Chair), Kim S. Diamond, John E. Westerfield |
Expertise & Qualifications
- Structured finance and CMBS: Foundational contributions at S&P; led KBRA’s Structured Finance Ratings; policy committee member .
- Real estate credit and risk oversight: Leadership at Crescit; CRE debt underwriting and structuring .
- Education: BA Cornell; MBA Columbia .
- Industry leadership and academia: CREFC and MBA governance roles; adjunct professor at NYU Schack .
Equity Ownership
| As of | Beneficial Ownership (shares) | % of Outstanding | Unvested RSU (shares) | Policy on Hedging/Pledging | Ownership Guidelines Status |
|---|---|---|---|---|---|
| March 24, 2025 | 52,684 | <1% (asterisk per table) | 15,899 (12/31/2024) | Robust anti-hedging/anti-pledging policy; prohibits options/derivatives, short sales, margin accounts, hedging, and pledging except limited exceptions | Company states all directors met thresholds or are within 5-year grace period as of 12/31/2024 |
Shares outstanding reference: 130,658,176 shares (including restricted stock) as of March 24, 2025 .
Governance Assessment
- Strengths: Independent status; 100% attendance; service on Compensation and Nominating & Corporate Governance committees; strong alignment via mix of cash and equity; adherence to stock ownership guidelines; company-wide anti-hedging/anti-pledging policy; Compensation Committee uses independent consultants (FTI Consulting 2018–2023; Ferguson Partners since Dec 2023) and met six times in 2024 with full attendance .
- Compensation oversight: Committee directly responsible for CEO/NEO pay, director compensation, and equity plans; authority to retain independent advisors with independence considerations per NYSE/SEC standards; no interlocks reported—reduces conflict risk .
- Shareholder support: Say-on-pay approval of 96.9% in 2024 indicates strong investor endorsement of compensation practices .
- Potential conflicts/RED FLAGS: None identified in provided excerpts related to Ms. Diamond; Audit Committee reviews related party transactions; anti-pledging reduces alignment risk. Monitor “Certain Relationships and Related Transactions” for any updates each year .