Michael J. Mazzei
About Michael J. Mazzei
Michael J. Mazzei, age 63, is Chief Executive Officer of BrightSpire Capital, Inc. and an executive director since 2020; he holds a B.S. from Baruch College, a J.D. from St. John’s University School of Law, and is a graduate of the NYU Real Estate Institute . Under Mazzei’s leadership, BrightSpire’s 2024 pay-for-performance program measured Absolute ROAE at 8.1% against a 7.40% target and Relative P/BV at 71% vs a 72% peer median; pre-waiver AIP earned 120% of target with final payout reduced to 100% (partly in stock), highlighting alignment with shareholder outcomes . The company reported a strong 2023 shareholder return of ~35% and continued discipline in liquidity and expenses; pay-versus-performance data show Company total return indices of 84.53 in 2023 and 73.20 in 2024 on a $100 base, with ROAE at 9.21% (2023) and 8.90% (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ladder Capital Corp | President | 2012–2017 | Led CRE finance platform; elevated operating performance and capital markets execution |
| Ladder Capital Corp | Director | 2017–2020 | Board oversight of strategy leading up to BRSP internalization |
| Bank of America Merrill Lynch | Global Head, CMBS & Bank Loan Syndication | 2009–2012 | Directed CMBS and loan distribution franchise through post-crisis market |
| Barclays Capital | Co-Head, CMBS & CRE Debt Markets | 2004–2009 | Built CRE debt origination/market-making capabilities |
| Lehman Brothers | Head of CMBS; Co-Head Global RE Investment Banking | 1984–2004 | Pioneered CMBS leadership; broadened global REIB coverage |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ladder Capital Corp | Director | 2017–2020 | Public company board experience in CRE credit |
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2022 | 800,000 |
| 2023 | 800,000 |
| 2024 | 800,000 |
Performance Compensation
2024 Annual Incentive Plan (AIP) Design and Results
| Metric | Weighting | Target | Actual | Payout Multiplier |
|---|---|---|---|---|
| Absolute ROAE | 40% | 7.40% | 8.1% | 153% |
| Relative P/BV vs Performance Peer Median | 30% | Median P/BV | BRSP 71% vs median 72% | 98% |
| Individual Performance (Qualitative) | 30% | N/A | N/A | 0–175% range (committee judgment) |
| Executive | AIP Target ($) | Pre-Waiver % Earned | Pre-Waiver Earned ($) | Waived ($) | Paid in Cash ($) | Paid in Stock ($) | Final Paid ($) |
|---|---|---|---|---|---|---|---|
| Michael J. Mazzei | 1,750,000 | 120% | 2,100,000 | 350,000 | 1,050,000 (cash capped at 60% of target) | 700,000 | 1,750,000 |
Notes:
- July 29, 2024 stock-in-lieu waiver: CEO capped cash at 60% of target; remainder in fully vested shares based on March 14, 2025 close .
- March 17, 2025 voluntary 20 percentage point reduction applied to earned incentive results, lowering CEO payout from 120% to 100% of target .
2024 Long-Term Incentive Plan (LTIP) Awards
| Award Type | Grant Date | Units/Shares | Vesting/Performance | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time-Vesting Restricted Stock | Mar 15, 2024 | 223,547 | 3 equal annual installments on Mar 15, 2025/2026/2027 | 1,535,768 |
| Performance RSUs (Relative TSR) | Mar 15, 2024 | 223,547 target | 3-year cycle (Mar 6, 2024–Mar 6, 2027), payout 0–200%; capped at 100% if absolute TSR negative | 1,748,138 (assumes target) |
Pay Mix and Governance Highlights:
- 2024 CEO pay mix: Salary 14%, AIP 31%, LTIP 55% of total value; no tax gross-ups; clawback policy; anti-hedging/anti-pledging .
- LTIP performance weighting increased from 35% PRSUs in 2023 to 50% PRSUs in 2024, strengthening performance linkage .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,334,299 shares; 1.02% of outstanding as of Mar 24, 2025 (130,658,176 shares outstanding) |
| Unvested Time-Based RS (Dec 31, 2024) | 223,547 (2024 grant) valued $1,260,805; 188,406 (2023 grant) valued $1,062,610; 125,823 (2022 grant) valued $709,642 |
| Outstanding PRSUs (target/unearned) | 223,547 (2024 PRSUs) valued $1,260,805; 304,348 (2023 PRSUs, reflected at 200% as of 12/31/24) valued $1,716,523 |
| Stock Ownership Guidelines | CEO 5x base salary; executives 3x; directors 5x cash retainer; 5-year grace period; unexercised options/unearned awards excluded. All execs/directors met or within grace as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited (options trading, short sales, derivatives, margin accounts, hedges, and pledging restricted; limited exceptions) |
Stock vesting cadence and potential supply:
- RS vest dates: Mar 15, 2025, 2026, 2027 for 2024 grant; remaining tranches for 2023 and 2022 grants vest on Mar 15, 2025/2026 per schedules, which may create periodic supply as shares deliver; 2024 AIP stock portion was fully vested at grant, potentially increasing near-term tradable float .
Employment Terms
| Term | Key Economics |
|---|---|
| Employment Agreement | Second Amended Employment Agreement effective Feb 16, 2024; term extended to Mar 31, 2027 |
| 2024 Targets | Base $800,000; AIP target $1,750,000; LTIP target $3,000,000 (committee discretion on awards) |
| Severance (no CIC) | 1.5x (salary + target bonus) lump sum; prior-year bonus if unpaid; year-of termination bonus prorated; grant of then-current LTIP if award timing not yet occurred; full vesting of all unvested LTIP |
| Severance (CIC window) | If terminated without cause/for good reason within 90 days before or 1 year after CIC, multiple increases to 2x; equity vests as specified in award terms |
| Death/Disability | Prior-year bonus if unpaid; pro-rated year bonus; full vesting of all unvested LTIP at full target (non-prorated) |
| Illustrative Values (as of Dec 31, 2024) | Cash severance $5,575,000 (no CIC); $6,850,000 (CIC window); accelerated equity vesting $5,152,123 in each case; total $10,727,123 (no CIC), $12,002,123 (CIC window) |
Policy framework:
- Clawback for incentive compensation upon restatements; robust insider trading policy and governance charters disclosed .
Board Governance
| Item | Detail |
|---|---|
| Board Role | Executive director since 2020; not independent |
| Committee Memberships | None; all standing committees comprised solely of independent directors |
| Board Chair Structure | Independent Chair (Catherine D. Rice); roles of Chair and CEO are separate |
| Board Independence | 83.3% independent; 6 members as of 2025 slate |
| Attendance | 100% Board and committee attendance in 2024; independent directors held 4 executive sessions |
Dual-role implications:
- Separation of Chair and CEO mitigates concentration risk; majority-independent board and fully independent committees support oversight of CEO compensation and performance .
Say‑on‑Pay & Peer Benchmarking
| Item | Detail |
|---|---|
| Say-on-Pay Approval | 96.9% approval at 2024 annual meeting (for 2023 NEO pay); prior year 95.0% (for 2022 NEO pay) |
| Executive Compensation Peers (2024) | 14 companies including Arbor Realty Trust, MFA Financial, Dynex Capital, Walker & Dunlop, Cohen & Steers, Main Street Capital, Hercules Capital, Hannon Armstrong, Redwood Trust, New York Mortgage Trust, Granite Point Mortgage Trust, Ladder Capital, WisdomTree, Chimera |
| Performance Peers (CRE mREIT focus) | Claros Mortgage Trust, Ladder Capital, Granite Point, Blackstone Mortgage Trust, Apollo Commercial RE Finance, KKR RE Finance Trust, TPG RE Finance Trust, Ares Commercial RE, Franklin BSP Realty Trust |
Performance & Track Record
- 2024: Achieved Absolute ROAE of 8.1% vs 7.40% target and Relative P/BV of 71% vs 72% peer median; AIP payouts voluntarily reduced and partly paid in stock, signaling alignment in a cautious environment .
- 2023: ~35% TSR; below-peer G&A cash expenses; prudent leverage and liquidity; asset management progress on REO and higher-risk loans .
- Pay-versus-performance: Company total return values 84.53 (2023) and 73.20 (2024) with ROAE 9.21% and 8.90% respectively, contextualizing pay outcomes vs performance .
Compensation Structure Analysis
- Increased performance-based equity: PRSUs moved from 35% of LTIP in 2023 to 50% in 2024, strengthening pay-for-performance and relative TSR linkage .
- AIP metric evolution: Shifted from Relative ROAE in 2023 to Relative P/BV in 2024 alongside Absolute ROAE, balancing profitability and market valuation versus peers .
- Guardrails: No tax gross-ups; clawback; anti-hedging/anti-pledging; no options issuances evident in tables .
Equity Ownership & Insider Selling Pressure Indicators
- Significant unvested RS and PRSU balances with scheduled March 15 vest dates may create periodic supply; 2024 AIP stock issued fully vested increases near-term tradable float .
- Anti-pledging/hedging policy reduces misalignment risk; no pledging disclosed for Mazzei .
- Stock ownership guidelines at 5x salary for CEO; executives in compliance or within grace period as of year-end 2024 .
Employment & Contracts (Retention risk)
- Contract extended to March 31, 2027 supports leadership continuity; severance multiples (1.5x non-CIC; 2x CIC) and full equity vesting can reduce departure risk but increase change-of-control costs .
- LTIP grant-in-lieu if termination occurs pre-grant date maintains economic continuity for the year of termination .
Investment Implications
- Alignment is solid: AIP reductions and stock-in-lieu demonstrate shareholder sensitivity; increased PRSU weighting ties outcomes to relative TSR, a key driver of long-term shareholder value .
- Vesting calendar and fully vested AIP shares could intermittently increase float and selling pressure around Mar 15 and following grant payout dates; monitor insider Form 4 activity near vesting windows for trading signals. RS tranches and PRSU conversions are material in size for the CEO .
- Governance mitigants: Independent chair, majority-independent board, and independent compensation process (Ferguson Partners) reduce dual-role risk; high say-on-pay support lowers compensation controversy risk .
- Change-of-control economics: 2x multiple and full vesting increase CIC transaction costs; PRSU CIC vesting at greater of target or actual performance may be value-protective for management; consider CIC-adjusted EV and equity overhang in event-driven analyses .