Vernon B. Schwartz
About Vernon B. Schwartz
Independent director since 2018; age 74 as of March 24, 2025. Former Executive Vice President at iStar managing real estate portfolios (condominiums, European assets) and President of AutoStar; long-tenured real estate investor and developer with leadership roles at Soros Real Estate Advisors/Quantum Realty Partners, Catellus Development Corporation, Bank of Montreal, and The Hahn Company. Holds a Bachelor of Commerce in Economics and an MBA from the University of the Witwatersrand (Johannesburg). Board roles at BRSP include Compensation Committee Chair, Audit Committee member, and designated Audit Committee Financial Expert; independence affirmed under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iStar | Executive Vice President | 2005–Feb 2017 | Managed real estate investments incl. condo portfolio and European assets; President of AutoStar platform (auto dealerships) |
| Falcon Financial (predecessor to AutoStar) | Founding Partner & CEO | Prior to 2005 | Built and led specialty finance platform for auto dealerships |
| Soros Real Estate Advisors (advisor to Quantum Realty Partners) | CEO | Prior to Falcon | Led offshore real estate investment fund sponsored by George Soros and Paul Reichmann |
| Catellus Development Corporation | Chairman, President & CEO | Prior | Led largest private landowner in California |
| Bank of Montreal; The Hahn Company | Senior Executive Roles | Prior | Finance and regional mall development/operator experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NorthStar Real Estate Income Trust, Inc. | Independent Director; Audit Committee member | Mar 2016–Jan 2018 | Past directorship; not current |
Board Governance
- Independence: Board determined Schwartz is independent (NYSE/SEC) .
- Committees: Compensation Committee (Chair), Audit Committee (Member), designated Audit Committee Financial Expert .
- Attendance: In 2024, Board met 4 times; all directors attended 100% of Board and committee meetings during their service .
- Committee cadence: 2024 meetings—Audit (4), Compensation (6), Nominating & Corporate Governance (4) .
- Board leadership: Independent Chairperson structure (separate Chair and CEO); independent directors met in executive session 4 times in 2024 .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly with Board meetings |
| Committee chair fee (Compensation) | $15,000 | Compensation Committee Chair retainer |
| Total cash fees earned | $95,000 | Sum of retainer and chair fee |
| Annual restricted stock (grant-date fair value) | $100,482 | Granted May 17, 2024; vests one year from grant |
| Annual restricted stock (shares) | 15,899 unvested as of Dec 31, 2024 | Vests May 17, 2025, subject to continued service |
| Total director compensation | $195,482 | Cash $95,000 + stock $100,482 |
- Policy: Non-executive independent directors receive $180,000 per year (cash $80,000 + restricted stock $100,000 fair value); committee chair fees: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $15,000; Independent Chair additional $20,000 .
Performance Compensation
- No performance-conditioned director equity disclosed; awards are time-based restricted stock vesting in full one year from grant .
Other Directorships & Interlocks
| Committee | 2024 Members | Interlocks/Insider Participation |
|---|---|---|
| Compensation Committee | Vernon B. Schwartz (Chair); Kim S. Diamond; John E. Westerfield | No compensation committee interlocks; no insider participation by BRSP executives on outside boards leading to interlocks |
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC definition) .
- 30+ years in real estate investment, development, portfolio management; domestic and international experience .
- Senior leadership across REITs, specialty finance, and development companies; extensive transaction and portfolio oversight .
- Education: BCom (Economics); MBA (University of the Witwatersrand) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Vernon B. Schwartz | 98,907 | <1% (based on 130,658,176 shares outstanding) | Address: c/o BRSP HQ; reflects beneficial ownership as of Mar 24, 2025 |
| Unvested director RS (as of Dec 31, 2024) | 15,899 shares | N/A | Annual director grant vests May 17, 2025 |
- Ownership policy: Directors must hold stock ≥ 5x annual cash retainer; 5-year grace period. As of Dec 31, 2024, all executives and directors either met thresholds or were within the grace period .
- Anti-hedging/anti-pledging: Company prohibits hedging, short sales, margin accounts, and—except in limited cases—pledging Company stock .
Governance Assessment
- Strengths
- Independent status, committee leadership (Compensation Chair) and dual committee service (Audit) enhance oversight across pay and financial reporting .
- Audit Committee Financial Expert designation supports rigorous financial controls oversight .
- 100% attendance and active committee cadence indicate strong engagement and board effectiveness .
- Director pay mix includes materially in-stock awards, aligning interests through equity; 2024 total $195,482 (cash $95,000; stock $100,482) .
- Robust governance framework: independent Chair, executive sessions, clawback policy for executives, stock ownership guidelines, anti-hedging/pledging .
- Shareholder signals: 96.9% say‑on‑pay approval in 2024, indicating high investor support for compensation governance overall .
- Watch items / potential conflicts
- Prior executive role at iStar and leadership across multiple real estate platforms create broad industry ties; however, proxy discloses no related-party transactions involving Schwartz and outlines stringent related-person transaction review by Audit Committee .
- No separate Lead Independent Director (role consolidated under Independent Chair), though independent sessions occurred regularly in 2024 .
Overall, Schwartz’s independence, committee leadership (Compensation Chair; Audit member/financial expert), perfect attendance, and equity-linked director pay support investor confidence in board oversight of pay and financial reporting, with no disclosed related-party conflicts tied to him in 2024–2025 proxy materials .
Notes
- Annual meeting attendance: Directors are expected to attend; all current directors attended the 2024 annual meeting (virtual) .
- Board composition: 83.3% independent; separate Chair and CEO .
- Compensation consultant: Ferguson Partners engaged for director and executive compensation benchmarking and program design (following prior use of FTI Consulting) .