Frank Cohen

About Frank Cohen

Frank Cohen (age 52) is Chairman of the Board of BSTT, serving as a director since 2016; he previously served as Chief Executive Officer from July 2016 to December 2024. Cohen is a former Senior Managing Director at Blackstone Real Estate, Global Chairman of Blackstone’s Core+ real estate business, and a member of Blackstone Real Estate’s Investment Committee, with involvement in over $100 billion of real estate transactions; he holds a BA from Northwestern University (MMSS honors, political science double major) . He is classified by BSTT as a non-independent director .

Past Roles

External Roles

Board Governance

• Independence and committee memberships: Cohen is a non-independent director; he serves as Chairman and is not a member of any board committee .
• Committee structure (independent-only): Audit (Chair: Beier), Compensation (Chair: Griffith), Nominating & Corporate Governance (Chair: Lewis), Affiliate Transaction (Chair: Gilchrist); all members are independent per NYSE and BSTT standards .
• Leadership structure: Roles of CEO and Chair are separated as of 2025 (Chair: Cohen; CEO: LePatner); the company does not have a lead independent director .
• Attendance and engagement: In 2024, the board held 13 meetings; Audit 4, Affiliate Transaction 7, Compensation 4, Nominating & Corporate Governance 2. Each director attended at least 75% of the meetings applicable to them; eight directors attended the 2024 annual meeting .
• Executive sessions: Non-management directors regularly hold executive sessions without management present .
• Conflict oversight: The Affiliate Transaction Committee reviews and approves transactions between BSTT and Blackstone or affiliates, and reviews Adviser performance and fees .

Fixed Compensation

Independent directors’ 2024 restricted stock grant: 14,269 Class I shares per director, determined by dividing $200,000 by the then-current NAV; vest in August 2025 .

Performance Compensation

• Compensation consultant: The Compensation Committee engaged Ferguson Partners Consulting L.P. to review competitiveness of non-employee/independent director compensation; fee paid was $30,000 .

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive real estate transaction experience (> $100B), leadership of Core+ platform, and service on Blackstone Real Estate Investment Committee .
• Academic credentials: BA Northwestern University (MMSS honors; political science) .
• Industry governance: ULI Trustee; NAREIT Advisory Board of Governors .

Equity Ownership

• As of March 28, 2025, BSTT had 3,651,641,363 common shares outstanding; Blackstone owned ~$3.4B of BSTT common stock and OP units; Blackstone employees (incl. executive officers) owned ~$1.3B combined .

Governance Assessment

• Strengths

  • Majority-independent board; all standing committees composed solely of independent directors .
  • Separation of Chair and CEO roles effective 2025 improves oversight clarity .
  • Active Affiliate Transaction Committee to vet related-party transactions with Blackstone/adviser; formal policies and fair-and-reasonable approval requirements .
  • Robust director engagement: 13 board meetings in 2024; minimum 75% attendance by each director; regular executive sessions .

• RED FLAGS / Risk Indicators

  • Chairman is non-independent and has deep sponsor ties; no lead independent director to balance agenda-setting power .
  • Externally managed structure with all non-independent directors and officers affiliated with Blackstone increases related-party exposure; significant sponsor ownership in the capital stack .
  • Cohen received no director compensation from BSTT (consistent with affiliated status), limiting direct pay-for-performance alignment at the BSTT board level; alignment relies on external Blackstone incentives rather than BSTT-specific performance .

• Compensation Structure Signals

  • YOY increase in independent director equity grant from $145,000 (2024) to $200,000 (2025), and cash retainer from $80,000 to $90,000; chair retainers increased (Audit: $15k→$25k; other chairs: $10k→$15k), potentially reflecting market benchmarking updates via Ferguson Partners .
  • Stock ownership policy requires non-employee independent directors to own ≥5x annual cash retainer within five years; all are in compliance (policy applies to non-employee directors) .

Related Party Transactions & Policies

• External management via BX REIT Advisors (Blackstone affiliate); Adviser sources, evaluates, and manages investments; BSTT maintains ongoing relationships with the Adviser and affiliates; all officers and directors other than independent directors are employees of Blackstone .
• Affiliate Transaction Committee reviews transactions between BSTT and Blackstone/adviser or board members; approvals require majority of board and majority of the Affiliate Transaction Committee not otherwise interested in the transaction .

Fixed Compensation (Director Policy Reference)

Performance Compensation (Director Policy Reference)

Equity Ownership (Additional Context)

Conclusion

Cohen brings deep real estate and Core+ platform expertise and remains a central figure in BSTT’s strategic oversight. However, his non-independent status, absence from committees, and the lack of a lead independent director elevate governance and related-party risk; the Affiliate Transaction Committee and fully independent committee composition partially mitigate these concerns .