Henry Nassau
About Henry N. Nassau
Independent director since 2003, age 70, and current chair of both the Compensation Committee and Corporate Governance Committee at Blackstone Mortgage Trust (BXMT). Former CEO of Dechert LLP (2016–2023) and long-time corporate/M&A attorney; previously COO, Managing Director, General Counsel and Secretary at Internet Capital Group (Nasdaq: ICGE) from 1999–2003. Board determined him independent notwithstanding Dechert’s occasional legal work for BXMT and unrelated facilities; payments were immaterial to Dechert, Nassau was not involved, and any compensation to him was indirect and de minimis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dechert LLP | Chief Executive Officer | Jul 2016–Jul 2023 | Led global law firm; governance and management responsibilities |
| Dechert LLP | Partner; Deputy Chair of practice group management; Chair, Corporate & Securities Group | Sep 2003–2016 | Advised on M&A, public offerings, private equity/VC; practice leadership for >10 years |
| Internet Capital Group (ICGE) | COO; Managing Director; General Counsel & Secretary | May 1999–Jun 2003 (COO Dec 2002–Jun 2003) | Senior public-company officer; corporate governance and legal leadership |
| Dechert LLP | Partner; Chair, Business Department | Sep 1987–May 1999 (Business Chair Jan 1998–May 1999) | Practice and department leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RAF Industries | Advisory Board Member | Not disclosed | Private advisory role |
| Campus Apartments | Advisory Board Member | Not disclosed | Private advisory role |
| TL Ventures | Advisory Board Member | Not disclosed | Private advisory role |
| Graham Partners | Advisory Board Member | Not disclosed | Private advisory role |
| Private investment entities | Manager | Ongoing | Focus on private/growth equity opportunities |
Board Governance
- Committee leadership: Chair, Compensation Committee; Chair, Corporate Governance Committee .
- Committee composition: Compensation (Cotton, Nassau, Perez‑Alvarado, Sagalyn); Corporate Governance (Nassau, Lynch, Sagalyn). Audit (Cotton, Lynch, Sagalyn); Investment Risk (Cotton, Lynch, Perez‑Alvarado) .
- Independence: Board affirmatively determined Nassau is independent under NYSE rules (considered Dechert relationship; immaterial payments; Nassau not involved) .
- Attendance: Board held 8 meetings in 2024; committees held 4 (Audit), 4 (Comp), 2 (Gov), 6 (IRM); each incumbent director attended at least 75% of applicable meetings in 2024 .
- Executive sessions: Non‑management directors hold periodic executive sessions; if lead independent isn’t present, the Corporate Governance chair presides (Nassau would preside in that case) .
- Say‑on‑pay signal: 95% approval at 2024 annual meeting, supporting compensation oversight under his committee .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Non‑employee director cash retainer |
| Committee chair fees | $25,000 | $15,000 (Compensation Chair) + $10,000 (Corporate Governance Chair) |
| Committee membership fees | $0 | No Audit ($10k) or Investment Risk ($7.5k) membership for Nassau |
| Total cash fees earned | $120,000 | Reported “Fees Earned or Paid in Cash” |
Director compensation policy: non‑employee directors earn $95,000 cash retainer plus $115,000 annual equity award (deferred stock units or restricted stock), granted at annual meeting; chairs receive additional annual cash fees (Comp $15k; Gov $10k) .
Performance Compensation
| Equity | Grant Value (USD) | Structure | Vesting | Outstanding Units |
|---|---|---|---|---|
| Annual director equity grant (2024) | $115,000 | Deferred stock units or restricted stock | Vests in full at next annual meeting | 6,378 unvested units outstanding as of 12/31/2024 |
- No performance metrics are tied to director compensation at BXMT; director equity is time‑based and intended to align interests .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| Internet Capital Group (ICGE) | Former officer (COO/GC/Secretary) | Yes (Nasdaq: ICGE, historical) | Prior operating role, not a current directorship |
| Advisory boards (RAF Industries, Campus Apartments, TL Ventures, Graham Partners) | Advisory board member | No disclosure of public registrant status | Private/advisory, not BXMT‑competitor interlocks disclosed |
- Compensation Committee interlocks: None requiring Item 404 disclosure; committee members were not BXMT officers and had no relationships requiring disclosure in FY2024 .
Expertise & Qualifications
- Corporate governance and regulatory expertise; significant experience as public‑company officer and major law firm partner; board skills matrix flags Nassau across governance, investment, risk, finance and diversity/inclusion .
- Legal specialization in M&A, public offerings, private equity and VC financing—valuable for oversight of external manager and capital markets transactions .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Breakdown |
|---|---|---|---|
| Henry N. Nassau | 170,429 | <1% | Includes 98,275 shares obtainable upon conversion of vested stock units |
- Director stock ownership guidelines: Non‑employee directors must hold BXMT stock equal to 5× annual cash retainer within five years; all are in compliance (implies Nassau meets guideline) .
- Hedging/margin prohibitions: BXMT policy prohibits short sales, margin purchases, and hedging (collars, swaps, options) in company securities—supports alignment .
Governance Assessment
- Strengths: Long tenure and deep governance/legal expertise; chairs both Compensation and Corporate Governance Committees; high say‑on‑pay support (95%) indicates investor confidence in compensation oversight; independence affirmed despite law‑firm affiliation; use of independent compensation consultant (FPL); no compensation committee interlocks .
- Potential conflicts: Partner at Dechert LLP, which occasionally provides legal services to BXMT or counterparties; board concluded payments were immaterial, Nassau not involved, and any benefit to him was indirect/de minimis—mitigating conflict risk (monitor ongoing Dechert engagements) .
- Engagement/attendance: Board and committees met regularly in 2024; all incumbents met at least 75% attendance. As Governance Chair, Nassau may preside over executive sessions when lead independent isn’t present, reinforcing independent oversight .
- Alignment: Director pay mix combines cash ($120k) and equity ($115k); time‑based equity vests after one year and ownership guidelines are met—supports skin‑in‑the‑game without short‑term risk incentives .
- External management considerations: Governance Committee (chaired by Nassau) annually evaluates Manager performance; Compensation Committee oversees equity grants to executives under BXMT plans—critical in externally managed structure where cash comp is paid by Blackstone affiliates .
RED FLAGS: Related‑party exposure via Dechert LLP representation (mitigated by immateriality and non‑involvement) . No other Item 404 relationships for compensation committee members . Hedging/margin transactions prohibited by policy, reducing misalignment risk .