Lynne Sagalyn
About Lynne B. Sagalyn
Lynne B. Sagalyn, age 77, is an independent director of Blackstone Mortgage Trust (BXMT) serving since 1997; she chairs the Audit Committee and sits on the Compensation and Corporate Governance Committees. She is the Earle W. Kazis and Benjamin Schore Professor Emerita of Real Estate at Columbia Business School, founding director of the Paul Milstein Center for Real Estate and the MBA Real Estate Program, with prior academic appointments at the University of Pennsylvania (City Planning and Wharton Real Estate) and MIT (Urban Studies and Planning). Her professional board experience includes 23 years at UDR, Inc. (NYSE: UDR) with service as vice chair (2010–2018), advisory board member of the Morgan Stanley PRIME fund (2017–2022), and civic roles including vice chair of The Skyscraper Museum and audit chair of the New York City Trust for Cultural Resources. The BXMT board has affirmatively determined she is independent under NYSE criteria.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UDR, Inc. (NYSE: UDR) | Director; Vice Chairman | Director for 23 years; Vice Chair 2010–2018; served until May 2019 | Long-tenured REIT governance; leadership as vice chair |
| Columbia Business School | Earle W. Kazis and Benjamin Schore Professor Emerita; Founding Director | Taught >20 years | Founded Paul Milstein Center and MBA Real Estate Program |
| University of Pennsylvania | Faculty (School of Design – City Planning; Wharton – Real Estate) | Not disclosed | Academic leadership in real estate and planning |
| MIT (Urban Studies & Planning) | Faculty appointment | Not disclosed | Urban planning expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Skyscraper Museum | Board member; Vice Chair | Not disclosed | Civic leadership in urban/real estate culture |
| NYC Trust for Cultural Resources | Board member; Audit Committee Chair | Not disclosed | Audit oversight (chair) |
| Morgan Stanley PRIME Fund | Advisory Board Member | 2017–2022 | Capital markets advisory experience |
Board Governance
- Committee assignments: Audit (Chair), Compensation, Corporate Governance; Audit Committee currently includes Cotton, Lynch, and Sagalyn (chair). All audit members meet NYSE and Rule 10A‑3 independence; Cotton is the audit committee financial expert.
- Meetings and attendance: In 2024, Board held 8 meetings; Audit 4; Compensation 4; Corporate Governance 2; Investment Risk Management 6. Each incumbent director attended ≥75% of combined board/committee meetings during their service period.
- Lead Independent Director: Leonard W. Cotton serves as Lead Independent Director.
- Executive sessions: Non-management directors periodically hold executive sessions without management present, consistent with NYSE requirements.
- Auditor oversight: Deloitte has served as independent auditor since 2013; the audit partner rotates at least every five years, with the audit committee and chair directly involved in lead partner selection.
- Say-on-pay support: Approximately 95% approval at the 2024 annual meeting for executive compensation.
- Audit Committee report submission: Audit Committee report submitted and signed by Lynne B. Sagalyn (Chair), Leonard W. Cotton, and Nnenna Lynch.
- Independence: The board affirmatively determined Sagalyn is independent under NYSE standards and for committee service.
Fixed Compensation
| Item (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Non-employee director cash retainer |
| Audit Committee Chair fee | $20,000 | Chair fee in cash |
| Total fees earned in cash | $115,000 | Retainer + chair fee |
| Equity grant (stock awards) | $115,000 | Aggregate grant date fair value (ASC 718) |
| Total compensation | $230,000 | Cash + equity |
Notes:
- Chair stipends: Audit chair $20,000; compensation chair $15,000; corporate governance chair $10,000; audit committee members $10,000; investment risk management members $7,500 (Sagalyn is audit chair; no compensation/corporate governance chair roles).
Performance Compensation
| Component | Grant Date | Amount/Units | Vesting | Settlement | Performance Metrics |
|---|---|---|---|---|---|
| Non-employee director annual equity award | Immediately upon 2024 annual meeting (June 21, 2024) | $115,000 (deferred stock units or restricted stock) | Vests in full on the date of the next annual meeting | Settled upon “separation from service” | None disclosed; time-based vesting only |
| Unvested DSUs/RS stock outstanding (as of 12/31/2024) | — | 6,378 units | Vests at 2025 annual meeting | — | Time-based vesting |
Other Directorships & Interlocks
| Company | Current Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| UDR, Inc. (NYSE: UDR) | Former Director; Former Vice Chair | Not disclosed | Prior public REIT directorship (service ended May 2019) |
- Compensation Committee interlocks: BXMT’s Compensation Committee (Cotton, Nassau, Perez‑Alvarado, Sagalyn) reported no Item 404 relationships and no insider participation requiring disclosure.
Expertise & Qualifications
- Board skills matrix indicates Sagalyn brings Real Estate, Strategic, Investment, Financial/Banking, Corporate Governance/Regulatory, and Diversity & Inclusion expertise.
- BXMT’s biography emphasizes her prominent academic positions and tenure on a public REIT board; qualifications cited for audit oversight and real estate/finance acumen.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notable Details |
|---|---|---|---|
| Lynne B. Sagalyn | 144,714 | <1% | Includes 127,177 shares obtainable upon conversion of vested stock units; as of 4/14/2025, BXMT had 171,579,492 shares outstanding. |
| Ownership policy (non-employee directors) | — | — | Must own ≥5x annual cash retainer within 5 years; all non-employee directors are compliant. |
- Pledging/hedging: No pledging or hedging disclosures for Sagalyn in the proxy. (Not disclosed)
- Vested vs. unvested: 127,177 vested stock units (obtainable); 6,378 unvested DSUs/RS outstanding at 12/31/2024 (vest at next annual meeting).
Governance Assessment
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Strengths:
- Independent, long-tenured director with deep real estate and finance expertise; chairs Audit Committee and participates in key committees (Compensation, Corporate Governance).
- Robust audit oversight (Deloitte tenure, partner rotation; committee/Chair involvement in lead partner selection); formal audit committee report signed by Sagalyn.
- Structured director compensation with significant equity component and ownership policy requiring ≥5x cash retainer, with reported compliance—supports alignment.
- Strong shareholder support on say‑on‑pay (95% in 2024), indicating broader investor confidence in governance and compensation practices.
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Potential conflicts and mitigants:
- External management by BXMT Advisors L.L.C., a Blackstone subsidiary, inherently raises related‑party considerations; Audit Committee (chaired by Sagalyn) is required to review material related person transactions involving the Manager/affiliates quarterly under a written policy consistent with NYSE standards.
- Compensation Committee reported no Item 404 relationships among members (including Sagalyn), reducing interlock risk.
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Attendance and engagement:
- Board and committee meeting cadence in 2024 was significant (Board 8; Audit 4; Compensation 4; Corporate Governance 2; Investment Risk 6), and each incumbent director met the ≥75% attendance threshold, supporting baseline engagement.
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Overall signal:
- Sagalyn’s audit leadership, independence determination, and compliance with ownership guidelines are positive for investor confidence; ongoing vigilance over related‑party transactions with the Manager remains a critical focus area for the Audit Committee.