Michael Nash
About Michael B. Nash
Michael B. Nash, age 64, has served as a director of Blackstone Mortgage Trust (BXMT) since 2012 and was Executive Chair from 2012 until February 2024. He retired from Blackstone in December 2023; he co‑founded and chaired Blackstone Real Estate Debt Strategies (BREDS) and chaired BAAM’s Strategic Capital Group; he holds a B.S. in Accounting (SUNY Albany) and an M.B.A. in Finance (NYU Stern) . The board classifies Mr. Nash as a non‑independent director (one of three non‑independent directors with Blackstone leadership backgrounds) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone (BREDS) | Senior Managing Director; Co‑founder and Chairman of BREDS; Member, Blackstone Real Estate Investment Committee; Member, BXMT Manager’s Investment Committee | Through Dec 2023 (retired) | Co‑founded BREDS; leadership and investment oversight . |
| Blackstone Alternative Asset Management (BAAM) | Chairman, Strategic Capital Group | Through Dec 2023 | Focused on acquiring minority stakes in alternative managers . |
| Merrill Lynch | Led Real Estate Principal Investment Group — Americas | 1997–2007 | Principal investment leadership in real estate . |
| Barclays; Bank of Nova Scotia; Deloitte Haskins & Sells | Various prior roles | n/a | Early career finance/accounting roles . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hudson Pacific Properties, Inc. (NYSE: HPP) | Director | Rejoined Dec 2023; prior service Apr 2015–Mar 2019 | Current public company directorship . |
| La Quinta Holdings Inc. (NYSE: LQ) | Director | Until Jun 2015 | Former public company directorship . |
| Landmark Apartment Trust of America, Inc. | Director | Until Jan 2016 | Former public company directorship . |
Board Governance
- Independence status: Non‑independent under NYSE standards; BXMT highlights Nash as one of three non‑independent directors given Blackstone leadership ties .
- Committee assignments: None; all four standing committees (Audit, Compensation, Corporate Governance, Investment Risk Management) are composed solely of independent directors .
- Attendance and engagement: The board met 8 times in 2024; each incumbent director attended at least 75% of the combined board/committee meetings for which they served. Five directors attended the 2024 annual meeting (individual attendance not specified) .
- Years of service: Director since 2012 .
- Board structure: Separate Chair and CEO; Lead Independent Director (Leonard W. Cotton) in place; independent-only committees; a dedicated Investment Risk Management Committee oversees affiliate/large transactions under the investment guidelines .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non‑employee director cash retainer . |
| Committee fees | $0 | No committee service in 2024 . |
| Total cash | $95,000 | As reported for Mr. Nash . |
Performance Compensation (Equity and Vesting)
| Component | 2024 Grant/Value | Vesting/Details |
|---|---|---|
| Annual equity (DSUs or restricted stock) | $169,358 | Mr. Nash’s 2024 director stock compensation exceeded the standard $115,000 due to 3,014 shares that vested immediately on June 21, 2024 to cover service Jan 1–Jun 21, 2024, plus the standard grant; typical annual grants vest in full at the next annual meeting and settle at separation . |
| Unvested units outstanding (12/31/2024) | 6,378 units/shares | Vest in full on the date of the 2025 annual meeting; settlement upon “separation from service” . |
No performance metrics apply to non‑employee director equity; awards are time‑based to align interests with shareholders .
Other Directorships & Interlocks
- Current public board: Hudson Pacific Properties (HPP). BXMT is a mortgage REIT focused on CRE credit; HPP is an equity REIT owning real estate. The proxy discloses no related‑party transactions involving Mr. Nash personally with HPP, La Quinta or Landmark; no committee roles at these companies are disclosed in BXMT’s proxy .
- No other public company interlocks disclosed for Mr. Nash in the 2025 proxy .
Expertise & Qualifications
- Skillset: Real estate, operations, risk management, strategy, investments, financial/banking (board skills matrix marks Nash across these domains) .
- Credentials: Co‑founder and former Global Chairman of BREDS; extensive real estate principal investing background; Accounting B.S. (SUNY Albany) and Finance M.B.A. (NYU Stern) .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (4/14/2025) | 545,847 shares | As reported in Security Ownership table . |
| Shares outstanding (4/14/2025) | 171,579,492 | For ownership base calculation . |
| Ownership as % of outstanding | ~0.32% (545,847 / 171,579,492) | Calculated from disclosed figures . |
| Director ownership policy | 5x annual cash retainer within 5 years; all non‑employee directors in compliance | Applies to Mr. Nash as a non‑employee director . |
| Pledging/hedging | Hedging, short sales, margin trading prohibited under BXMT policy; pledging not explicitly referenced in proxy | Trading policy prohibitions summarized in proxy . |
Related-Party Exposure and Conflicts
- External management by a Blackstone affiliate: Manager receives base management fee equal to the greater of $250,000/year or 1.50% of Equity and potential incentive fees; $82.6 million management and incentive fees paid in 2024; $17.2 million accrued management fees as of 3/31/2025 .
- Blackstone influence: Blackstone (and affiliates) beneficially owns ~5.01% of BXMT; has rights to designate two directors while holdings exceed 250,000 shares; consent rights on board size above nine .
- Affiliate transactions: Services by Blackstone‑affiliated entities (e.g., BTIG brokerage, Blackstone Securities Partners in financings, captive insurance via Gryphon, title services via LNLS, internal audit), with costs disclosed; engagements represented as on market‑equivalent terms .
- Governance mitigants: Investment Risk Management Committee (independent‑only) supervises compliance with investment guidelines and approves large/affiliate‑involved investments (>$350m; affiliate deals ≥$175m unless pari passu) .
- Mr. Nash’s status: Non‑independent due to Blackstone ties (retired Dec 2023; former BREDS chair). He holds no committee roles, consistent with committees being independent‑only .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay approval: ~95% support at the 2024 annual meeting .
- Shareholder engagement: Company reports regular engagement and no material governance concerns expressed to date (as disclosed) .
Governance Assessment
-
Positives:
- Deep domain expertise in real estate credit and principal investing; long tenured director with strategic context for BXMT’s externally managed model .
- Equity‑heavy director compensation and stock ownership policy (5x retainer) support alignment; Mr. Nash reported 545,847 shares beneficially owned as of April 14, 2025 .
- Independent‑only committees and a dedicated Investment Risk Management Committee provide structural checks on affiliate transactions .
-
Risk indicators and RED FLAGS:
- Non‑independent director with extensive Blackstone affiliation in an externally managed structure; concentration of related‑party fees ($82.6m in 2024) and Blackstone designation/consent rights increase perceived conflict risk .
- Multiple affiliate transactions (BTIG, BSP, LNLS, Gryphon) create recurring related‑party touchpoints; while stated as market‑equivalent, they warrant continued oversight by independent committees .
- No committee assignments for Nash limits direct involvement in independent oversight forums (Audit, Compensation, Corporate Governance, Investment Risk Management) .
Overall, Nash brings significant real estate investment acumen and sizable personal ownership, but his non‑independent status and the breadth of Blackstone‑related arrangements necessitate strong, active oversight by the independent board committees and the Lead Independent Director to maintain investor confidence .