Nnenna Lynch
About Nnenna Lynch
Nnenna Lynch, 53, has served as an independent director of Blackstone Mortgage Trust (BXMT) since 2021. She is CEO and founder of Xylem Projects LLC (since July 2018), previously Managing Principal and Head of Development at The Georgetown Company (joined March 2014), Senior Advisor on economic development for the Bloomberg NYC mayoral administration (2008–Feb 2014), a partner at Urban Green Builders, and an analyst in fixed income derivatives at Goldman Sachs. She holds a B.A. from Villanova University (summa cum laude; Phi Beta Kappa; five NCAA track titles) and an M.S. from the University of Oxford as a Rhodes Scholar. At BXMT, she serves on the Audit, Corporate Governance, and Investment Risk Management committees. She is also a director of AvalonBay Communities, Inc. (NYSE: AVB), where she chairs the Investment & Finance Committee, and serves on additional private and non-profit boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Georgetown Company | Managing Principal & Head of Development | Mar 2014–Jul 2018 | Led real estate development initiatives (mixed-use, residential, commercial) |
| NYC Mayor’s Office (Bloomberg Administration) | Senior Advisor, Economic Development | 2008–Feb 2014 | Public policy and urban redevelopment leadership |
| Urban Green Builders LLC | Partner | Prior to 2008 | Real estate development and investment |
| Goldman Sachs | Analyst, Fixed Income Derivatives | Prior to 2008 | Finance and analytical experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvalonBay Communities, Inc. (NYSE: AVB) | Director; Chair, Investment & Finance Committee | Since May 2021 | Oversees investment and finance decisions; governance leadership |
| Stake (Private fintech) | Board Member | Not disclosed | Fintech domain oversight |
| New York Road Runners | Chair, Board of Directors | Not disclosed | Governance of major sports non-profit (NYC Marathon organizer) |
| Association of American Rhodes Scholars | Co-President | Not disclosed | Alumni leadership and engagement |
| Van Alen Institute | Board Member (through end of 2024) | Through 2024 | Focus on equitable cities via inclusive design |
| Villanova University | Trustee; Investment Committee | Through 2024 | Oversight on investment matters |
Board Governance
- Committee memberships: Audit; Corporate Governance; Investment Risk Management (IRM). Audit Committee: Lynch, Cotton, Sagalyn (Chair). Corporate Governance Committee: Nassau (Chair), Lynch, Sagalyn. IRM Committee: Cotton (Chair), Lynch, Perez‑Alvarado.
- Independence: The Board determined Lynch is independent under NYSE standards (and eligible for committee service).
- Attendance and engagement: In FY2024, the Board met 8 times; Audit 4, Compensation 4, Corporate Governance 2, IRM 6. Each incumbent director attended at least 75% of combined Board and committee meetings; five directors attended the June 21, 2024 annual meeting.
- Executive sessions: Non‑management directors periodically hold executive sessions without management present.
- Stock ownership policy: Non‑employee directors must own BXMT shares equal to 5× the annual cash retainer within 5 years; all are in compliance.
- IRM Committee mandate (conflict controls): Reviews/approves investments per guidelines, including: any investment > $350mm; any investment involving Blackstone affiliates ≥ $175mm (except pari passu at same level) — a critical guardrail for related‑party exposure.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $95,000 | Paid quarterly in arrears |
| Audit Committee member fee | $10,000 | Annual cash retainer |
| Investment Risk Management Committee member fee | $7,500 | Annual cash retainer |
| Committee chair fees | Audit Chair $20,000; Compensation Chair $15,000; Corporate Governance Chair $10,000; Lead Independent Director $30,000 | Not applicable to Lynch (not a chair at BXMT) |
| Lynch FY2024 cash fees | $112,500 | $95,000 cash retainer + $10,000 audit member + $7,500 IRM member |
Performance Compensation
| Element | Grant Date | Units/Shares | Grant Date Fair Value | Vesting | Settlement | Notes |
|---|---|---|---|---|---|---|
| Annual DSU/restricted stock award | Immediately upon 2024 annual meeting (June 21, 2024) | 6,378 (unvested at 12/31/2024) | $115,000 | Vests in full at next annual meeting | Upon “separation from service” | Lynch elected stock units; grant sized by closing price on grant date |
- No stock options are used; BXMT’s program historically does not include options, and timing policies address prohibition of grants around material non‑public information releases.
- Hedging and pledging risk controls: Directors/officers are prohibited from short sales, day trading, buying on margin, and derivatives/hedging (forwards, swaps, collars, exchange funds, options) in BXMT securities.
Other Directorships & Interlocks
| Company | Sector | Role | Committees/Interlocks |
|---|---|---|---|
| AvalonBay Communities (NYSE: AVB) | Residential REIT | Director | Chair, Investment & Finance Committee (governance interlock across REIT sector) |
| Stake (Private) | Fintech | Board Member | None disclosed |
- No related‑party transactions disclosed involving Lynch or her entities; BXMT’s policy requires Audit Committee/independent directors to review and approve any Item 404(a) related‑person transaction >$120,000.
Expertise & Qualifications
- Real estate development and investment across mixed‑use, residential, commercial, and affordable housing; sustainability and public policy perspective.
- Financial literacy affirmed for Audit Committee members; board skills tables attribute Lynch with real estate, operations, risk management, strategic, investment, financial/banking, and corporate governance/regulatory expertise.
- Academic credentials: Villanova University (summa cum laude, Phi Beta Kappa; five NCAA titles); University of Oxford (Rhodes Scholar, Master’s).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Nnenna Lynch | 18,590 | <1% (*) | Includes shares obtainable upon conversion of vested stock units |
| BXMT Shares Outstanding (as of Apr 14, 2025) | 171,579,492 | — | Basis for % calculation |
| Ownership Detail | Quantity/Status | Notes |
|---|---|---|
| Vested units (convertible) | Included in 18,590 | Convertible to class A common stock |
| Unvested DSUs (as of 12/31/2024) | 6,378 | Vest at 2025 annual meeting |
| Ownership guideline | 5× annual cash retainer within 5 years | All non‑employee directors compliant |
| Hedging/pledging | Prohibited activities listed | No pledging/hedging transactions disclosed for Lynch |
Governance Assessment
- Board effectiveness: Lynch’s multi‑committee service (Audit, Corporate Governance, IRM) embeds her in financial oversight, director nomination/governance processes, and investment risk approvals, directly impacting risk management and related‑party safeguards.
- Independence and attendance: Affirmed independent; met at least the 75% attendance threshold in FY2024 alongside other incumbents.
- Alignment and incentives: Balanced mix of cash ($112,500) and time‑vested equity ($115,000) fosters alignment without performance gaming; strict prohibitions on hedging/margin trading support shareholder‑friendly alignment.
- Ownership: Beneficial ownership of 18,590 shares (<1%) and compliance with 5× retainer guideline indicate appropriate progress toward skin‑in‑the‑game for a non‑employee director; unvested 6,378 DSUs vest at the next annual meeting.
- External roles: AVB chair role provides relevant REIT capital allocation expertise; no BXMT‑specific related‑party transactions disclosed with Lynch’s external affiliations.
- Shareholder sentiment: Say‑on‑pay support at ~95% in 2024 suggests investor confidence in overall compensation governance at BXMT (externally managed model; directors’ pay structure separated from executive cash comp).
RED FLAGS: None disclosed involving Lynch. No related‑party transactions, hedging/pledging, or attendance shortfalls reported.