Timothy Johnson

About Timothy S. Johnson

Timothy S. Johnson is Chair of the Board of Directors of Blackstone Mortgage Trust (BXMT) and Global Head of Blackstone Real Estate Debt Strategies (BREDS). He joined Blackstone in 2011, became Global Head of BREDS in 2022, and has served as a BXMT director since 2023; age 45 as of April 30, 2025 . He is non‑independent and leads BXMT’s investment strategy alongside the CEO while the CEO oversees day‑to‑day operations; BXMT separates the Chair and CEO roles and has a lead independent director structure to mitigate governance risks . Company performance context disclosed in BXMT’s Pay‑Versus‑Performance shows cumulative TSR of $78 (vs. $80 for the peer index) on a $100 base since 2019 in 2024, with 2024 net income of $(204.1) million and Distributable Earnings of $(5.5) million, framing a challenging operating year for mortgage REITs .

Past Roles

External Roles

Fixed Compensation

BXMT is externally managed; executives (including the Chair) are compensated by Blackstone affiliates, and BXMT does not pay them cash compensation. Johnson also did not receive director compensation for his board service in 2024 (similar policy applied in 2023) .

Performance Compensation

• BXMT grants time‑based equity to align interests; BXMT’s compensation committee may grant restricted stock to executives and certain directors (outside of director retainer grants). In 2024, Johnson received 49,850 shares of BXMT restricted stock (not for director service). In 2023, he received 50,000 restricted shares (also not for director service) . Vesting terms for Johnson’s awards were not disclosed in the proxy; NEO awards vest 1/6 at six months + one day, then in equal quarterly installments over 10 quarters (context only) .

• Performance metrics considered by BXMT’s comp committee in 2024 (context for company awards) included Company TSR, Net Income, and Distributable Earnings; however, BXMT indicates it does not mechanically link “compensation actually paid” under Item 402(v) to these metrics .

• Hedging/pledging: BXMT prohibits short sales, buying on margin, and derivative or hedging transactions (for directors, officers, Manager personnel), reducing misalignment risks and potential forced selling; explicit pledging prohibitions are not stated beyond margin/derivative restrictions .

Equity Ownership & Alignment

• Beneficial ownership: Johnson beneficially owned 473,101 BXMT shares as of April 14, 2025 (less than 1% of outstanding). As of April 12, 2024 he beneficially owned 366,201 shares (less than 1%) . BXMT notes he is a Blackstone employee and does not have voting or investment power over shares beneficially owned by Blackstone entities .

• Director stock ownership policy: Applies only to directors not employed by BXMT, the Manager, or affiliates; Johnson is a Blackstone employee, so this policy does not apply to him .

• Vested vs. unvested/options/pledging: Not specifically disclosed for Johnson; BXMT’s insider policy restricts margin and hedging transactions (see above) .

Employment Terms

• Employer and contracts: Johnson is employed by Blackstone; BXMT has no employment agreement with him and does not provide severance, change‑in‑control cash benefits, pension/SERP, tax gross‑ups, or perquisites to executive officers or the Chair (they are paid by the Manager/affiliates) .
• Indemnification: BXMT has indemnification agreements with each director and officer to the fullest extent permitted by Maryland law (expense advancement/indemnity, subject to conditions) .
• Management Agreement: BXMT is externally managed by an affiliate of Blackstone (Manager). The current term expires December 19, 2025 and auto‑renews annually; the Manager earns a base fee (greater of $250,000 or 1.50% of Equity) and incentive fees; BXMT reimburses certain expenses. BXMT paid $82.6 million of management and incentive fees in 2024 and had $17.2 million of accrued management fees as of March 31, 2025 .

Board Governance

• Role and independence: Johnson is non‑independent Chair; he holds no committee memberships . BXMT maintains a lead independent director (Cotton) and all committees (Audit; Compensation; Corporate Governance; Investment Risk Management) are fully independent .
• Board service history: Director since 2023; elected Chair following Mr. Nash’s retirement from Blackstone; Board separates Chair/CEO roles .
• Attendance: In 2024 the board met eight times; each incumbent director attended at least 75% of combined board/committee meetings; five directors attended the 2024 annual meeting. Non‑management directors hold periodic executive sessions .
• Director compensation: Non‑employee directors receive $95,000 cash retainer and $115,000 equity grant (plus chair/committee retainers), but Johnson and Keenan received no compensation for director service in 2024 .
• Say‑on‑pay: 2024 advisory vote approval was approximately 95% .

Director Compensation (Johnson)

Note: Separate from director compensation, Johnson received BXMT restricted stock awards of 49,850 (2024) and 50,000 (2023) shares not for director service (see Performance Compensation) .

Related‑Party and Alignment Considerations

• Blackstone and affiliates own 5.01% of BXMT (as of April 14, 2025), and the Manager held 1.21 million unvested restricted shares (aggregate grant date fair value $25.4 million) with non‑cash expense recognized by BXMT, aligning the Manager with stockholders but embedding related‑party exposure .
• BXMT engaged several Blackstone affiliates/portfolio companies for services (e.g., internal audit, brokerage via BTIG, captive insurance via Gryphon), with fees disclosed; audit committee oversees related‑party transactions under policy .

Compensation Structure Analysis (Signals)

• Shift toward equity alignment: Johnson receives BXMT restricted stock grants not tied to director retainers, reinforcing alignment with long‑term share performance; vesting terms for Johnson not disclosed (NEO awards are multi‑year time‑vested) .
• At‑risk pay concentration: With no BXMT cash comp and time‑based equity, realized value depends on stock/dividends; anti‑hedging/margin restrictions constrain de‑risking and reduce forced‑sale risk .
• Governance mitigants for dual role: Non‑independent Chair risk offset by lead independent director and all‑independent committees; Investor approval of executive comp remains high (95% in 2024) .

Equity Ownership & Award Detail (Johnson)

Employment & Contracts (Key Terms)

Investment Implications

• Alignment and overhang: Johnson’s receipt of time‑based BXMT equity (49,850 in 2024; 50,000 in 2023) adds incremental alignment but can create periodic selling windows upon vesting; actual vest schedules for his awards are undisclosed—monitor Form 4 activity for selling pressure signals .
• Governance risk managed: Dual role (Global Head of BREDS and BXMT Chair) poses independence concerns, but BXMT maintains a lead independent director and fully independent committees; separation of Chair/CEO roles and regular executive sessions add oversight .
• External management economics: Significant related‑party fee stream ($82.6 million in 2024) and Manager equity holdings tie outcomes to Blackstone’s decisions; performance incentives reference Distributable Earnings; board and committees review Manager and related‑party transactions annually .
• Performance backdrop: 2024 saw negative net income and Distributable Earnings, with TSR below peer index; comp support (95% say‑on‑pay) suggests investors accept the equity‑based alignment and oversight framework despite a tough macro year .

Overall: Expect Johnson’s influence to remain investment‑strategy focused, with equity awards reinforcing alignment but requiring vigilance around vesting‑related liquidity and related‑party dynamics given the external management model .