Buford H. Ortale
About Buford H. Ortale
Independent Director at Franklin BSP Realty Trust (FBRT) since 2016; age 63 as of the 2025 proxy. He chairs the Audit Committee and sits on the Compensation and Nominating & Corporate Governance Committees. He is designated an “audit committee financial expert,” and is affirmatively determined to be independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch Merchant Banking Group | Vice President | 1987–1991 | High-yield/merchant banking experience applicable to audit/risk oversight . |
| NationsBanc (Bank of America) | Founder & Managing Director, High Yield Bond Group | 1993–1996 | Fixed income leadership; relevant to financial reporting and controls . |
| Sewanee Ventures | Founder & Manager | 1996–Present | Private investment vehicle; experience in venture capital, real estate, LBOs, private debt . |
| Armour Capital Management, LP | Partner | 2010–Present | External manager of a residential mortgage REIT; credit/investment management expertise . |
| NTR (private equity, energy) | Partner | 2018–Present | Energy-focused PE; adds risk/ESG perspective for governance . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Armour Capital Management, LP | Partner | Private (external REIT manager) | External manager of a residential mortgage REIT (size disclosed in proxy narrative) . |
| NTR | Partner | Private | Energy-focused private equity firm . |
| Sewanee Ventures | Founder & Manager | Private | Private investment vehicle (real estate, VC, PE) . |
| ASAP (formerly Waitr Holdings, Inc.) | Director (Prior) | Public (prior) | Listed as previous public company board; no current public board disclosed . |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Audit Committee financial expert designation (SEC Item 407(d)(5)); all Audit members independent .
- Independence: Board affirmatively determined Ortale is independent under NYSE listing standards and for committee service; no familial relationships disclosed .
- Attendance: Board held 5 meetings in FY’24; each director attended at least 75% of Board and applicable committee meetings; 4 of 7 directors attended the 2024 annual meeting .
- Committee meeting cadence:
- Audit: 5 meetings in FY’24; 6 in FY’23 .
- Compensation: 5 meetings in FY’24; 9 in FY’23 .
- Nominating & Corporate Governance: 4 meetings in FY’24; 5 in FY’23 .
- Lead Independent Director: Elizabeth K. Tuppeny .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Director Cash Retainer | $110,000 | $110,000 |
| Committee Chair Fee (Audit) | $20,000 | $20,000 |
| Committee Membership Fees (Comp, Nominating) | $10,000 each (2 committees = $20,000) | $10,000 each (2 committees = $20,000) |
| Total Cash Paid (reported) | $150,000 | $150,000 |
Performance Compensation
| Equity Award Detail | FY 2023 | FY 2024 |
|---|---|---|
| Annual Equity Grant – Grant Date Fair Value | $85,000 | $85,000 (grant date: May 31, 2024) |
| Per-Share Price (Annual Grant) | $13.69 | $12.47 |
| Supplemental Equity Grant – Fair Value | — | $25,000 (grant date: Aug 7, 2024) |
| Per-Share Price (Supplemental) | — | $12.34 |
| Vesting Terms | Vests on anniversary of grant date | Vests on earlier of anniversary of grant date or next annual meeting |
| Unvested Restricted Shares Held at Year-End | 6,208 (as of 12/31/2023) | 8,841 (as of 12/31/2024) |
| Scheduled Vest Date for 2024 Unvested Shares | — | May 28, 2025 |
Notes:
- Directors receive time-based restricted stock; no performance conditions, options, or bonus metrics disclosed for non-management director compensation .
- Equity retainer increased from $85,000 (2023) to $110,000 (2024), implemented via an annual grant and a supplemental grant in August 2024 .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict Note |
|---|---|---|---|
| ASAP (formerly Waitr Holdings, Inc.) | Director | Prior | Prior public board; no current interlock at FBRT disclosed . |
| Armour Capital Management, LP | Partner | Current | External manager to a residential mortgage REIT; no FBRT transactions with Armour disclosed . |
| NTR | Partner | Current | Energy PE; no FBRT related-party transactions disclosed . |
Expertise & Qualifications
- Extensive investing experience in venture-backed startups, LBOs, real estate development/acquisitions, and private debt; private equity and banking background .
- Audit committee financial expert, supporting oversight of financial reporting, internal controls, and risk management, including cybersecurity .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Components/Notes |
|---|---|---|---|
| Buford H. Ortale | 40,815 | * (less than 1%) | Includes 8,841 unvested restricted shares scheduled to vest on May 28, 2025 . |
| Sewanee Vero LLC (family trust; spouse trustee) | 3,000 (included above) | — | Indirect beneficial ownership . |
| Ortale Family Foundation | 10,000 (included above) | — | Indirect beneficial ownership . |
| Shares Outstanding (for context) | 83,637,434 (as of Apr 1, 2025) | — | Basis for percent-of-class . |
Stock ownership guidelines:
- Non-management directors expected to own at least 3x the annual base cash retainer; compliance within five years of appointment (or three years after an increase). As of Dec 31, 2024, all non-management directors were compliant or on track .
Hedging/Pledging policy:
- Directors are prohibited from hedging and short selling and may not pledge company securities or hold them in margin accounts unless pre-approved by the Audit Committee; no pledging by Ortale disclosed .
Governance Assessment
- Independence and financial expertise: Strong signals—Audit Chair, SEC-designated audit committee financial expert, and independence under NYSE standards .
- Engagement: Committee workload with Audit, Compensation, and Nominating; Board and committee meeting participation at least 75% in FY’24; Audit met 5 times in FY’24 .
- Alignment through equity: Annual time-based restricted stock; equity retainer increased in 2024, with unvested RSs vesting at the next annual meeting—keeps directors exposed to stock performance over the service year .
- Related-party risk oversight: Nominating & Corporate Governance Committee reviews/approves related party transactions and conflicts, with independent directors determining 2024 Advisor-related transactions were fair and policy-compliant .
- RED FLAGS: None disclosed specific to Ortale. Indirect holdings via family trust and foundation are transparent; no pledging/hedging disclosed; no director-attendance shortfalls disclosed .