Jerome S. Baglien
About Jerome S. Baglien
Jerome S. Baglien is Chief Financial Officer (since September 2016) and Chief Operating Officer (since December 2021) of Franklin BSP Realty Trust (FBRT); age 48 per the 2025 proxy. He is Managing Director and Chief Financial Officer of Real Estate at the Advisor, with prior roles in fund finance and real estate accounting; education includes an MBA from DePaul University (Kellstadt) and a BS in Accounting from the University of Oregon . FBRT’s Compensation Committee emphasizes pay-for-performance via annual equity awards and considers financial/operational factors such as absolute and relative total shareholder return (TSR), economic return, origination volumes, and post-merger asset transition efforts; it did not apply fixed metrics or weightings for 2022–2024 grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GTIS Partners LP | Director of Fund Finance | Pre-2016 | Oversaw finance and operations for GTIS funds |
| iStar Inc. | Accounting Manager | Pre-2016 | Oversight of loans and special investments |
External Roles
No public company directorships or committee roles disclosed for Baglien .
Fixed Compensation
FBRT does not pay cash compensation (salary, cash bonus, perquisites) to Named Executive Officers (NEOs); compensation is limited to annual restricted stock units (RSUs) under the 2021 Equity Incentive Plan.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | Not paid | Not paid | Not paid |
| Target Bonus (%) | Not paid | Not paid | Not paid |
| Actual Bonus ($) | Not paid | Not paid | Not paid |
| Perquisites/Benefits | None provided | None provided | None provided |
Performance Compensation
Annual RSU grants (three-year, equal annual vesting; dividend equivalents paid on outstanding RSUs when common dividends are paid).
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant Date | 1/27/2022 | 1/27/2023 | 2/1/2024 |
| RSUs Granted (#) | 59,053 | 53,090 | 75,472 |
| Grant Date Fair Value ($) | 846,820 | 756,002 | 1,000,004 |
| Vesting Schedule | Equal annual installments over 3 years | Equal annual installments over 3 years | Equal annual installments over 3 years |
Performance determination framework (no fixed weightings; committee factors listed below).
| Metric Considered | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Absolute & Relative TSR; Economic Return | Not disclosed | Not disclosed | Not disclosed | Annual equity grant size | Three-year ratable vesting |
| Origination Volumes | Not disclosed | Not disclosed | Not disclosed | Annual equity grant size | Three-year ratable vesting |
| Post-merger asset transition execution | Not disclosed | Not disclosed | Not disclosed | Annual equity grant size | Three-year ratable vesting |
| Individual NEO performance | Not disclosed | Not disclosed | Not disclosed | Annual equity grant size | Three-year ratable vesting |
Shares vested and value realized
| Metric | 2023 | 2024 |
|---|---|---|
| Shares Vested (#) | 19,685 | 37,381 |
| Value Realized ($) | 280,314 (at $14.24 on 1/27/2023) | 502,774 (at $13.45 on 1/27/2024) |
Outstanding unvested RSUs at year-end
| Grant Date | Unvested RSUs (#) at 12/31/2024 | Market Value ($) at $12.54 |
|---|---|---|
| 2/1/2024 | 75,472 | 946,419 |
| 1/27/2023 | 35,393 | 443,828 |
| 1/27/2022 | 19,684 | 246,837 |
Equity Ownership & Alignment
- Executive Stock Ownership Guidelines: CEO must hold ≥3x average shares granted over prior three years; other executive officers (including CFO/COO) must hold ≥2x average shares granted over prior three years; compliance target is by the later of three years from policy adoption (Nov 2022) or three years from appointment .
- Hedging/Pledging Prohibited: Directors and officers may not engage in short sales, publicly traded options, hedging (e.g., collars, swaps, exchange funds), or margin loans/pledges unless pre-approved by the Audit Committee .
- Insider Trading Policy exists and is appended to the 10-K; transactions monitored by counsel .
Beneficial ownership progression (RSUs excluded from % if not acquirable within 60 days)
| Metric | As of Apr 1, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Shares Outstanding (#) | 81,990,061 | 83,637,434 |
| Baglien Shares Beneficially Owned (#) | 38,417 | 237,017 |
| Percent of Class | <1% (company disclosure) | <1% (company disclosure) |
Employment Terms
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Employer of Record: NEOs are employees of the external Advisor; FBRT does not pay cash compensation and generally has no severance obligations upon termination or change in control .
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RSU Acceleration: RSU award agreements provide vesting in the event of qualifying termination due to death or disability, and in certain circumstances in connection with a change of control; as of 12/31/2024, estimated accelerated vesting value for Baglien is $1,637,084 under death/disability and change-of-control scenarios; no termination payment otherwise . | Scenario | Termination | Death/Disability | Change of Control | |---|---:|---:|---:| | RSU Vesting Value (12/31/2024 basis) | — | 1,637,084 | 1,637,084 |
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Clawback: 2023 compensation recovery policy compliant with NYSE Section 303A.14 and Exchange Act Rule 10D-1; requires recovery of incentive-based compensation upon accounting restatement regardless of fault .
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No Excise Tax Gross-ups; No single-trigger or excessive change-of-control severance; no hedging/pledging/short selling; independent comp consultant; annual Say-on-Pay proposal .
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Retention: The Compensation Committee reviews Advisor compensation practices; as of 2024, the company reported no turnover in executive officers since the Advisor took over in 2016 .
Investment Implications
- Alignment: Pay is entirely equity-based at the company level (RSUs with 3-year ratable vesting), which aligns Baglien with long-term shareholder value while avoiding short-term cash incentives; hedging/pledging bans reinforce alignment .
- Vesting Supply: Notable vesting cadence around late January each year can create incremental sell pressure; Baglien realized value on 37,381 shares vesting in early 2024 and 19,685 in early 2023, indicating ongoing supply events tied to vesting schedules .
- Change-of-Control Economics: No cash severance obligations, but full RSU acceleration upon death/disability and in certain change-of-control circumstances creates value realization without cash outflows; monitor potential deal scenarios for step-up in realized equity value ($1.64M indicated at 12/31/2024) .
- Ownership Trend: Reported beneficial ownership rose from 38,417 (Apr 2024) to 237,017 shares (Apr 2025), suggesting increasing skin-in-the-game through vesting/acquisitions; under executive ownership policy, Baglien must maintain ≥2x average grants, and management disclosed executives were compliant or on track each year .
- External Management Model: As compensation is largely determined by the external Advisor, transparency on total pay is limited; FBRT pays Advisor fees with a performance hurdle (15% of total return over 6% hurdle), indirectly connecting executive incentives to shareholder outcomes—monitor fee structure and origination performance as leading indicators .