Pat Augustine
About Pat Augustine
Independent director of Franklin BSP Realty Trust (FBRT) since 2021; age 62 in the 2025 proxy. Background spans structured products and mortgage-backed securities trading at Salomon Brothers, leadership in structured products at NationsBank/Bank of America and Swiss Re Asset Management, and entrepreneurship building and selling Planet Fitness franchises through Meridian Enterprises. Serves on FBRT’s Compensation and Nominating & Corporate Governance Committees; the Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meridian Enterprises | Founder; built, owned, and operated Planet Fitness franchises; later sold to PE | 2011–Present | Entrepreneurial operator in consumer services; real estate exposure |
| Swiss Re Insurance Asset Management | Head of Structured Product and Credit Portfolio Management | 2009–2011 | Led structured product and credit portfolio functions |
| NationsBank (predecessor to Bank of America) | Head of sales, trading, and research for structured products | 1996–2007 | Led structured product trading and research |
| Salomon Brothers | Mortgage‑backed securities trader | 1985–1996 | MBS trading experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capstead Mortgage Corporation | Director (prior) | Not disclosed | Prior public company board; no current public company boards disclosed |
Board Governance
- Independence: Board affirmed Augustine is independent for Board and committee service under NYSE rules .
- Committee assignments: Member—Compensation; Nominating & Corporate Governance. Chairs are Jamie Handwerker (Compensation) and Peter J. McDonough (Nominating & Corporate Governance); Augustine is not a chair .
- Committee activity: FY’24 meetings—Compensation: 5; Nominating & Corporate Governance: 4 .
- Board activity & attendance: Board held 5 meetings in FY’24; each director attended at least 75% of Board and applicable committee meetings. Four of seven directors attended the 2024 annual stockholders’ meeting .
- Executive sessions: Independent director‑only executive sessions occur at every regular Board meeting; Lead Independent Director (Elizabeth Tuppeny) chairs these sessions .
- Ownership guidelines: Non‑management directors must own ≥3× prior year base cash retainer within five years; all non‑management directors were compliant or on track as of 12/31/2024 .
- Conflicts oversight: Nominating & Corporate Governance Committee reviews, negotiates, and approves related‑party transactions; quarterly oversight of Advisor fees/expense allocations; independent directors determined Advisor relationships in 2024 were fair and approved per policy .
- Hedging/pledging: Prohibited for directors; pledging only with Audit Committee pre‑approval .
- Legal/ESG posture: No political contributions in FY’24; no material legal or regulatory proceedings disclosed; ESG oversight by Nominating & Corporate Governance Committee .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees (Annual + Committees) | $130,000 | $130,000 |
| Stock Awards (Restricted Shares) | $85,000 | $110,000 |
| Total Director Compensation | $215,000 | $240,000 |
Program terms (non‑management directors):
- Annual cash retainer: $110,000; committee chair fee $20,000; committee member fee $10,000; Lead Independent Director supplemental fee $30,000 .
- Annual equity: $110,000 restricted shares (raised from $85,000 in 2023) vest on earlier of one‑year anniversary or next annual meeting; in 2024 an additional $25,000 supplemental grant was issued alongside the annual grant given the increase in the equity retainer .
Performance Compensation
- Director pay is not performance‑based; equity grants are time‑vested restricted shares and no specific performance metrics (TSR, revenue, EBITDA, ESG, etc.) are tied to director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Augustine |
| Prior public boards | Capstead Mortgage Corporation |
| Interlocks/conflicts | None disclosed; Board affirms independence and manages conflicts through committee oversight |
Expertise & Qualifications
- Real estate and structured finance: Extensive MBS/structured product experience (Salomon, NationsBank/BoA, Swiss Re) and operational real estate exposure via franchise development .
- Governance and compensation oversight: Active roles on Compensation and Nominating & Corporate Governance Committees .
- Prior REIT board experience (Capstead): Relevant to mortgage REIT governance and risk .
Equity Ownership
| Ownership Metric | 2024 (as of 4/1/2024) | 2025 (as of 4/1/2025) |
|---|---|---|
| Beneficially owned common shares | 17,350 | 26,191 |
| Percent of class | * (<1%) | * (<1%) |
| Unvested restricted shares | 6,208 (vest 5/29/2024) | 8,841 (vest 5/28/2025) |
Alignment safeguards:
- Stock ownership guidelines for directors (≥3× base cash retainer within five years); Augustine covered by this policy and directors were compliant or on track as of 12/31/2024 .
- Hedging/pledging prohibited absent Audit Committee pre‑approval .
Governance Assessment
- Committee effectiveness: Service on both Compensation and Nominating & Corporate Governance places Augustine at the center of CEO/NEO equity awards administration and related‑party/conflict oversight—critical levers in externally‑managed REITs. FY’24 committee activity (Comp: 5; Nominating: 4) indicates regular cadence supporting oversight .
- Independence and attendance: Independence affirmed; attendance threshold met (≥75%) across Board/committees in 2024; Board held 5 meetings, with independent executive sessions each regular meeting, supporting robust oversight culture .
- Pay structure and alignment: Director pay mix remains balanced with modest cash plus time‑vested equity; equity retainer increased from $85k to $110k in 2024, implemented via annual plus supplemental grant; stock ownership guidelines further align interests .
- Conflicts management: Strong formal processes in Nominating & Corporate Governance Committee for reviewing related‑party transactions and Advisor fees; 2024 Advisor relationships deemed fair and approved per policy—mitigating externally‑managed model risk .
- Investor confidence signals: Board continues to propose eliminating supermajority voting requirements (governance enhancement); say‑on‑pay support improved to ~85% in 2024 following deeper disclosures on external management structure .
RED FLAGS
- None disclosed regarding Augustine: no related‑party transactions, pledging/hedging, or attendance shortfalls individually identifiable from the proxy; company disclosed no material legal or regulatory proceedings in FY’24 .