Stephen D. Plavin
About Stephen D. Plavin
Independent director at Omega Healthcare Investors, Inc. (OHI) since 2000; age 65. Senior Managing Director at Blackstone Group since December 2012, currently overseeing Blackstone’s commercial real estate lending and debt investing activities in Europe. Previously CEO and Director of Blackstone Mortgage Trust (NYSE: BXMT) through June 2021; earlier CEO/COO roles at Capital Trust and 14 years in real estate finance at Chase Manhattan/Chase Securities, becoming co-head of global real estate in 1997. Independence affirmed by OHI’s Board; all directors other than the CEO meet NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Group | Senior Managing Director; oversees commercial real estate lending and debt investing in Europe | 2012–present | Global real estate credit oversight |
| Blackstone Mortgage Trust (NYSE: BXMT) | Chief Executive Officer and Director | 2013–2021 | Led mortgage REIT operation under Blackstone management |
| Capital Trust, Inc. (predecessor of BXMT) | Chief Executive Officer; previously Chief Operating Officer | CEO 2009; COO 1998–2009 | Responsible for lending, investing, portfolio management |
| Chase Manhattan Bank / Chase Securities | Co-head global real estate; various roles in real estate finance | ~1983–1997 (14 years; co-head in 1997) | Led global real estate finance practice |
| WCI Communities, Inc. (NYSE: WCIC) | Non-executive Chairman of the Board | 2009–2017 (sold to Lennar in 2017) | Board leadership at homebuilder |
External Roles
| Company | Ticker | Role | Tenure |
|---|---|---|---|
| Capital Trust, Inc. | NYSE: CT | Director/CEO | 2009–2013 |
| Blackstone Mortgage Trust | NYSE: BXMT | Director/CEO | 2013–2021 |
| WCI Communities, Inc. | NYSE: WCIC | Non-executive Chairman | 2013–2017 |
Board Governance
- Committee assignments: Member of Compensation Committee during 2024; committee met 4 times in 2024 .
- Attendance: Board held 6 meetings in 2024; each director attended >75% of Board and applicable committee meetings .
- Independence: Board states 7/8 directors (all except CEO) meet NYSE independence; committee members meet NYSE independence standards .
- Anti-hedging/pledging: Company prohibits hedging and pledging; all directors/officers compliant as of April 9, 2025 .
- Stock ownership guidelines: Non-employee directors required to hold shares equal to ≥5x annual cash retainer within five years of appointment .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 (2024) | Payable quarterly; directors can elect equity or defer |
| Annual equity grant | $150,000 (2024) | Restricted stock, Profits Interest Units, or deferred RSUs; one-year vesting to next annual meeting |
| Committee fees (Chair/Member) | Audit: $30,000/$12,500; Compensation: $20,000/$9,000; Nominating: $25,000/$7,500; Investment: $20,000/$7,500 | Paid annually |
| Board Chair fee | $120,000 (50% added to equity grant) | Applies to independent Chair (not Plavin) |
| Meeting fees | $1,500 per meeting above thresholds (Board 10; Audit 6; Comp 6; Nominating 5; Investment 5) | Paid for meetings in excess |
| 2025 program changes | Cash retainer ↑ to $82,500; equity grant ↑ to $165,000; Comp & Investment Chair fees ↑ to $25,000 | Effective at 2025 Annual Meeting |
| 2024 Non-Employee Director Compensation (Plavin) | Amount ($) | Details |
|---|---|---|
| Fees earned or paid in cash | 116,503 | Elected to defer his cash compensation |
| Stock awards (fair value) | 149,997 | Grant date 6/7/2024; 4,641 shares/units awarded; includes PIUs/deferred RSUs |
| Options | — | Not granted |
| Total | 266,500 | Sum of cash and stock grants |
Other Directorships & Interlocks
- Compensation Committee interlocks: None disclosed; members (including Plavin) were independent and had no relationships requiring Item 404 disclosure in 2024. No reciprocal executive board relationships involving OHI executives are disclosed .
- Related party transactions: OHI policy requires approval by disinterested directors for any transaction involving directors/officers; Board noted no material business relationships with directors (other than CEO) that would preclude independence .
Expertise & Qualifications
- Commercial real estate lending and mortgage REIT leadership; capital markets transactions; prior public company CEO and significant oversight experience. Background in banking and global real estate finance (Chase) .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Number) | Other Common Stock Equivalents | Percent of Class (incl. equivalents) |
|---|---|---|---|
| Stephen D. Plavin | 94,753 (includes 34,306 via LLC of which he is manager) | 18,791 deferred stock units; no unvested units reported; no vested profits interest units within 60 days | Less than 0.10% |
- Shares pledged/hedged: Prohibited; all directors/officers compliant as of April 9, 2025 .
- Ownership guidelines: ≥5x annual cash retainer required for directors; company provides ownership multiples tracking as of April 9, 2025 (not individually disclosed in proxy) .
Governance Assessment
- Strengths: Long OHI board tenure with deep real estate credit expertise; independent status; Compensation Committee service indicates active governance; attendance >75%; robust anti-hedging/pledging and related-party approval policies; director ownership guideline in place .
- Compensation alignment: Mix of cash retainer, committee fees, and one-year time-based equity; option to take retainer in equity or defer supports alignment without excessive risk-taking; program refreshed upward modestly for 2025 based on peer benchmarking .
- Conflicts risk: Current role at Blackstone entails industry adjacency; however, OHI reports no Item 404 related-party transactions and affirms independence; policy requires disinterested approval for any director-involved transactions .
- RED FLAGS: None disclosed regarding hedging/pledging, low attendance, or related-party transactions. No director-specific controversies reported in the proxy .