Barry Ridings

About Barry Ridings

Barry W. Ridings, age 73, is an independent director of Safehold Inc. and has served on the Board since 2011. He retired as a Senior Advisor at Lazard Frères & Co. LLC on December 31, 2022, after more than 20 years at the firm including serving as Vice Chairman of U.S. Investment Banking, with 35+ years of experience in equity/debt offerings, M&A and corporate restructurings; he holds a B.A. in Religion from Colgate University and an M.B.A. in Finance from Cornell University . The Board has determined that Mr. Ridings is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Compensation Committee Chair; Audit Committee member; Nominating & Corporate Governance Committee member . The Audit Committee met 6x, Compensation 5x, and Nominating & Corporate Governance 4x in 2024 .
• Audit Committee financial expert: The Board determined all Audit Committee members (including Mr. Ridings) are “audit committee financial experts,” are financially literate, and meet SEC/NYSE independence requirements .
• Independence and attendance: Board determined Mr. Ridings is independent under NYSE standards . The Board met 8 times in 2024; all directors attended at least 75% of Board/committee meetings and all six directors attended the 2024 annual meeting .
• Executive sessions: Directors meet in executive session at least quarterly without management; the Audit Committee also meets in executive session at least quarterly with auditors .
• Leadership structure and oversight: Combined Chair/CEO with a Lead Independent Director (currently Stefan Selig) who sets agendas, presides over executive sessions, and liaises with shareholders; committees are composed entirely of independent directors .
• Majority vote/resignation policy: Incumbent directors failing to receive a majority of votes must tender a resignation for Board consideration .
• ESG and cybersecurity oversight: The Audit Committee oversees ESG programs and cybersecurity; the Board receives regular risk reports .

Fixed Compensation

• Program structure (non-employee directors):

  • Annual cash retainer: $100,000
  • Annual RSU grant: $135,000 (grants sized using the 20-day average NYSE closing price before the annual meeting)
  • Committee Chair fees: Audit $40,000; Compensation $40,000; Nominating & Corporate Governance $16,000; Investment $16,000
  • Committee member fees: Audit $15,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Investment $10,000
  • Lead Independent Director additional equity: $75,000
  • No meeting fees; compensation is cash and equity retainers only

• 2024 actual director compensation (Barry W. Ridings): | Component | 2024 Amount ($) | |---|---| | Fees Earned or Paid in Cash | 165,000 | | Stock Awards (grant-date fair value) | 147,330 (RSUs) | | All Other Compensation | 1,802 (matching gifts/dividend CSE credits) | | Total | 314,132 |

• Composition of 2024 cash fees for Mr. Ridings aligns with roles: $100,000 base + $40,000 Compensation Chair + $15,000 Audit member + $10,000 Nominating member = $165,000 .

Performance Compensation

• Structure: Directors receive time-based RSUs; no stock options; no performance-based metrics apply to director pay; directors do not receive meeting fees .
• Vesting: 2024 director RSUs vest in May 2025, subject to continued service .
• Deferral and dividends: Directors can elect Common Stock Equivalents (CSEs); dividend equivalents credited in CSEs (e.g., additional CSEs credited on dividend dates) .

Other Directorships & Interlocks

• Current/Recent public and private roles listed above; no Compensation Committee interlocks: During 2024, Ridings (Chair), Nydick, and Selig served on the Compensation Committee; none were company executive officers (Nydick last served as an officer in 2009), and no reciprocal interlocks are disclosed .

Expertise & Qualifications

• Financial expertise: Audit Committee financial expert designation, with deep experience in capital markets, restructuring, and M&A .
• Education: B.A. Colgate University; M.B.A. Cornell University (Finance) .
• Board qualifications cited in nomination: Extensive investment banking, restructuring, M&A, and capital markets expertise .

Equity Ownership

• Beneficial ownership (as of March 21, 2025): 52,208 shares; less than 1% of shares outstanding (71,785,934 outstanding) .
• Breakdown and form of ownership:
  • Common shares owned directly: 34,276
  • RSUs vesting within 60 days: 7,090
  • Common Stock Equivalents (CSEs) fully vested: 2,627
  • Shares owned indirectly via trust: 8,215
• Director equity balances (as of Dec 31, 2024): RSUs outstanding 7,090; CSEs previously credited 2,599 (aggregate balances table) .
• Ownership policies:
  • Stock ownership guideline for non-employee directors: 5x annual cash retainer (five-year compliance window); all non-employee directors are currently in compliance .
  • Hedging/pledging prohibited (no hedging; pledging prohibited absent prior approval) .

Governance Assessment

• Strengths and positive signals:

  • Independence and roles: Independent director; chairs Compensation Committee; serves on Audit and Nominating, supporting robust oversight of pay, financial reporting, and governance .
  • Financial oversight: Audit Committee financial expert designation; Audit, Compensation, and Nominating committees comprised entirely of independent directors .
  • Attendance and engagement: Board met 8x in 2024 with all directors ≥75% attendance and full attendance at the 2024 annual meeting; executive sessions held at least quarterly .
  • Shareholder-aligned policies: Majority vote/resignation policy; no poison pill; opt-out from Maryland Unsolicited Takeover Act without shareholder approval; ownership, anti-hedging/pledging, and clawback frameworks (clawback applies to executive officers) .
  • Director pay design: Balanced cash/equity retainer; no meeting fees; time-based RSUs promote alignment without encouraging risk-taking .

• Watch items (board-level, not specific to Ridings):

  • Complex related-party ecosystem (SpinCo management agreement and loans; JV/fund arrangements with significant shareholders’ affiliates), raising governance complexity that merits continued Board oversight; the proxy’s related-party section does not identify any transaction involving Mr. Ridings personally .
  • Say-on-Pay support was ~71% in 2024 (for FY2023 pay) due to one-time merger-related items; while management characterizes them as non-recurring, the Board (and Compensation Committee chaired by Ridings) should continue engagement to sustain/raise support .

• No disclosed red flags specific to Mr. Ridings:

  • No related-party transactions involving Mr. Ridings are identified in the proxy’s “Certain Relationships and Related Party Transactions” section –.
  • Prohibitions on hedging/pledging apply, and no pledging by Mr. Ridings is disclosed .
  • Compensation Committee interlocks not present .