Brett Asnas
About Brett Asnas
Brett Asnas, age 41, is Safehold Inc.’s Chief Financial Officer (CFO) and principal accounting officer, promoted to CFO in February 2022 after serving as Executive Vice President and Head of Capital Markets since 2018; he joined the company in 2008. He oversees capital markets, investor relations, treasury, finance, accounting, tax, strategy, IT, and ESG; prior roles include Fortress Investment Group (real estate PE), Nomura Securities (real estate investment banking), and Ernst & Young (structured finance advisory). In 2024, company TSR (value of $100 initial investment) was 50.68 vs 62.44 in 2023, while reported net income was $105.8 million in 2024 vs -$55.0 million in 2023, indicating improved profitability in the year despite multi-year TSR volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Safehold Inc. | Chief Financial Officer (Principal Accounting Officer) | Feb 2022–Present | Led credit rating achievements (Fitch upgrade; S&P initial BBB+), launched new revolver and CP program, and drove G&A efficiencies . |
| Safehold Inc. | EVP & Head of Capital Markets | 2018–Feb 2022 | Built debt/equity capital markets capabilities across single asset, portfolio, and corporate transactions . |
| Safehold/iStar | Various roles | 2008–2018 | Progressively expanded finance/treasury responsibilities supporting ground lease strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortress Investment Group | Real Estate Private Equity (prior to SAFE) | n/d | PE experience across real estate investments . |
| Nomura Securities | Real Estate Investment Banking (prior to SAFE) | n/d | Capital markets execution and advisory . |
| Ernst & Young LLP | Structured Finance Advisory (prior to SAFE) | n/d | Structured finance expertise supporting complex transactions . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $450,000 | 12.5% increase in Feb 2024 recognizing past performance and expanded responsibilities . |
| Annual Incentive – Cash (AIP) | $725,000 (paid Feb 2025) | 21% of AIP paid in cash; Asnas received $725k cash and $725k equity (see Performance Compensation) . |
| All Other Compensation | $24,616 | Includes $11,500 401(k) match, $2,477 life/disability premiums, $10,639 dividends on vested units . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Metrics and Outcomes
| Metric | Weighting | Threshold | Target | High | Actual/Outcome |
|---|---|---|---|---|---|
| Ground Lease Gross Originations | 30% | $350m | $500m | $650m | $225m; Outcome 0.2 |
| Credit Rating | 25% | No change | S&P initial BBB+ or Fitch upgrade to A- | S&P BBB+ and Fitch upgrade to A- | S&P BBB+ and Fitch upgrade to A-; Outcome 3.0 |
| CARET Valuation (≥$15m sale) | 20% | $1.75B | $2.0B | $2.25B | No Sale; Outcome 0 |
| Core G&A (annualized, excl. bonus/stock/Star fee) | 15% | $37.6m | $36.1m | $34.6m | $34.6m; Outcome 3.0 |
| Employee Engagement Score | 10% | 74% | 77% | 80% | 76.5%; Outcome 1.9 |
| AIP Pool Funding | 100% | $10.2m | $13.2m | $16.2m | $13.2m funded; initially reduced from $14.7m target |
AIP Awards for 2024 (Approved and Paid Feb 2025)
| Executive | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Brett Asnas | $725,000 | $725,000 | $1,450,000 |
Committee rationale for Asnas: credit outcomes (Fitch upgrade; S&P initial BBB+), successful capital markets transactions (new revolver; CP program), G&A reduction, and leadership across IR/treasury/finance/ESG .
Long-Term Incentive Program (LTIP) – RSU Grants
| Grant Type | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-based RSUs | 02/29/2024 | 49,702 | $1,000,000 | Cliff vest at 3rd anniversary of grant (02/29/2027) |
| AIP Equity (fully vested shares) | 02/29/2024 | 37,677 | $758,061 | Fully vested at grant |
Company disclosed no stock options/SARs granted to NEOs in 2024; equity grants are not timed around MNPI .
CARET Performance Incentive Plan – Holdings and Vesting
| Instrument | Units | Vesting Condition | Vesting Date/Condition Status | Reference Value |
|---|---|---|---|---|
| Time-vesting CARET (re-vesting) | 5,000 | Re-vested 25% of previously vested units; continued employment to 03/31/2025 | 03/31/2025 (time vest) | $194.14 per unit (12/31/2024 marker) |
| Performance-based CARET | 15,000 | Stock trades at ≥$60 average for 30 consecutive trading days within 4 years | Cliff vest 03/31/2027 if condition met | $194.14 per unit (12/31/2024 marker) |
| Total CARET held (direct/indirect) | 35,000 | Mix of time- and performance-based awards | As above | As above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 103,647 shares (<1% of outstanding) |
| Shares Outstanding (Record Date) | 71,785,934 (03/21/2025) |
| Ownership Breakdown | Includes 88,620 directly owned shares and 15,027 RSUs vesting within 60 days; RSU settlements are net of shares withheld for taxes . |
| Outstanding RSUs (Unvested at 12/31/2024) | 45,078 RSUs (Mar 2023 grant, 4-year ratable vest) and 49,702 RSUs (Feb 2024 grant, 3-year cliff vest) . |
| Outstanding CARET (Unvested at 12/31/2024) | 5,000 (time vest, re-vest to 03/31/2025) and 15,000 (performance vest to 03/31/2027) . |
| Stock Ownership Guidelines | CFO and CEO direct reports: 3x base salary; compliance within 5 years of appointment; all NEOs currently in compliance . |
| Hedging/Pledging Policy | Hedging prohibited; pledging/margin accounts prohibited except with prior Board-approved guidelines . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; executives are “at-will” and may be terminated with or without cause at any time . |
| Severance Plan (company-wide) | If terminated without cause: lump-sum equal to 6 months of salary, AIP payment equal to 100% of prior year’s AIP, and 6 months employer portion of healthcare premiums (COBRA) . |
| Severance Economics – Brett Asnas (as of 12/31/2024) | Termination without cause: $1,163,061 cash payment plus $2,722,234 accelerated vesting of unvested equity and $25,197 healthcare benefits; Death/Disability: $970,700 accelerated CARET; Change-in-Control (no termination): $1,751,534 accelerated RSUs . |
| Change-in-Control Vesting | RSUs fully accelerate upon change-in-control (single-trigger for equity acceleration); if an executive leaves prior to completion, unvested RSUs terminate . |
| Clawback Policy | Company clawback for fraud/willful misconduct/violation leading to restatement/negative revision of performance measure (2-year lookback) plus NYSE-compliant executive officer clawback for accounting restatements . |
| Golden Parachute/Gross-ups | No golden parachute/golden coffin; no tax gross-ups disclosed . |
Performance & Track Record
- 2024 AIP focus tied to strategy execution (originations, credit rating outcomes, CARET valuation milestones, core G&A discipline, employee engagement). Funding set to reduced target of $13.2m, with 26% to NEOs (mix 79% stock/21% cash) and 74% to employees .
- Asnas-specific achievements cited by Compensation Committee: Fitch upgrade (A- target content achieved), S&P initial BBB+, new revolving credit facility, establishment of commercial paper program, G&A reductions, and leadership across IR/treasury/finance/ESG .
- Earnings context: Q3’25 revenues grew 6% YoY to $96.2m; GAAP net income $29.3m and EPS $0.41, with YTD revenues $287.7m and GAAP net income $86.6m .
- Multi-year pay-versus-performance: Company TSR values and net income below illustrate volatility and earnings improvement in 2024 .
Company TSR and Net Income (Pay vs Performance Table values)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 initial investment value | 182.42 | 202.71 | 74.15 | 62.44 | 50.68 |
| Net Income ($000) | 59,200 | 73,100 | 135,400 | (55,000) | 105,800 |
Compensation Governance, Peer Practices, and Shareholder Voice
- Compensation Committee: Barry Ridings (Chair), Jay Nydick, Stefan Selig; all independent; met five times in 2024 .
- Independent consultant: Pay Governance advised on competitiveness, strategy, and governance; attended committee meetings .
- 2024 Say-on-Pay support ~71%; board cites lower support due to one-time merger-related awards, accelerated RSU vesting at merger close, and iPIP termination/distributions (non-recurring) .
- Board independence and committees listed; lead independent director (Selig) oversees executive sessions and investor engagement .
Equity Compensation Plan and Insider Dynamics
- Equity plan availability: 1,055,711 shares remaining for issuance under the 2009 LTIP; 637,154 securities to be issued upon exercise/settlement (mostly RSUs/CSEs); 562,929 unvested RSUs outstanding, net-settled for taxes .
- Section 16 reporting: 2023 reporting compliance with minor corrections by certain directors; amended forms filed .
- Attempt to fetch Form 4 insider transactions via insider-trades skill failed due to authorization error; analysis relies on proxy ownership tables and RSU vesting disclosures .
Investment Implications
- Alignment: Asnas meets ownership guidelines (3x salary) and holds meaningful unvested RSUs and CARET units with multi-year/time and performance conditions, tying pay to long-term outcomes and share price hurdles; hedging prohibited and pledging tightly restricted—good alignment signals .
- Retention risk: Severance economics are moderate (6 months salary + prior-year AIP + 6 months COBRA), but equity acceleration on termination without cause (including CARET) and single-trigger RSU acceleration at change-in-control are notable; re-vesting of pre-merger CARET through 03/31/2025 increases near-term retention incentives .
- Performance linkage: 2024 AIP metrics emphasize originations, credit outcomes, G&A discipline, and engagement; despite originations shortfall (0.2 outcome), strong results in credit rating and G&A drove AIP funding and Asnas’s award split evenly between cash and stock, reflecting Board’s emphasis on liquidity, ratings strength, and operational efficiency amid sector headwinds .
- Trading signals: Immediate-vest stock awards to NEOs (including Asnas) in Feb 2025 and net-share settlement for RSUs imply potential supply from withholding but do not indicate discretionary selling; lack of current Form 4 data (fetch failed) limits near-term selling pressure assessment—monitor upcoming filings .
- Governance watchpoints: Single-trigger RSU acceleration on change-in-control is shareholder-sensitive; however, absence of golden parachutes/gross-ups and adoption of robust clawbacks mitigate risk .
Appendix: Selected References
- Senior executive bio (age, education, responsibilities):
- AIP metrics, funding, and awards:
- Fixed compensation and other comp:
- RSU and CARET grants/outstanding:
- Beneficial ownership and RSU near-term vesting:
- Ownership guidelines, hedging/pledging policy:
- Severance and change-of-control terms:
- Pay vs Performance TSR and Net Income:
- Earnings context (Q3’25 results):
- Compensation committee and consultant:
- Say-on-Pay context: