Jay Nydick

About Jay Nydick

Independent director; age 60. Co‑Founder and Principal of Prospect Ridge Advisors LLC since 2019; previously Co‑Head/Co‑CIO of AB Global’s Real Estate Investment Group (2009–2019) and investment banker at Goldman Sachs for 14 years. Former President of the Company (then iStar) from Nov 2004 to Sep 2009; director of Old SAFE since 2017; nominated for re‑election to SAFE’s Board at the 2025 Annual Meeting. MBA Columbia; BA Cornell (Presidential Scholar). Independent under NYSE standards.

Past Roles

External Roles

None disclosed for Mr. Nydick in the 2025 Proxy Statement.

Board Governance

• Independence: Board determined Nydick is independent under NYSE standards.
• Committee assignments (all‑independent committees):
  • Compensation Committee member.
  • Investment Committee Chair.
  • Nominating & Corporate Governance: will become Chair following Jesse Hom’s resignation effective immediately prior to the 2025 Annual Meeting.
• Board meeting cadence/attendance: Board held 8 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; six directors attended the 2024 annual meeting.
• Committee activity: Compensation (5 meetings in 2024); Nominating & Corporate Governance (4); Investment (did not meet in 2024).
• Lead Independent Director: Stefan Selig.
• Election results (2025 Annual Meeting): Nydick received 53,226,002 “For,” 3,951,649 “Withheld,” 4,053,795 broker non‑votes; elected to serve until 2026 Annual Meeting.

Fixed Compensation

Performance Compensation

• Annual equity grant: $135,000 in RSUs, sized by 20‑day average closing price prior to the annual meeting; directors may elect CSEs, but none currently elect CSEs. 2024 director share awards valued at grant and vest in May 2025 (service‑based).

RED FLAG: No performance metrics tied to director equity grants; vesting is time‑based only, which reduces pay‑for‑performance sensitivity for directors.

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and commercial real estate expertise; 14 years investment banking at Goldman Sachs; senior real estate CIO/Co‑Head role at AB Global; co‑founded Prospect Ridge Advisors.
• Education: BA Cornell (Presidential Scholar); MBA Columbia.
• Board skills: investment, capital allocation, ground lease strategy oversight (as Investment Committee Chair).

Equity Ownership

Policies and alignment:

• Stock ownership guidelines: Non‑employee directors expected to hold ≥5× annual cash retainer; all non‑employee directors and NEOs currently in compliance.
• Hedging/pledging: Prohibited for directors and executives (pledging only with prior Board‑approved exceptions). No pledges disclosed for Nydick.

Governance Assessment

• Positive signals:

  • Clear independence designation; all committees fully independent; Nydick in key oversight roles (Investment Chair; incoming Nominating & Governance Chair).
  • Strong engagement cadence: Board met 8× in 2024; committees active; all directors ≥75% attendance.
  • Ownership alignment: Compliant with ownership guidelines; ongoing annual equity; recent grant on 2025‑05‑15 aligns interests.
  • Shareholder support: 2025 director election passed; Say‑on‑Pay approved (48.6M for; 8.5M against).

• Watch items / potential conflicts:

  • Historical executive role (President 2004–2009) while serving on Compensation Committee may be scrutinized by some investors despite current independence determination.
  • Director equity is time‑based without performance hurdles; consider enhancing pay‑for‑performance optics for directors.

• Related party exposure:

  • Company‑level related party frameworks (SpinCo management, MSD/GIC agreements) are robustly disclosed; no Nydick‑specific related party transactions disclosed.

Say‑on‑Pay & Shareholder Feedback

Committee Composition (Detail)

Director Compensation Program Details

Equity Ownership Detail (Roll‑forward context)

• Beneficial ownership (proxy record date 2025‑03‑21): Nydick 59,797 shares (direct 22,707; RSUs 7,090 vesting within 60 days; 30,000 via family trust). Less than 1% of outstanding shares.
• Outstanding RSUs held by directors as of 12/31/2024: Nydick 7,090.
• Insider grant on 2025‑05‑15 (likely annual director grant): 8,761 shares at $0 (award), post‑transaction owned 38,558 per Form 4 position field; note proxy beneficial ownership and Form 4 positions may reflect different categorization dates.

Governance Policies (Alignment/Risk)

• Clawback: NYSE‑compliant policy for recovery of erroneously awarded compensation to Section 16 officers; broader misconduct clawback provisions.
• Insider trading: Blackout periods; pre‑clearance required; policy attached to 2024 10‑K.
• No hedging/pledging: Prohibited (pledging only with prior Board‑approved exceptions).
• Stock ownership guidelines: Non‑employee directors at least 5× annual cash retainer; all currently in compliance.

Related Party Transactions (Company Context)

• Multiple joint ventures and agreements with affiliates of major shareholders (SFTY Venture LLC/GIC, MSD Partners affiliates) and SpinCo management arrangements; approval and governance frameworks detailed; no Nydick‑specific RPTs disclosed.

Governance Assessment Summary

• Board effectiveness: Nydick’s capital markets and real estate expertise is directly leveraged via Investment Committee chairmanship and upcoming leadership of Nominating & Governance—positive for oversight quality.
• Conflicts/independence: Historical executive role may draw scrutiny for Compensation Committee service, but NYSE independence affirmed; monitor investor sentiment.
• Alignment: Complies with ownership guidelines; recurring, time‑based equity grants and active board participation support alignment; consider adding performance‑linked elements to director equity to strengthen pay‑for‑performance optics.

Appendices

• Annual Meeting vote results (2025): Director elections, auditor ratification, Say‑on‑Pay approval recorded in the Item 5.07 8‑K.
• Proxy governance program and committee charters available on SAFE’s website.