Robin Josephs
About Robin Josephs
Independent director with deep real estate, capital markets, and audit expertise; age 65; Safehold director since 1998 (served as lead independent director from 2009 until the 2023 merger). Former Managing Director at Starwood Capital (2005–2007) and senior executive at Goldman Sachs (1986–1996). Education: B.S. in Economics, magna cum laude, Wharton (Phi Beta Kappa), and M.B.A., Columbia University . The Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safehold Inc. (formerly iStar) | Director; Lead Independent Director (pre-merger) | Director since 1998; LID 2009–2023 | Presided at executive sessions; liaison between Chair and independent directors |
| Starwood Capital Group L.P. | Managing Director | 2005–2007 | Private equity real estate investing |
| Goldman Sachs & Co. | Senior executive (various roles) | 1986–1996 | Finance and capital markets leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| MFA Financial, Inc. (NYSE: MFA) | Director | Current | Chair, Compensation; Member, Audit |
| Starwood Real Estate Income Trust, Inc. (non-traded REIT) | Director | Current | Audit Committee member |
| SVF Investment Corp. 2 | Director | 2021–2023 | Audit; Compensation; Nominating |
| QuinStreet, Inc. | Director | 2013–2021 | Nominating & Corporate Governance; Compensation |
| University of Chicago Cancer Research Foundation | Trustee | Current | — |
Board Governance
- Current Safehold committees: Audit Committee Chair; member, Nominating & Corporate Governance; member, Investment Committee .
- The Board determined Josephs is independent under NYSE standards; all standing committees are composed of independent directors .
- Audit Committee: all members (including Josephs) qualify as “audit committee financial experts”; committee met 6 times in 2024 .
- Board activity: Board met 8 times in 2024; all directors attended ≥75% of Board and applicable committee meetings; all six directors attended the 2024 annual meeting; directors meet in executive session at least quarterly .
- 2025 director election result (Josephs): For 53,096,335; Withheld 4,081,316; Broker non-votes 4,053,795 .
- Governance structure: combined CEO/Chair with a designated Lead Independent Director (currently Stefan Selig); no poison pill; opt-out from MUTA without shareholder approval .
Fixed Compensation
Director pay framework and Josephs’ 2024 pay:
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 |
| Equity retainer (RSUs) | $135,000 (number based on 20-day avg. price before annual meeting) |
| Committee chair fees | Audit $40,000; Compensation $40,000; Nominating & Gov $16,000; Investment $16,000 |
| Committee member fees | Audit $15,000; Compensation $15,000; Nominating & Gov $10,000; Investment $10,000 |
| Lead Independent Director | Additional $75,000 |
| Meeting fees | None (no per-meeting fees) |
| 2024 Director Compensation (USD) | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Robin Josephs | $160,000 | $147,330 | $25,099 (matching gifts/dividend CSE credits) | $332,430 |
Notes: “Stock Awards” reflect grant-date fair value under ASC 718; director awards vest in May 2025, subject to continued service .
Performance Compensation
- Director equity is time-based RSUs (no performance metrics); 2024 RSUs vest May 2025, subject to continued service .
- Common Stock Equivalents (CSEs) accrue dividend equivalents; some directors elect deferral via CSEs; Josephs has CSEs outstanding (see Equity Ownership) .
Other Directorships & Interlocks
- Current public boards: MFA Financial (Chair, Compensation; Audit member) and Starwood Real Estate Income Trust (non-traded REIT, Audit member) .
- Prior public boards: SVF Investment Corp. 2 (2021–2023); QuinStreet, Inc. (2013–2021) with Compensation and Nominating roles .
- Independence: The Board considered affiliations with stockholders/suppliers in making independence determinations; Josephs is classified independent .
- No related-party transactions disclosed involving Josephs; related-party items largely involve Star Holdings, GIC affiliates, and MSD Partners arrangements (company-level) .
Expertise & Qualifications
- Finance/accounting and capital markets expertise; designated Audit Committee Financial Expert (committee-level determination applies to all members) .
- Real estate investment experience (Starwood Capital, Goldman Sachs) .
- Education: B.S. Economics, Wharton (magna cum laude, Phi Beta Kappa); M.B.A., Columbia .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 21, 2025) | 146,726 shares; “<1%” of basic common stock outstanding |
| Breakdown (Mar 21, 2025) | Includes 2,631 shares; 29,635 CSEs (fully vested); 7,090 RSUs vesting within 60 days; 94,263 shares and 10,000 RSUs held via family trust (RSUs fully vested; settlement in five equal annual installments 2027–2031); 3,107 shares via IRA; certain positions disclaimed except pecuniary interest |
| RSUs outstanding (Dec 31, 2024) | 7,090 RSUs |
| CSEs outstanding (Dec 31, 2024) | 29,326 CSEs |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer; all non-employee directors and NEOs currently in compliance |
| Hedging/pledging | Hedging prohibited; pledging generally prohibited without prior approval per Board-approved policy |
Governance Assessment
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Strengths:
- Independent director; chair of Audit; deemed audit committee financial expert; active across key committees .
- Strong attendance and engagement; Board and Audit committees met frequently in 2024; quarterly executive sessions .
- Aligned incentives: meaningful equity via RSUs/CSEs; stock ownership guidelines met; company-level clawback policy in place .
- 2025 shareholder support: Josephs re-elected with 53.1M “For” votes vs 4.1M “Withheld”; Say-on-Pay approved 48.6M For/8.5M Against .
-
Watch items / potential conflicts:
- Multiple external board roles (MFA Financial and Starwood REIT). While independence affirmed, ongoing monitoring advisable for time commitments and potential information interlocks with real estate finance peers .
- Company-level related-party structures (Star Holdings, MSD, GIC affiliates) require robust Audit oversight; Audit Committee charter covers RPT oversight and ESG/cybersecurity .
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Shareholder sentiment:
- 2024 Say-on-Pay support was ~71%, with the company attributing lower support to one-time merger-related awards; this improved in 2025 with a strong approval margin, indicating some recovery in investor confidence .
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Overall view:
- Josephs’ long tenure, deep finance/real estate background, and Audit leadership enhance board effectiveness. Equity alignment and policy framework (ownership guidelines, clawback, anti-hedging) are positives. Continued vigilance on external interlocks and oversight of related-party ecosystems remains prudent for investor confidence .