Stefan Selig
About Stefan Selig
Stefan M. Selig, age 62, is Safehold’s Lead Independent Director; he is the founder and Managing Partner of BridgePark Advisors (2017–present), and previously served as U.S. Under Secretary of Commerce for International Trade (2014–2016). He spent 1999–2014 in senior roles at Bank of America Merrill Lynch (including Executive Vice Chairman of Global Corporate & Investment Banking), and earlier held senior investment banking roles at UBS Securities and Wasserstein Perella after starting his career at First Boston; he holds a B.A. (Wesleyan), a General Course Certificate (LSE), and an MBA (Harvard Business School) . He has served as Lead Independent Director of Old SAFE since 2017 and continued as Lead Independent Director post‑merger at Safehold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Commerce | Under Secretary of Commerce for International Trade; led International Trade Administration (~2,200 professionals) | 2014–2016 | Executive Director of Travel & Tourism Advisory Board; Director at OPIC; Commissioner on Congressional‑Executive Commission on China; Executive Director of President’s Advisory Council on Doing Business in Africa |
| Bank of America Merrill Lynch | Executive Vice Chairman, Global CIB; previously Vice Chairman GIB and Global Head of M&A | 1999–2014 (EVC 2009–2014) | Senior leadership in global IB (strategy, transactions) |
| UBS Securities; Wasserstein Perella; First Boston | Senior investment banking roles; began IB career at First Boston | Prior to 1999 | M&A leadership and advisory experience |
External Roles
| Company | Exchange | Role | Tenure | Committees |
|---|---|---|---|---|
| Simon Property Group | NYSE: SPG | Director | Current | Audit; Compensation |
| 5E Advanced Materials | NASDAQ: FEAM | Director | 2023–2024 | — |
| Venator Materials PLC | NYSE: VNTR | Director; Audit Committee | 2023 | Audit |
| Rotor Acquisition Corp. | — | Director | 2021 | Audit |
| Tuscan Holdings Corp | — | Director | 2019–2021 | Audit; Compensation; Nominating & Governance |
| Entercom Communications (now Audacy) | — | Director | 2017–2021 | — |
| Other | — | Director of private companies | Current | — |
Board Governance
- Independence and role: The Board determined Selig is independent under NYSE standards; he serves as Safehold’s Lead Independent Director .
- Lead Independent Director responsibilities: Presides at executive sessions; advises the CEO; approves agendas/board materials; calls meetings of independent directors; participates in CEO evaluation and succession; engages with major shareholders when appropriate .
- Committee assignments: 2024 committees — Audit; Compensation; post‑2025 AGM change — he will also join the Investment Committee (replacing Jesse Hom) .
- Board/committee activity and attendance: Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings; directors meet in executive session at least quarterly .
- Audit/Compensation governance: All Audit and Compensation Committee members are independent; Audit held 6 meetings (all members deemed “audit committee financial experts”); Compensation held 5 meetings in 2024 .
- Service on other boards policy: Non‑employee directors should not serve on more than four public boards (including Safehold); current service disclosed complies with the guideline .
Fixed Compensation
- Director fee structure (non‑employee, 2024): Cash retainer $100,000; committee member fees — Audit $15,000, Compensation $15,000; Lead Independent Director receives an additional annual equity award of $75,000; annual equity grant (RSUs) $135,000; no meeting fees .
- Selig’s 2024 director compensation:
- Cash (Fees Earned/Paid): $130,000 (base $100,000 + Audit $15,000 + Compensation $15,000) .
- Stock Awards (grant‑date fair value under ASC 718): $229,203 .
- All Other Compensation: $0 .
- Total: $359,203 .
| Category | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 130,000 | Base + Audit + Compensation |
| Stock Awards (ASC 718) | 229,203 | Includes $135,000 annual RSUs + $75,000 Lead Director RSUs (valued at grant); vest May 2025 subject to service |
| All Other Compensation | — | — |
| Total | 359,203 | — |
Performance Compensation
- Design features: Non‑employee director equity is time‑based RSUs; awards typically vest in May of the following year, subject to continued service; valued at grant per ASC 718 using closing price on grant date .
- No performance metrics apply to director awards (service‑based vesting only) .
| Grant Type | Grant Date | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSUs (Director program) | 2024 | Not stated (value‑based) | 229,203 | Vests May 2025, service‑based |
Other Directorships & Interlocks
- Current public boards: Simon Property Group — Director; member of Audit and Compensation Committees .
- Prior public boards: FEAM (2023–2024), Venator (2023, Audit), Rotor (2021, Audit), Tuscan Holdings (2019–2021, Audit, Compensation, N&G), Entercom/Audacy (2017–2021) .
- No disclosed compensation “interlocks” between Safehold’s Compensation Committee members and executives of other companies; committee independence affirmed .
Expertise & Qualifications
- Core qualifications: Deep investment banking experience (M&A, capital markets), government/economic policy leadership, and board‑level financial oversight; designated as an “audit committee financial expert” by Safehold’s Board via Audit Committee determination (applies to all Audit members) .
- Education: B.A. (Wesleyan); General Course Certificate (LSE); MBA (Harvard) .
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stefan M. Selig | 77,886 | <1% | Includes 66,856 shares and 11,030 shares issuable within 60 days upon RSU vesting |
- Shares outstanding reference for table: 71,785,934 as of March 21, 2025 (beneficial ownership table) .
- Stock ownership guidelines: Non‑employee directors must hold equity equal to 5x the annual cash retainer; all non‑employee directors and NEOs are in compliance; hedging prohibited and pledging prohibited absent prior approval .
- Clawback: Company maintains an NYSE‑compliant executive clawback policy; broader misconduct‑based recoupment provisions also described .
Governance Assessment
-
Strengths and signals supporting investor confidence:
- Independent Lead Director with robust responsibilities (agenda control, CEO liaison, investor outreach), enhancing oversight despite combined Chair/CEO structure .
- Independent committee structure with high activity levels; all Audit Committee members (including Selig) qualified as “audit committee financial experts” .
- Solid engagement and voting signals: 2025 Say‑on‑Pay passed (For 48,610,858; Against 8,506,025; Abstentions 60,768), and all five directors, including Selig, were re‑elected (e.g., Selig For 53,495,748; Withheld 3,681,903) .
- Board and committee attendance met expectations (≥75%); quarterly executive sessions held .
-
Compensation and alignment:
- Director pay mix skews to equity via annual RSUs (plus added equity for Lead Director), aligning with shareholders; service‑based vesting keeps retention focus without performance gaming .
- Ownership policy (5x retainer) and anti‑hedging/anti‑pledging guardrails reinforce alignment; all covered parties in compliance .
-
Potential risks/red flags to monitor:
- Related‑party connection: Selig’s brother (Ian Selig) is a company employee (~$350,000 total 2024 compensation); while disclosed under related‑party policies, it warrants continued oversight for any appearance of conflict in compensation or personnel decisions .
- Multi‑board/time commitments: Active role at SPG (Audit and Compensation Committees) plus Safehold Lead Director and committee roles; currently within Safehold’s board‑service guideline, but workload should be monitored given evolving responsibilities (adding Investment Committee) .
- Broader shareholder feedback: 2024 Say‑on‑Pay support of ~71% (for FY2023 program) prompted company commentary on one‑time merger‑related awards; subsequent 2025 vote support (numerical results above) should continue to be tracked for momentum .
-
Shareholder engagement and policy hygiene:
- Ongoing investor outreach disclosed; robust governance artifacts (Code of Ethics, Corporate Governance Guidelines, majority vote resignation policy, no poison pill, MUTA opt‑out) .
- Compensation Committee uses independent consultant (Pay Governance) .
Overall, Selig’s profile reflects strong financial and policy credentials, active independent leadership, and substantial committee involvement; the disclosed family relationship is modest in scale but should remain on the Audit/N&G radar under related‑party oversight protocols .