Clifford De Souza
About Clifford De Souza
Clifford De Souza, age 63, has served as an independent trustee of Star Holdings since March 31, 2023, and previously served as a director of iStar prior to the Spin-Off that created Star Holdings . He was CEO of MUFG Securities International, CIO at Citigroup Alternative Investments (managed over $40B across private equity, real estate, structured products, hedge funds), and Global Head of Emerging Markets at UBS/SBC Warburg Dillon Read; he holds a B.A. from Cambridge University and a Ph.D. from the University of Maryland . The Board has determined he is independent under Nasdaq rules, and he is designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MUFG Securities International | Chief Executive Officer | Not disclosed | Responsible for all international securities and investment banking operations, including Capital Markets, Secondary Trading, Technology and Operations |
| Citigroup Alternative Investments | Chief Investment Officer | Not disclosed | Managed over $40B across PE, real estate, structured products, hedge funds |
| UBS/SBC Warburg Dillon Read | Global Head, Emerging Markets | Not disclosed | Senior leadership across emerging markets |
| iStar Inc. | Director | Until Spin-Off (March 31, 2023) | Board service at predecessor company |
External Roles
| Organization | Role | Status |
|---|---|---|
| None disclosed | — | No current external public company boards disclosed in 2025 proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all trustees, including De Souza, are independent under Nasdaq standards |
| Committee Assignments | Audit Committee (Chair); Compensation Committee (Member); Nominating & Corporate Governance Committee (Member) |
| Financial Expert | Board determined De Souza qualifies as an “audit committee financial expert” |
| Meetings in 2024 | Board: 5 meetings; Audit: 4; Compensation: 4; Nominating & Corporate Governance: 4 |
| Attendance | All trustees attended at least 75% of Board and relevant committee meetings; all trustees attended the 2024 annual meeting |
| Executive Sessions | Trustees meet in executive session at least quarterly; Audit Committee meets in executive session at least quarterly |
| Lead Independent Trustee | Nina B. Matis serves as Lead Trustee with enumerated duties |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer (paid quarterly) | $150,000 |
| Stock awards | $0 (none) |
| Committee chair/member fees | $0 (none) |
| Meeting fees | $0 (none) |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Clifford De Souza | 150,000 | — | — | 150,000 |
Notes:
- Trustees are eligible for matching gifts up to $5,000 and reimbursement for continuing education; amounts included in “All Other Compensation” if applicable (none for De Souza in 2024) .
Performance Compensation
- No performance-based director compensation (no equity grants, options, or performance plans for directors) disclosed; the trustee compensation program effective April 1, 2024 provides only a cash retainer and no equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for De Souza |
| Prior public company board | iStar Inc. (director until Spin-Off) |
| Interlocks/Related party exposure (company-level) | Star Holdings is externally managed by a Safehold subsidiary under a Management Agreement with declining annual fees ($25.0M for term ended 3/31/2024; $15.0M for annual term ended 3/31/2025; then $10.0M and $7.5M, then 2.0% of gross book value excluding Safe shares), with termination fee constructs and audit/independent trustee oversight of related transactions . Governance Agreement with Safe imposes voting and standstill restrictions on Star’s Safe shares during a restrictive period . Safe Credit Facility: $115.0M term loan plus up to $25.0M incremental, 8% fixed interest (10% under certain conditions), matures 3/31/2028; $9.6M interest expense in 2024 . |
| Approval of related party transactions | Policy requires approval by a majority of independent trustees; conflicted trustees recuse . |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | B.A., Cambridge University; Ph.D., University of Maryland |
| Financial/Accounting | Extensive finance background; designated “audit committee financial expert” |
| Executive experience | CEO (MUFG Securities International), CIO (Citigroup Alternative Investments), Global Head EM (UBS/SBC Warburg Dillon Read) |
| Board skills highlighted | Balance sheet familiarity; finance/accounting practices; broad industry exposure |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Basic Common Stock Outstanding | Ownership Type | As-of |
|---|---|---|---|---|
| Clifford De Souza | 12,898 | <1% (asterisk in proxy) | Direct ownership | Record date March 27, 2025; 13,319,552 shares outstanding |
Additional alignment policies:
- Hedging prohibited; pledging prohibited except with prior approval per Board-approved guidelines .
Governance Assessment
- Board effectiveness: De Souza chairs an all-independent Audit Committee, is designated as an “audit committee financial expert,” and serves on Compensation and Nominating & Corporate Governance committees—positions that place him at the center of financial oversight, related-party review, and board refreshment processes . Attendance met board expectations (≥75%) amid five board meetings and regular executive sessions, supporting engagement .
- Alignment and incentives: Director pay is 100% cash ($150,000) with no equity grants, chair fees, or meeting fees; his personal ownership is 12,898 shares (<1%), while hedging/pledging are restricted—this structure limits equity-linked alignment signals compared to peers that emphasize equity retainers .
- Conflicts and related-party exposure: Star Holdings’ external management by a Safehold subsidiary, governance constraints on Safe shares, and a credit facility with Safe represent structural related-party exposures; the Board’s policy requires independent trustee approval for such transactions and De Souza’s audit leadership is a mitigating factor, but the termination fee constructs and voting/standstill obligations warrant ongoing scrutiny from investors .
- Independence and shareholder engagement: The Board affirms De Souza’s independence under Nasdaq rules; the company highlights active shareholder engagement on asset monetization, liquidity, and risk management, which should be monitored for how feedback translates into board actions .
RED FLAGS: External manager and multiple related-party arrangements with Safe (Management Agreement, Governance Agreement, Credit Facility) require sustained independent oversight; absence of equity-based director compensation may reduce perceived pay-for-performance alignment versus norms in similar issuers .