Jay Sugarman
About Jay Sugarman
Jay Sugarman, age 62, serves as Star Holdings’ Chief Executive Officer and is Chairman and CEO of its external manager, Safehold Management Services Inc.; he has been on the manager’s Board since 1996 and CEO since 1997, and previously served as Chairman and CEO of Safehold Inc. from 2017 until the iStar/Safehold merger that created Star Holdings’ spin-off platform . He earned an undergraduate degree summa cum laude from Princeton (Paul Volcker Award in Economics) and an MBA with high distinction from Harvard Business School (Baker Scholar; Loeb Award in Finance; Copeland Award; Gillette Prize) . Star Holdings is externally managed and does not disclose TSR, revenue growth, or EBITDA growth performance metrics for Sugarman within STHO’s proxy; executive incentive metrics referenced in STHO filings pertain to Safehold’s program and are unrelated to STHO’s business .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Safehold Inc. | Chairman & CEO | 2017–2023 (until merger) | Led the ground lease-focused operating company prior to iStar/Safehold merger; role underscores deep real estate finance and operating expertise . |
| Safehold Management Services Inc. (external manager) | Board Member; CEO | Board since 1996; CEO since 1997 | Long-tenured leadership of STHO’s external manager; continuity and control over STHO’s day-to-day operations via management agreement . |
| Private investment funds (Burden and Ziff families) | Investment Manager | Not disclosed | Early-career fund management pedigree; foundation for real estate investing acumen . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Safehold Inc. | Chairman & CEO | 2017–2023 | Served until consummation of the iStar/Safehold merger; no current other public company directorships disclosed in STHO’s proxy . |
| Safehold Management Services Inc. | Chairman & CEO | Ongoing | STHO’s external manager that employs STHO’s senior executives; STHO pays management fees to this subsidiary of Safehold Inc. . |
Fixed Compensation
Star Holdings does not directly compensate its named executive officers (including Jay Sugarman); executives are employed and paid by the external manager’s parent (Safehold). STHO provided no base salary, bonus, or equity awards to NEOs in 2023 or 2024.
| Component | 2023 | 2024 |
|---|---|---|
| Base salary paid by STHO | $0 | $0 |
| Target bonus % at STHO | Not applicable | Not applicable |
| Actual bonus paid by STHO | $0 | $0 |
| Equity awards (RSUs/PSUs/options) granted by STHO | None | None |
| Outstanding/vested STHO equity at year-end | None outstanding; no vesting in 2023 | None outstanding; no vesting in 2024 |
Management fee economics paid by STHO to its external manager (Key context):
| Metric | 2023 | 2024 | 2025 | 2026 | 2027 |
|---|---|---|---|---|---|
| Annual management fee by term (ended Mar 31) ($USD Millions) | $25.0 | $25.0 | $15.0 | $10.0 | $7.5 |
| Management fees recorded in STHO financials ($USD Millions) | $19.7 | $17.5 | — | — | — |
| Post-2027 fee basis | — | — | — | — | 2.0% of gross book value of assets excluding Safe Shares |
Safehold-paid compensation to STHO NEOs (aggregate, for context only):
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate base, annual bonus, long-term incentives paid by Safehold to STHO NEOs | $23.2M (119% of STHO’s 2023 management fee) | $5.0M (29% of STHO’s 2024 management fee) |
| CEO pay mix (variable vs fixed) | 89.3% incentive-based; 10.7% base salary (excludes merger/special awards) | Not disclosed in STHO proxy |
| Other NEOs pay mix (aggregate) | 86.2% incentive-based; 13.8% base salary (excludes merger/special awards) | Not disclosed in STHO proxy |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Safehold executive compensation metrics (used to pay STHO NEOs) | Not disclosed in STHO proxy | Not disclosed in STHO proxy | Not disclosed in STHO proxy | Not disclosed in STHO proxy | Not disclosed in STHO proxy |
Notes:
- STHO states Safehold’s performance metrics determine NEO incentive pay and are unrelated to STHO’s business; details are described in Safehold’s own proxy, not in STHO’s .
- STHO itself had no operative equity incentive plans or grants and no employment agreements or single-trigger CIC benefits for NEOs during 2023–2024 .
Equity Ownership & Alignment
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned (Jay Sugarman) | 457,746 | 457,746 |
| % of shares outstanding | 3.4% (13,319,552 shares outstanding) | 3.4% (13,319,552 shares outstanding) |
| Direct holdings | 364,291 | 364,291 |
| Indirect via spouse | 6,203 | 6,203 |
| Indirect via family trusts | 23,235 | 23,235 |
| Indirect via foundation (disclaimed except pecuniary interest) | 64,017 | 64,017 |
| Hedging/pledging policy | Hedging prohibited; pledging/margin only with prior approval per Board guidelines | Hedging prohibited; pledging/margin only with prior approval per Board guidelines |
No insider equity awards, options, or vesting events for NEOs at STHO in 2023–2024, and no outstanding STHO equity awards as of year-end 2024 .
Employment Terms
External management agreement economics and termination provisions:
| Provision | 2024 Proxy Terms | 2025 Proxy Terms |
|---|---|---|
| Initial term and renewal | Initial term expired Mar 31, 2024; auto-renews annually | Auto-renews annually |
| Annual fee schedule | $25.0M (Yr1), $15.0M (Yr2), $10.0M (Yr3), $5.0M (Yr4); thereafter 2.0% of gross book value (excl. Safe Shares) | $25.0M (term ended Mar 31, 2024), $15.0M (term ended Mar 31, 2025); declines to $10.0M then $7.5M; thereafter 2.0% of gross book value (excl. Safe Shares) |
| Termination by STHO without cause (before 4th anniversary of Spin-Off) | $50.0M minus aggregate fees paid to date; special liquidation exception described | $55.0M minus aggregate fees paid to date; special liquidation exception described |
| Termination by STHO for “cause” | Permitted with 30 days’ notice | Permitted with 30 days’ notice |
| Termination by manager (asset reduction trigger) | $30.0M (Yr1), $15.0M (Yr2), $5.0M (Yr3) + unpaid fee balance | $15.0M (Yr2), $5.0M (Yr3) + unpaid fee balance |
| Clawback policy (executives) | Nasdaq-compliant clawback for erroneously awarded incentive comp to Section 16 officers | Nasdaq-compliant clawback for erroneously awarded incentive comp to Section 16 officers |
| Insider trading/blackout policy | Quarterly blackouts; pre-clearance required; hedging prohibited; pledging/margin only with prior approval | Quarterly blackouts; pre-clearance required; hedging prohibited; pledging/margin only with prior approval |
| Employment agreements at STHO | None; no single-trigger CIC benefits | None; no single-trigger CIC benefits |
Related party and governance constraints:
- Voting and standstill over “Safe Shares” during a restrictive period; STHO must vote its Safe shares in line with Safe’s board and observe standstill restrictions on influencing Safe, absent consent .
- Safe Credit Facility: $115.0M plus $25.0M incremental commitment; 8.00% fixed (can rise to 10.00% with incremental use); maturity Mar 31, 2027 (2024 proxy) / Mar 31, 2028 (2025 proxy); 2023 interest expense $7.2M; 2024 interest expense $9.6M .
Investment Implications
- Pay-for-performance alignment risk: Executive incentive pay is set by Safehold and tied to metrics unrelated to Star Holdings’ asset monetization strategy, which can dilute alignment between STHO shareholder outcomes and executive payouts . STHO provides no direct equity incentives or cash compensation to NEOs, limiting STHO-specific performance linkages .
- Retention and replacement economics: Termination fees to the external manager are material and increased year over year ($50.0M in 2024 vs $55.0M in 2025, before offsets), which can reduce the likelihood of strategic manager changes prior to the Spin-Off’s fourth anniversary and embeds cost in governance decisions .
- Ownership alignment: Sugarman’s 3.4% beneficial stake (457,746 shares) provides measurable skin in the game, with most holdings direct or via family entities; hedging is prohibited and pledging requires prior approval, mitigating misalignment risks associated with hedging/pledging practices .
- Governance constraints and related party dynamics: Voting restrictions over Safe shares and the Safe Credit Facility structure create interdependencies with Safehold that investors should monitor for conflicts, liquidity, and capital allocation impacts as STHO executes asset sales and monetization .
- Disclosure limits: As an Emerging Growth Company, STHO does not conduct say-on-pay votes and provides scaled executive compensation disclosure; individual-level comp details for Sugarman are not disclosed in STHO filings, requiring investors to rely on Safehold’s proxy for incentive metric specifics .