Nina Matis
About Nina Matis
Nina B. Matis, age 77, is the Lead Trustee of Star Holdings (STHO) and has served on the Board since March 31, 2023; she previously served as Vice Chairman, Executive Vice President and Chief Legal Officer of iStar until 2019, and earlier as Chief Investment Officer (2007–2018), Chief Legal Officer (2009–2019), General Counsel (1996–2009), and Executive Vice President (1999–2017) at iStar, Star’s predecessor in the spin-off from iStar/Safehold . She was a partner at Katten Muchin Rosenman LLP (head of national real estate group; served on executive and compensation committees) and holds a B.A. (with honors) from Smith College and a J.D. from New York University School of Law . The Board has determined she is independent under Nasdaq rules, and she serves as Lead Trustee overseeing agendas, executive sessions, and shareholder engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iStar Inc. (predecessor to STHO) | Vice Chairman, EVP & Chief Legal Officer | Until 2019 | Oversaw key corporate legal decisions and litigation strategy; helped shepherd strategic initiatives and succession talent |
| iStar Inc. | Chief Investment Officer | 2007–2018 | Senior investment leadership |
| iStar Inc. | Chief Legal Officer | 2009–2019 | Led legal function and litigation strategy |
| iStar Inc. | General Counsel | 1996–2009 | Led legal affairs |
| iStar Inc. | Executive Vice President | 1999–2017 | Senior executive leadership |
| Katten Muchin Rosenman LLP | Partner; Head, National Real Estate Group | Not disclosed | Served on executive and compensation committees |
| New Plan Excel Realty Trust, Inc. | Director (Public company) | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Signature Theater Company | Director | Non-profit | Current role disclosed |
| Thomas Cole House (National Historic Landmark) | Director | Non-profit | Current role disclosed |
| National Partnership for Women & Families | Director | Non-profit | Current role disclosed |
| The Fisher Center at Bard College | Advisory Board Member | Academic/Cultural | Current role disclosed |
Board Governance
- Independence and leadership: The Board determined all trustees (including Matis) are independent; she is the designated Lead Trustee .
- Lead Trustee responsibilities: presides over Board and executive sessions, acts as liaison with CEO, approves agendas/materials, calls trustee meetings, contributes to manager performance review, consults on Board evaluation, and engages with major shareholders when appropriate .
- Attendance and engagement: In 2024 the Board held 5 meetings; all trustees attended at least 75% of Board and applicable committee meetings; all trustees attended the 2024 annual meeting; trustees meet in executive session at least quarterly . In 2023 the Board held 9 meetings; all trustees attended at least 75% of meetings; executive sessions occur at least quarterly .
| Committee | Role | 2024 Meetings | Selected Responsibilities |
|---|---|---|---|
| Compensation | Chair | 4 | Reviews manager performance and fees under the Management Agreement; the company has no employees; committee does not set STHO executive pay (paid by manager) . |
| Audit | Member | 4 | Oversees external auditor; reviews financials, controls, risk, hedging policy, earnings releases/guidance; discusses risk management; chair deemed audit committee financial expert (De Souza) . |
| Nominating & Corporate Governance | Member | 4 | Board composition, evaluations, governance policies/charters, executive officer appointments, governance compliance . |
Fixed Compensation
- Director pay structure: Non-employee trustees receive a $150,000 annual cash retainer paid quarterly; no additional fees for committee membership/chair roles, meeting fees, or Lead Trustee premium; no equity awards .
| Year | Cash Retainer ($) | Equity Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 112,500 | — | — | 112,500 |
| 2024 | 150,000 | — | — | 150,000 |
Notes: Trustees are eligible for a matching gifts program up to $5,000 per year and reimbursement for continuing education; amounts included in “All Other Compensation” when applicable .
Performance Compensation
- No director equity awards or performance-based director compensation are disclosed; STHO does not operate an equity plan for directors, and trustee compensation consists solely of the cash retainer .
| Performance-Based Element | Metrics | Grants/Vesting |
|---|---|---|
| None disclosed | N/A | N/A |
Other Directorships & Interlocks
| Company/Organization | Status | Role | Committees/Notes |
|---|---|---|---|
| New Plan Excel Realty Trust, Inc. | Prior public company | Director | Dates not disclosed |
| Signature Theater Company | Current | Director | Non-profit |
| Thomas Cole House | Current | Director | Non-profit |
| National Partnership for Women & Families | Current | Director | Non-profit |
| The Fisher Center at Bard College | Current | Advisory Board | Academic/Cultural |
Expertise & Qualifications
- Seasoned legal and real estate executive with decades of experience across legal, investment, and executive roles at iStar (CLO, CIO, EVP, GC) .
- Law firm leadership experience (Katten Muchin Rosenman LLP) including head of national real estate group and service on executive and compensation committees .
- Governance credentials include Lead Trustee responsibilities (agenda setting, CEO liaison, executive sessions, shareholder engagement) .
- Education: BA (Smith College, with honors); JD (NYU School of Law) .
Equity Ownership
- STHO beneficial ownership: 17,499 shares directly owned; less than 1% of outstanding as of March 27, 2025 (13,319,552 shares outstanding) .
- Insider policies: Hedging prohibited; pledging requires prior approval; quarterly blackout periods and pre-clearance under insider trading policy .
| Metric | Apr 8, 2024 | Mar 27, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 17,499 | 17,499 |
| % of Shares Outstanding | <1% (of 13,319,552) | <1% (of 13,319,552) |
Governance Assessment
- Independence and leadership: Matis is independent under Nasdaq standards and functions as Lead Trustee, enhancing independent oversight via agenda control, executive sessions, and investor engagement .
- Committee influence: As Compensation Committee Chair, she oversees review of manager performance and fees under the Management Agreement; as Audit and Nominating member, she contributes to financial oversight, risk, and governance processes (each committee fully independent) .
- Attendance/engagement: Board met 5 times in 2024, with ≥75% attendance by all trustees and quarterly executive sessions; all trustees attended the 2024 annual meeting, indicating baseline engagement .
- Director pay and alignment: Director compensation is 100% cash retainer with no equity component or meeting/chair fees; this structure is simple but offers limited equity-based alignment at the board level .
- Related-party exposure (key oversight area):
- Externally managed by a Safehold subsidiary under a Management Agreement; fees were $25.0M for term ended Mar 31, 2024 and $15.0M for term ended Mar 31, 2025; future annual fees decline to $10.0M and $7.5M before switching to 2.0% of gross book value (excl. Safe shares) .
- Early termination without cause before the 4th anniversary of the spin-off triggers a termination fee of $55.0M minus fees paid; alternative formulation applies if assets are liquidated; manager-initiated termination under asset thresholds also carries fees; $17.5M of management fees recorded in 2024 .
- Governance Agreement restricts transfers of Safe shares and requires STHO to vote its Safe shares per Safe’s board during a “restrictive period”; includes standstill provisions—requiring robust independent oversight to manage potential conflicts .
- Safe Credit Facility: $115M senior secured term loan (plus up to $25M incremental), fixed 8% interest (10% if incremental outstanding), matures Mar 31, 2028; $9.6M interest expense incurred in 2024—furthering related-party linkages .
- Board policy mandates independent trustee approval of related-party transactions and conflicts involving the manager .
- Shareholder voice: As an Emerging Growth Company, STHO is not required to hold advisory say‑on‑pay votes, which may limit direct shareholder input on compensation matters during the EGC phase .
RED FLAGS / Watch Items
- Externally managed structure with sizable management fees and potentially significant early-termination fees; requires vigilant independent oversight to ensure alignment with minority shareholders .
- Governance Agreement constraints (voting of Safe shares, transfer restrictions, standstill) create structural interdependencies with Safe that the Board must actively manage .
- Related-party credit facility terms (8% fixed, maturity 2028) and ongoing interest expense underscore financial ties to Safe .
- Director compensation lacks an equity component, limiting built-in ownership alignment from annual grants (offset by Matis’ direct ownership and hedging/pledging restrictions) .