Deborah L. Harmon
About Deborah L. Harmon
Independent director of Starwood Property Trust, Inc. since 2023; age 65. She is Co‑Founder and Chief Executive Officer of Artemis Real Estate Partners and serves on STWD’s Compensation Committee and Nominating & Corporate Governance Committee. Education: BA, Johns Hopkins University; MBA, Wharton School of the University of Pennsylvania . The Board classifies her as independent; all directors attended at least 75% of Board and committee meetings in 2024; the Board met four times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artemis Real Estate Partners, LLC | Co‑Founder & Chief Executive Officer | 2009–present | Leads institutional real estate investment firm; relevant real estate finance expertise . |
| Harmon & Co. | President | 2007–2008 | Strategic and financial advisory experience . |
| J.E. Robert Companies, Inc. | President & Chief Investment Officer | 1997–2007 | Led fully integrated real estate investment firm; deep CRE investing experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pension Real Estate Association (PREA) Foundation | Chairperson | n/a | Philanthropic leadership in real estate community . |
| Urban Alliance; Seizing Every Opportunity (SEO); PERE; Sponsors for Educational Opportunity | Director/Board Member | n/a | Non‑profit and industry engagement . |
| NYU Stern Center for Business & Human Rights | Advisory Council Member | n/a | Governance and human rights advisory experience . |
| Forest City Realty Trust, Inc. | Former Director (public) | Former | Former public REIT board experience . |
| Avis Group Holdings, Inc. | Former Director (public) | Former | Former public company experience . |
Board Governance
- Independence: Board determined Ms. Harmon is independent under NYSE standards .
- Committee assignments (2024): Compensation Committee (member); Nominating & Corporate Governance Committee (member). Compensation Committee met 3x in 2024; Nominating & Corporate Governance met 2x; Audit met 4x; Board met 4x; each director attended at least 75% of meetings in 2024 .
- Leadership/structure: Separate Lead Independent Director; regular executive sessions of non‑executive/independent directors .
- Independence considerations specific to Harmon: (i) Her son is COO of Bilt Rewards, in which STWD’s CEO and certain executive officers hold small minority equity interests; (ii) Artemis‑managed affiliates provided the mezzanine loan and held horizontal risk retention in the May 2024 refinancing of STWD’s Medical Office Portfolio after a competitive marketing process led by a third‑party broker; an Artemis affiliate is controlling class representative of the securitization .
- Additional related‑party disclosure: Ms. Harmon’s brother is employed by Newmark; STWD paid $58,850 to Newmark in 2024 and $172,225 from/for CMBS trusts where an STWD subsidiary is special servicer; Newmark’s FY2024 revenues were ~$2.8B .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Fees earned or paid in cash to Ms. Harmon in 2024 . |
| Committee cash fees | Included in total above (if any) | Company schedule: Comp Committee member $7,500; Nominating & Corporate Governance member $2,500; but Ms. Harmon’s reported cash total for 2024 was $110,000 . |
| Equity retainer | $140,011 | Annual equity award; 6,870 restricted shares granted 09/30/2024; vests on 1‑year anniversary (time‑based) . |
| Total 2024 director comp | $250,011 | Sum of cash and equity reported for Ms. Harmon . |
| 2025 equity retainer policy | $150,000 | Increased annual equity retainer for non‑employee directors (time‑vest) . |
- Mix (2024): ~44% cash ($110k) / ~56% equity ($140,011), aligning director pay with shareholder outcomes through share-based vesting .
Performance Compensation (Director)
| Element | Structure | Metrics/Targets | Vesting |
|---|---|---|---|
| Annual restricted stock (non‑employee directors) | Time‑based RS | No performance metrics disclosed for director equity grants | 1‑year cliff vest from grant date . |
| Options/PSUs | None disclosed | n/a | n/a . |
No director‑level performance metrics (e.g., TSR, EPS) are disclosed for non‑employee director awards; grants are time‑vested restricted common shares designed for alignment and retention .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Harmon in STWD proxy . |
| Former public company boards | Forest City Realty Trust, Inc.; Avis Group Holdings, Inc. . |
| Compensation Committee interlocks | None required to be disclosed for 2024; note: “Other than Ms. Harmon, none of the Compensation Committee members were involved in a transaction requiring disclosure” (her related‑party involvement is detailed below) . |
| Potential interlocks/related parties | Artemis‑managed affiliates funded mezzanine and HRR in STWD’s 2024 Medical Office Portfolio refinancing; Artemis affiliate is controlling class representative; competitive process led by third‑party broker; terms: SOFR+5.50%, initial 2‑year term, three 1‑year extensions . |
Expertise & Qualifications
- 25+ years of commercial real estate investing and leadership, including as CIO of J.E. Robert Companies and CEO of Artemis Real Estate Partners .
- Financial and real estate investment expertise relevant to STWD’s lending and securitization activities .
- Education: BA (Johns Hopkins); MBA (Wharton) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (03/03/2025) | 14,128 shares; less than 1% of outstanding . |
| Unvested restricted shares included | 6,870 shares (2024 grant) . |
| Estimated vested/common held (derived) | 7,258 shares (beneficial holdings less unvested RS) . |
| Ownership guidelines | Directors must hold ≥3x annual Board cash retainer; 5 years to comply from later of 2011 policy adoption or Board election . |
| Anti‑hedging/trading policy | Pre‑approval required; insider trading policy governs directors and immediate families . |
Insider Trades (Form 4)
| Date of Event | Filing Link | Transaction | Shares | Notes |
|---|---|---|---|---|
| 09/29/2023 | https://www.sec.gov/Archives/edgar/data/0001047253/0001104659-23-106469.txt | Award of restricted common stock | 7,258 | Director equity grant [2023 Form 4]. |
| 09/30/2025 | https://www.sec.gov/Archives/edgar/data/1047253/000090514825003492/xslF345X03/form4.xml | Award of restricted common stock | 7,744 | Director equity grant under 2022 Equity Plan; vests per award terms [2025 Form 4]. |
| 09/30/2025 (summary) | https://www.stocktitan.net/sec-filings/STWD/form-4-starwood-property-trust-inc-insider-trading-activity-3247951ece5c.html | Summary note of 7,744 RSU grant | 7,744 | Secondary source reflecting 2025 Form 4. |
Governance Assessment
- Strengths:
- Independent director with deep commercial real estate investment credentials; serves on key governance and compensation oversight committees .
- Attendance: Board states each director met ≥75% attendance in 2024; Board met 4x and committees met regularly, indicating standard engagement cadence .
- Pay alignment: Majority of 2024 director pay delivered in equity vesting over time; Board‑level stock ownership guideline of 3x cash retainer enhances alignment; anti‑hedging/insider trading controls disclosed .
- Risks/RED FLAGS:
- Related‑party exposure through Artemis: Artemis‑managed affiliates funded mezzanine debt and held horizontal risk retention in STWD’s 2024 Medical Office Portfolio securitization; Artemis affiliate is controlling class representative. Although selected via third‑party competitive process with market‑rate terms (SOFR+5.50%, 2‑year initial term plus extensions), this is a potential conflict requiring ongoing Board oversight of process integrity and pricing fairness .
- Familial ties: Son serves as COO at Bilt Rewards, a company in which STWD’s CEO and certain executive officers hold small minority equity interests; while not a direct transaction with STWD, it represents a network linkage to monitor for potential conflicts .
- Additional immaterial related‑party payments: Newmark (employer of Ms. Harmon’s brother) received $58,850 from STWD and $172,225 from/for CMBS trusts in 2024—small relative to Newmark’s ~$2.8B revenue but nonetheless tracked under Item 404 .
Overall, Ms. Harmon brings relevant real estate investment expertise and participates in core oversight committees. The Artemis financing involvement is the primary governance risk signal; disclosures indicate competitive selection and defined terms, but continued independent review of related‑party processes and consents remains important to investor confidence .
Appendix – Director Compensation Schedule (for context)
- 2024 non‑employee director fees: $110,000 annual cash retainer; Lead Independent Director $40,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Corporate Governance Chair $10,000; Nominating & Corporate Governance member $2,500; Investment Committee member $2,500. 2024 equity: $140,000 in restricted shares (one‑year vest). 2025 equity retainer increased to $150,000 .