Fred S. Ridley
About Fred S. Ridley
Partner at Foley & Lardner LLP, age 72, independent director since 2018 and Chair of STWD’s Nominating and Corporate Governance Committee. He has 35+ years of legal and real estate experience, including coordination of acquisition and financing issues, environmental/coastal permitting, and negotiations of entitlements with government entities. Education: BA in Business Administration (University of Florida) and JD (Stetson University College of Law). Core credentials emphasize real estate law, hospitality, and governance committee leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foley & Lardner LLP | Partner; former national chair, Real Estate Practice; co-chair, Hospitality & Leisure Team; Sports Industry Team member; former Management Committee member | 2001–present | Led real estate practice; deep permitting/entitlements expertise |
| Annis Mitchell Cockey Edwards & Roehn, P.A. | Partner; Associate | 1984–2001 | Real estate and transactional law |
| Bucklew, Ramsey & Ridley, P.A. | Partner; Associate | 1980–1984 | Real estate law |
| IMG (sports management) | Professional staff | 1977–1980 | Sports industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Foley & Lardner LLP | Partner | 2001–present | Recognized by Chambers USA (2004–2023), Legal 500, Best Lawyers (Real Estate, Leisure & Hospitality), including 2024 “Lawyer of the Year” in Leisure & Hospitality (Tampa) |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; not listed on Audit or Compensation Committees and not shown on Investment Committee .
- Independence: Board determined Ridley is independent under NYSE standards .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings and all directors then in office attended the 2024 annual meeting .
- Nominating Committee activity: Committee met twice in 2024; oversees director selection, diversity attributes, independence, conflicts, and annual self-assessment process .
- Board leadership context: CEO serves as Chair; Lead Independent Director is Richard D. Bronson; regular executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Annual cash retainer | $110,000 |
| Nominating & Corporate Governance Committee Chair fee | $10,000 |
| Total cash earned | $120,000 |
- Non-executive director fee schedule includes Audit Committee chair/member fees, Compensation Committee chair/member fees, Nominating Committee chair/member fees, and Investment Committee member fee; Ridley’s cash reflects base retainer plus his chair fee .
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| Sep 30, 2024 | Restricted common stock | 6,870 | $140,011 | Vests on one-year anniversary of grant, subject to continued Board service |
- Equity is time-based RS, no options or performance metrics are disclosed for directors; Board raised the annual equity retainer for non-employee directors to $150,000 for 2025 (restricted shares, one-year vest) .
Other Directorships & Interlocks
| Relationship | Details | Governance View |
|---|---|---|
| Jaws Mustang Acquisition Corp. sponsor | Ridley invested in Mustang Sponsor LLC (SPAC sponsor to Jaws Mustang), owning <0.5% equity; Sternlicht is Founder/Chairman of Jaws Mustang | Board considered in independence review; Ridley deemed independent |
| Foley & Lardner fee flow via CMBS trusts | Foley collected $523,356 in 2024 from or on behalf of CMBS securitization trusts for which STWD subsidiary LNR acts as special servicer; no fees directly from STWD; Ridley did not perform/supervise work and does not receive fees; <0.1% of Foley revenue; one of ~57 firms; CCR oversight; LNR prohibited from kickbacks | Board concluded independence due to payment source, de minimis scale, lack of personal involvement, and trust-level engagement |
Expertise & Qualifications
- 35+ years real estate legal experience, including financing, environmental/coastal permitting, and entitlement negotiations .
- Recognitions: Chambers USA (Real Estate) 2004–2023; Legal 500 (Real Estate); Best Lawyers (Real Estate and Leisure & Hospitality) with 2024 Lawyer of the Year (Tampa, Leisure & Hospitality) .
- Education: BA (University of Florida), JD (Stetson University) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 44,165 |
| Unvested restricted shares included | 6,870 |
| Ownership percentage | <1% |
| Shares outstanding (basis) | 337,742,817 (as of Mar 3, 2025) |
- Director stock ownership guideline: at least 3× annual cash retainer; restricted stock counts toward compliance (individual compliance status not disclosed) .
Governance Assessment
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Independence and conflicts: Board affirmatively determined Ridley is independent after reviewing: (i) SPAC sponsor de minimis interest; (ii) Foley’s trust-level fees with no direct Company billing, no personal involvement, de minimis scale, and strong special servicer/CCR controls. Independence was maintained under NYSE standards, mitigating conflict risk .
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Committee leadership effectiveness: As Chair of Nominating & Corporate Governance, Ridley oversees director selection, independence/conflict vetting, and annual Board/committee self-evaluations, central to governance quality and risk oversight .
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Attendance and engagement: Met minimum attendance expectations; the Board held four meetings, and directors attended at least 75% of meetings and the annual shareholder meeting—supporting engagement .
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Alignment and incentives: Director remuneration is conventional—cash retainer plus time-based restricted stock with one-year vest; no meeting fees and no options/performance metrics, aligning tenure-based equity with shareholder value without encouraging short-termism .
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Policies and safeguards: Anti-hedging and insider trading policies in place; Section 16 compliance noted (only a late Form 4 for the CEO; no issues flagged for Ridley), supporting investor confidence .
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RED FLAGS:
- Related-party exposure via Foley trust-level fees—mitigated (trust pays, no personal involvement, de minimis scale, CCR oversight) but worth monitoring for scope/scale changes .
- SPAC sponsor interlock—minor equity (<0.5%) but interconnected with Chairman; continue to monitor for new sponsorships or transactions .
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Overall signal: Ridley’s legal and real estate governance expertise, independent status, and committee leadership bolster board effectiveness; disclosed relationships appear managed with appropriate controls, though continued oversight remains prudent for investor confidence .