Jeffrey G. Dishner

About Jeffrey G. Dishner

Jeffrey G. Dishner (age 60) has served on Starwood Property Trust’s Board since 2009 and is a senior executive of affiliates: Executive Vice President of SPT Management, LLC (the Manager) and, at Starwood Capital Group, President until April 1, 2025 and Vice Chairman effective April 1, 2025, reflecting deep real estate acquisitions and credit expertise . Dishner is not an independent director due to his executive roles with the Manager and Starwood Capital Group . He holds a BS in Economics from Wharton and an MBA from Dartmouth’s Tuck School .

Past Roles

External Roles

Board Governance

• Committee assignments: Investment Committee member; not a chair .
• Independence: Not independent due to executive roles at the Manager and Starwood Capital Group .
• Attendance: The Board met 4 times in 2024 and each director attended at least 75% of Board and committee meetings; all directors then in office attended the 2024 annual meeting . In 2023, the Board met 6 times and each director attended at least 75%; all directors then in office attended the 2023 annual meeting .
• Executive sessions: Regular executive sessions of non-executive and independent directors, presided over by the Lead Independent Director .
• Election outcomes (2025): Dishner received 165,955,693 “For” and 3,203,906 “Withheld” votes; nominees elected for one-year terms .

Fixed Compensation

Executive directors (including Dishner) do not receive Board compensation (cash retainers, committee fees, or director equity grants) .

Note: Non‑executive directors received $110,000 cash retainers and ~$140,000 equity in 2024 and $110,000 cash and ~$140,000 equity in 2023; these do not apply to Dishner .

Performance Compensation

No director performance-based compensation applies to Dishner (executive director; not eligible for non‑executive equity retainer) .

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in commercial real estate acquisitions, structured credit, securitizations and portfolio management, including leading global acquisitions at Starwood Capital Group .
• Education: BS Economics (Wharton), MBA (Tuck) .
• Committee expertise: Investment Committee member, contributing to evaluation/approval of large investments .

Equity Ownership

Notes: Percent of class based on total outstanding shares (313,873,770 in 2024; 337,742,817 in 2025) .

Governance Assessment

• Independence and conflicts: Dishner’s executive roles with the Manager and Starwood Capital Group render him non‑independent; Board formally determined his non‑independence . Related-party oversight is significant at STWD (external management, incentive fee and equity grants to Manager); independent directors approved the Management Agreement with Dishner recusing .
• Investment Committee influence: As a voting member, Dishner helps review certain investments ($250mm–$400mm equity require Investment Committee approvals; ≥$400mm require full Board approval), alongside Manager Investment Committee approvals, aligning strategy but raising potential approval interlocks given dual roles .
• Related-party exposures (Board-level red flags to monitor):
  • Condo construction loan (Jan 2025) to a borrower where an affiliate of the Manager is GP and 90% LP; Company lacks certain consent rights under co-lender agreement .
  • Sale of loan participations (Dec 2024) to a fund whose GP is a Manager affiliate; Company entitled to fees and carried interest distributions from the GP .
  • Multifamily mortgage trust (Jul 2024) acquisition where affiliates of the Manager are borrowers on 11 of 26 loans (~$495mm); Company consolidates the VIE, but cannot serve as special servicer for affiliate loans, limiting direct control .
  • Modified loan for luxury rental cabins where STWD’s CEO and another non‑independent director hold minority equity interests; interest deferrals and rate reduction granted; $147.8mm outstanding and $15.5mm deferred interest as of Dec 31, 2024 .
  • Office lease with entity controlled by STWD’s Chairman/CEO; $6.5mm payments in 2024; approved by independent directors after third‑party market review .
• Attendance/engagement: Board‑wide minimum attendance threshold met; consistent participation supports effectiveness .
• Section 16 compliance: Company disclosed a late Form 4 filing by Dishner (Aug 14, 2023) .

Say‑On‑Pay & Shareholder Feedback

Compensation Committee Analysis

• Composition: Independent directors (Bronson—Chair, Kumin, Harmon, Zelnick); 3 meetings in 2024 .
• Interlocks: No compensation committee interlocks required to be disclosed; Harmon involved in disclosed related‑party arrangements via Artemis; committee independence otherwise maintained .

Stock Ownership Guidelines (Directors)

• Board guideline: ≥3x annual Board cash retainer; restricted stock may count; applies to non‑executive directors and not to executive directors like Dishner . As of Mar 3, 2025, 48,090 unvested director shares outstanding under the plan (non‑executive directors) .

Governance Quality Signals

• Positive: Regular executive sessions, independent committee leadership, documented recusal on related‑party Management Agreement approvals, robust disclosure of related‑party transactions .
• Watch items: Extensive affiliate transactions and Manager equity awards/incentive fees; consent right limitations on certain affiliate loans; Board members with interests in borrower entities; late insider filing in 2023 .

Overall, Dishner’s deep real estate and credit expertise strengthens investment oversight, but his non‑independence and the breadth of related‑party activity heighten the need for continued robust committee‑level controls, recusals, and transparent disclosure to sustain investor confidence .