Richard D. Bronson
About Richard D. Bronson
Richard D. Bronson (age 80) is Lead Independent Director of Starwood Property Trust (STWD), serving on the Board since 2009; he is Chairman of The Bronson Companies, a Beverly Hills-based real estate development, investment and advisory firm (2000–present) . He brings over 30 years of U.S. commercial real estate development experience (100+ projects) and previously served as President of New City Development, an affiliate of Mirage Resorts overseeing initiatives outside Nevada . He is independent under NYSE rules and currently serves as STWD’s Lead Independent Director, presiding over executive sessions of non-executive/independent directors and coordinating independent oversight of the Board agenda and materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bronson Companies, LLC | Chairman | 2000–present | Leads real estate development/investments; 100+ projects across U.S. |
| New City Development (Mirage Resorts affiliate) | President | Prior role (dates not specified) | Oversaw company’s new business initiatives outside Nevada |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Starwood Real Estate Income Trust, Inc. (SREIT) | Director | Current | Public non-listed REIT; affiliate of STWD’s manager; STWD noted related loan participation with SREIT where Mr. Bronson is a director |
| Invitation Homes Inc. | Director | Current | Public single-family rental REIT |
| Mirage Resorts | Former Director | Former | Former public board |
| TRI Pointe Group, Inc. (successor to TRI Pointe Homes) | Former Director | Former | Former public board; affiliate of Company was shareholder |
| Non-profit/Advisory (selected) | Advisor/Trustee roles | Various | UCLA Neurosurgery Advisory Board; former Trustee/VP ICSC; prior roles at The Forman School and The Archer School for Girls |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent by the Board (2025 review) |
| Current Board Role | Lead Independent Director; presides over executive sessions of non-executive/independent directors |
| Committees | Audit Committee (member); Compensation Committee (Chair); Nominating & Corporate Governance Committee (member) |
| Compensation Equity Subcommittee | Member of special Equity Awards Subcommittee with Kumin and Zelnick (final approval for 16a-1 officers, directors, and Manager awards) |
| Committee Meeting Cadence (2024) | Audit: 4 meetings; Compensation: 3; Nominating & Corporate Governance: 2 |
| Board Meetings (2024) | 4 meetings; each director attended at least 75% of Board and committee meetings on which they served |
| Lead Independent Director Duties | Approves agendas/schedules/materials for independent directors, presides over meetings when Chair absent, liaises between Chair and independent directors, can call independent sessions |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Policy Amount ($) | Bronson Roles | 2024 Cash Earned ($) |
|---|---|---|---|
| Annual cash retainer | 110,000 | Director | 110,000 |
| Lead Independent Director fee | 40,000 | Lead Independent Director | 40,000 |
| Compensation Committee Chair | 15,000 | Chair | 15,000 |
| Audit Committee member | 10,000 | Member | 10,000 |
| Nominating & Corp. Gov. member | 2,500 | Member | 2,500 |
| Investment Committee member | 2,500 | Not listed for Bronson | — |
| Total cash fees (reported) | — | — | 177,500 (matches itemized roles) |
- Director compensation table shows Bronson received $177,500 in cash fees and $140,011 in stock awards in 2024, totaling $317,511 .
- Annual equity retainer increased to $150,000 for 2025 (restricted shares vesting after one year) .
Performance Compensation (Director Equity)
| Grant | Grant Date | Instrument | Shares/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director equity grant (all non-exec directors) | Sep 30, 2024 | Restricted common stock | 6,870 shares; $140,011 value | One-year cliff at 1-year anniversary (service-based) | Closing price $20.38 on grant date; each NED held 6,870 unvested shares at 12/31/2024 |
- Director equity awards are time-based (no performance metrics); no option awards; reimbursement of reasonable travel expenses .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other current public company boards | SREIT (public non-listed) and Invitation Homes |
| Compensation Committee interlocks | None required to be disclosed for 2024; committee members (Bronson, Kumin, Harmon, Zelnick) not officers/employees; only Ms. Harmon had Item 404 related transactions (not Bronson) |
| Service on other boards policy | Board assesses total commitments; Audit Committee membership cap policy for serving on other audit committees (≤2 other public-company audit committees) |
Expertise & Qualifications
- Real estate development, investment, and advisory experience across 100+ projects; provides insight into commercial real estate markets and potential investments .
- Leadership/governance: Lead Independent Director; Compensation Committee Chair; member of Audit and Nominating & Corporate Governance Committees .
- Considered for re-nomination despite surpassing the age threshold for annual review (77+), with the committee citing unique real estate expertise; nominated at age 80 for 2025 election .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Notes |
|---|---|---|
| Richard D. Bronson | 98,685 | Includes 6,870 unvested restricted shares; includes 15,000 shares owned by spouse; <1% of outstanding |
| Shares outstanding (for % calc) | 337,742,817 | As of March 3, 2025 |
| Ownership guidelines | At least 3x annual Board cash retainer (time to comply: 5 years from election or 2011 guideline start) | |
| Anti-hedging | Policy prohibits transactions in company/affiliate securities without prior legal approval; anti-hedging policy reiterated |
- Section 16(a) compliance: Company believes all directors complied in 2024; only a late Form 4 was noted for Mr. Sternlicht (not Bronson) .
Potential Conflicts and Related-Party Exposure (Governance Signals)
- Independence assessment (Bronson-specific): Board considered (i) relationship between STWD and Invitation Homes (affiliate shareholder) where Bronson serves as director, (ii) Bronson’s <0.5% equity interest in Mustang Sponsor LLC (sponsor to Jaws Mustang Acquisition Corp., founded/chairman by STWD’s CEO), and (iii) a transaction noted under “Loan Interest Participation” (see below) .
- SREIT loan participation: In April 2024, STWD acquired from SREIT (affiliated REIT where Bronson is a director and Sternlicht is Chairman) a £176.0m first mortgage loan participation at fair value (par less 1% discount), increasing STWD’s participation to £513.0m at year-end; Board discloses the affiliation explicitly .
- External management structure: Compensation Committee (chaired by Bronson) oversees Manager-related equity awards and reviews the Management Agreement annually; Committee considers risk that incentive fees tied to Core/Distributable Earnings could encourage risk-taking, and states it evaluates risk exposure factors when granting equity to the Manager .
Governance Assessment
- Positives:
- Strong independent leadership as Lead Independent Director; presides over regular executive sessions, controls independent director agenda-setting, and acts as liaison to Chair/CEO .
- Deep real estate expertise aligned with STWD’s core strategy; long tenure since 2009 supports continuity and institutional knowledge .
- Active governance roles: Compensation Committee Chair and member of Audit and Nominating & Corporate Governance Committees; Compensation Equity Subcommittee member .
- Board reports all directors met ≥75% attendance in 2024 and holds regular independent sessions .
- Watch items / RED FLAGS to monitor:
- Related-party ecosystem: Bronson’s directorship at SREIT and the 2024 loan participation transaction between STWD and SREIT elevate conflict optics; Board acknowledged this in independence review (transparent disclosure is positive, but ongoing monitoring of similar transactions is warranted) .
- SPAC sponsor interest: Small (<0.5%) interest in Mustang Sponsor LLC linked to Chair/CEO’s SPAC; Board considered this in independence determination (de minimis but noted) .
- External manager incentives: Structure includes base (1.5% of shareholder equity) and incentive fees tied to Core/Distributable Earnings; Committee discloses risk oversight steps, but incentive alignment with risk appetite remains a governance sensitivity, especially given the Compensation Committee’s remit under Bronson’s chairmanship .
- Age/tenure: At age 80, Bronson exceeds the 77+ threshold for annual service review; the Nominating Committee re-nominated him citing unique expertise. Succession planning and refreshment are relevant to ongoing board effectiveness .