SEC Form DEF 14A filed by Safehold Inc. New

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Payment of Filing Fee (Check all boxes that apply):

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1114 Avenue of the Americas
39th Floor
New York, New York 10036

Notice of 2025 Annual Meeting of Stockholders

Items of Business

Record Date

The Board of Directors of Safehold Inc., a Maryland corporation, has fixed the close of business on March 21, 2025 as the record date for the determination of stockholders entitled to receive notice of and to vote at the annual meeting of stockholders (the “Meeting”) or any postponement or adjournment of the Meeting. Only holders of record of our common stock at the close of business on that date will be entitled to vote at the Meeting.

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How to Vote

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Contents

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Proposal 1 — Election of Directors

The Second Amended and Restated Bylaws (the “Bylaws”) of Safehold Inc., a Maryland corporation (the “Company”), provide that the total number of members of the Board shall consist of not less than the minimum number required by the Maryland General Corporation Law nor more than 15 members, with the precise number of directors to be determined by a vote of a majority of the entire board of directors (the “Board”). At present, the Board has fixed the number of members of the Board at 6. Jesse Hom, a current director, notified the Company that he will not seek re-election as a director at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and will resign from the Board effective immediately prior to the commencement of the 2025 Annual Meeting. In connection with Mr. Hom’s departure from the Board, the Board has determined to decrease the number of members of the Board to five, effective upon the effectiveness of Mr. Hom’s resignation.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated five directors for election at the 2025 Annual Meeting to serve until the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified. All of the nominees currently serve on our Board. The nominees for director are Jay Sugarman, Stefan Selig, Robin Josephs, Jay Nydick, and Barry Ridings.

On March 31, 2023, we completed the transactions contemplated by the Agreement and Plan of Merger, dated as of August 10, 2022 (“Merger Agreement”), between Safehold Inc., formerly known as iStar Inc. (“iStar”), a Maryland corporation and Safehold Inc., a Maryland corporation (“Old SAFE”), which was externally managed by an affiliate of iStar. Pursuant to the terms of the Merger Agreement, Old SAFE merged with and into iStar (the “Merger”), at which time Old SAFE ceased to exist, iStar continued as the surviving corporation, and iStar changed its name to “Safehold Inc.”

Candidates for Election as Director

Jay Sugarman, age 62, is our Chairman and Chief Executive Officer. He has served as a member of our Board since 1996, as our Chief Executive Officer since 1997, and as Chairman and Chief Executive Officer of Old SAFE from 2017 until consummation of the Merger. Prior to forming the Company, he managed private investment funds on behalf of the Burden family (a branch of the Vanderbilt family) and the Ziff family. Mr. Sugarman received an undergraduate degree summa cum laude from Princeton University, where he was nominated for valedictorian and received the Paul Volcker Award in Economics, and a M.B.A. with high distinction from Harvard Business School, graduating as a Baker Scholar and recipient of the Loeb Award in Finance and the Copeland Award and Gillette Prize in Marketing. Mr. Sugarman was nominated to serve on our Board based on his substantial business and executive leadership experience in building two public companies from inception as founder and Chief Executive Officer of both our Company and Old SAFE, as well as his financial, operational and real estate expertise.

Stefan Selig, age 62, is the founder and managing partner of BridgePark Advisors LLC, a strategic and financial advisory firm created in 2017. Since consummation of the Merger, Mr. Selig has served as our lead independent director. He served as lead independent director of Old SAFE from 2017 until consummation of the Merger. Mr. Selig served as Under Secretary of Commerce for International Trade at the U.S. Department of Commerce from June 2014 to June 2016, and during this period headed the International Trade Administration, a global bureau of more than 2,200 trade and investment professionals. During this period, he also served as the Executive Director of the Travel and Tourism Advisory Board, sat on the board of directors of the Overseas Private Investment Corporation, was a Commissioner for the Congressional Executive Commission on China and was the Executive Director of the President’s Advisory Council on Doing Business in Africa. Prior to that, he held various senior level leadership positions at Bank of America Merrill Lynch beginning in 1999, including being the Executive Vice Chairman of Global Corporate & Investment Banking from 2009 to 2014, and prior to that, he was Vice Chairman of Global Investment Banking and Global Head of Mergers & Acquisitions. Prior to joining Bank of America Merrill Lynch, he held various senior investment banking positions at UBS Securities and Wasserstein Parella & Co. and began his investment banking career at The First Boston Corporation. Mr. Selig currently serves as a director and a member of the Audit Committee and Compensation Committees of Simon Property Group (NYSE: SPG), and as a director of other private companies. Mr. Selig was also a director of 5E Advanced Materials, Inc. (NASDAQ: FEAM) from 2023 to 2024, a director and member of the Audit Committee of Venator Materials PLC (NYSE: VNTR) in 2023, a director and a member of the Audit Committee of Rotor Acquisition Corp. in 2021, a director and member of the Audit, Compensation and Nominating and Corporate Governance Committees of Tuscan Holdings Corp from 2019 to 2021, and a director of Entercom Communications Corp. from 2017 to 2021. Mr. Selig holds a B.A. in Economics from Wesleyan University, a General Course Certificate from the London School of Economics and Political Science, and an MBA from Harvard Business School. Mr. Selig was nominated to serve on our Board based on his extensive investment banking, government and economic policy experience.

Robin Josephs, age 65, has served as one of our Directors since 1998. Ms. Josephs served as our lead independent director from 2009 until consummation of the Merger, with duties that included presiding at all executive sessions of the independent directors and serving as principal liaison between the Chairman and the independent Directors. From 2005 to 2007, Ms. Josephs was a Managing Director of Starwood Capital Group L.P., a private equity firm specializing in real estate investments. Prior to that, Ms. Josephs was a senior executive with Goldman Sachs & Co. from 1986 to 1996 in various capacities. She served as a director of Old SAFE from 2017 until consummation of the Merger. She currently serves as a director, Chair of the Compensation Committee and a member of the Audit Committee of MFA Financial, Inc. (NYSE: MFA), which is primarily engaged in investing in residential mortgage-backed securities, as a director and member of the Audit Committee of Starwood Real Estate Income

Trust, Inc., a non-traded REIT. Ms. Josephs was also a director and a member of the Audit, Compensation and Nominating Committees of SVF Investment Corp. 2 from 2021 to 2023 and a director and a member of the Nominating and Corporate Governance Committee and Compensation Committee of QuinStreet, Inc. from 2013 to 2021. Ms. Josephs is a trustee of the University of Chicago Cancer Research Foundation. Ms. Josephs received a B.S. degree in Economics magna cum laude from the Wharton School (Phi Beta Kappa) and an M.B.A. degree from Columbia University. Ms. Josephs was nominated to serve on our Board due to her extensive experience as a director of public companies, her finance and accounting experience from her roles in investment banking and private equity, her capital markets experience and background in evaluating and managing real estate investments.

Jay Nydick, age 60, has been Co-Founder and Principal of Prospect Ridge Advisors LLC, a leading real estate investment manager, since 2019. He previously served as the Co-Head and Co-Chief Investment Officer of the Real Estate Investment Group at AB Global from 2009 until 2019. He served as a director of Old SAFE from 2017 until consummation of the Merger. Mr. Nydick was the president of the Company from November 2004 until September 2009. Prior to joining the Company, Mr. Nydick spent 14 years as an investment banker at Goldman, Sachs & Co. Mr. Nydick has significant experience in capital markets and commercial real estate. Mr. Nydick holds a bachelor’s degree from Cornell University where he graduated as a Presidential Scholar and an M.B.A. degree from Columbia University. Mr. Nydick was nominated to serve on our Board based on his significant experience in capital markets and commercial real estate.

Barry Ridings, age 73, has served as one of our Directors since 2011. Mr. Ridings retired as a Senior Advisor at Lazard Frères & Co. LLC on December 31, 2022, having previously served as Vice Chairman of U.S. Investment Banking and in other executive positions at the firm for more than 20 years. He has over 35 years of experience in debt and equity offerings, mergers and acquisitions and corporate restructurings. Mr. Ridings serves as a director of Republic Airways Holdings, a regional airline in the United States operating as American Eagle, Delta Connection and United Express and served as a director of Siem Offshore Inc. from 2020 to 2024, which operates a fleet of vessels that service offshore oil and gas and renewal energy markets. Mr. Ridings was a member of the Advisory Council for the Cornell University Johnson Graduate School of Business and is a director of the Catholic Charities of the Archdiocese of New York. Mr. Ridings has a B.A. in Religion from Colgate University and an M.B.A. in Finance from Cornell University. Mr. Ridings was nominated to serve on our Board due to his extensive experience in investment banking, restructuring, merger and acquisitions and capital markets.

Each of the nominees has consented to serve as a director if elected. If, at the time of the 2025 Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected.

We believe that our directors should satisfy several qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities and other attributes discussed below in “Director Nominations and Qualifications.” We also endeavor to have a Board that represents a range of qualities, skills, perspectives and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s business activities. The Board and the Nominating and Corporate Governance Committee of the Board considered the key experiences, qualifications, skills and attributes of the director nominees, described herein, in determining to recommend that they be nominated for election.

As described under “Direct Independence” below, all of the nominees, other than Mr. Sugarman, are independent under the standards prescribed by the New York Stock Exchange (“NYSE”).

Director Nominations and Qualifications

The Nominating and Corporate Governance Committee is charged with identifying potential Board members and recommending qualified individuals to the Board for its consideration. This committee is authorized to employ third-party search firms to identify potential candidates. In evaluating candidates, the Nominating and Corporate Governance Committee may consider, among other things:

The Board has committed that, when considering potential additions to our Board, the recruitment plan shall adequately ensure consideration of a candidate pool comprised of individuals from a variety of backgrounds.

The Nominating and Corporate Governance Committee also considers whether individuals satisfy the independence criteria set forth in the NYSE listing standards, as well as any special criteria applicable to service on various standing committees of the Board.

The Nominating and Corporate Governance Committee generally identifies nominees by first assessing whether the current members of the Board continue to provide the appropriate mix of knowledge, skills, judgment, experience, backgrounds and other qualities necessary to the Board’s ability to oversee and guide the business and affairs of the organization. The Board generally nominates for re-election current members of the Board who are willing to continue in service, collectively satisfy the criteria listed above and are available to devote enough time and attention to the affairs of the organization. When the Nominating and Corporate Governance Committee seeks new candidates for director roles, it seeks individuals with qualifications that will complement or enhance the experience, skills, and perspectives of the other members of the Board. The full Board (1) considers candidates that the Nominating and Corporate Governance Committee recommends; (2) considers the optimum size of the Board; (3) determines how to address any vacancies on the Board; and (4) determines the composition of all Board committees.

Required Vote

The vote of a plurality of all the votes cast at the 2025 Annual Meeting at which a quorum is present is sufficient for the election of a director. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. A “withhold” vote with respect to the election of directors will be considered present for purposes of determining the presence of a quorum, but because each of our directors is running unopposed, it will have no effect with respect to the outcome of the election of directors.

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Board Composition and Attributes

Some of the key attributes of our director nominees and key features of our Board composition are set forth below.

Director Tenure (including service on Board of the Company, f/k/a iStar,

and on Board of Old SAFE, since its inception in 2017)

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Corporate Governance

Board Leadership Structure

In determining the appropriate Board leadership structure the Board believes will be in the best interests of the Company, the Board takes into account a variety of factors, including the business circumstances and needs of the Company at a given time. Board leadership positions may be held by one individual or by two different individuals. If the Chairman is not an independent director, the Board will designate a lead independent director.

Our current leadership structure consists of a combined Chairman of the Board and Chief Executive Officer position, a lead independent director, independent directors who are actively involved and Board committees chaired by independent directors.

Role of the Chairman

Our Board believes it is in our best interests to have Mr. Sugarman serve as Chairman of our Board and Chief Executive Officer (“CEO”). When combined with the current composition of the Board, the use of a lead independent director, and the other elements of our corporate governance structure, the combined CEO and Chairman position strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs.

Mr. Sugarman is an experienced real estate executive and long-time employee with years of board experience. As CEO he has the primary responsibility of developing corporate strategy and managing our day-to-day business operations. As a Board member, he understands the responsibilities and duties of a director and is well positioned to (1) chair regular Board meetings; (2) provide direction to management regarding the needs and interests of the Company and opinions of the Board; and (3) help ensure that key business issues and stockholder matters are brought to the attention of the Board. As both CEO and Chairman, Mr. Sugarman promotes unified leadership and direction for the Board and management. In addition, strong corporate governance structure and process ensures our independent directors will continue to effectively oversee management and key issues such as strategy, risk and integrity. Board committees are comprised solely of independent directors. In this manner, independent directors oversee critical matters, including the integrity of our financial statements, the compensation of our CEO and management executives, management succession planning, financial commitments for capital projects, the selection and annual evaluation of directors, and the development and implementation of corporate governance and corporate responsibility programs.

Our Board and each Board committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as appropriate. The non-employee directors, all of whom are independent within the meaning of the NYSE listing standards, meet in executive session without management either before or after regularly scheduled Board and Board committee meetings to discuss various issues and matters including the effectiveness of management, as well as our performance and strategic plans.

Role of the Lead Independent Director

Every year, the independent members of the Board elect a lead independent director. Stefan Selig is currently designated as our lead independent director and, in that role, is responsible for the following duties:

The lead independent director is selected from among the non-employee directors. The Nominating and Corporate Governance Committee and management discuss candidates for the lead independent director position, and consider many of the same types of criteria as candidates for the chair of other Board committees including:

Board Refreshment

The Nominating and Corporate Governance Committee believes it is important to have a mix of directors with deep experience and understanding of our business as well as those who bring fresh perspectives. The Nominating and Corporate Governance Committee discusses board refreshment on an ongoing basis. In addition, the committee regularly assesses the size and composition of our Board to help ensure that the Board functions effectively given the size, history and complexity of our business. The Nominating and Corporate Governance Committee believes the current size and balance of tenure, diversity and skills of the Board (see “Board Composition and Attributes” above) are appropriate considering the need for our directors to communicate and act efficiently, the time commitment required of our directors and the nature of our strategic plans.

We recognize the value of nominating individuals who will bring a variety of opinions, perspectives, skills, experiences, backgrounds and orientations to the Board’s discussions and decision-making processes. An overriding principle is that all nominations to the Board should be based on merit and suitability of the candidate. Subject to those considerations, the Board recognizes the need to consider director candidates from different backgrounds.

As noted above in “Director Nominations and Qualifications”, our Board has committed that, when considering potential additions to our Board, the recruitment plan shall adequately ensure consideration of a candidate pool comprised of individuals from a variety of backgrounds.

Director Independence

Under our Corporate Governance Guidelines (as defined below), our Board will be comprised of a majority of directors who qualify as independent directors under the listing standards of the NYSE. Our Board has determined that each of the following non-employee directors and nominees qualifies as independent under applicable SEC rules and the listing standards of the NYSE: Jesse Hom, Robin Josephs, Jay Nydick, Barry Ridings and Stefan Selig.

In determining director independence, the Board considers all relevant facts and circumstances. Under the NYSE listing standards, no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with the Company, either directly or as a partner, stockholder, or officer of an organization that has a relationship with us. A material relationship is one that would interfere with the director’s exercise of independent judgment in carrying out his or her duties and responsibilities as a director.

The Nominating and Corporate Governance Committee ensures that there is a review of each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the Company. In making independence determinations, the Board also considered that certain directors are affiliated with certain of our stockholders and/or companies with which we do business.

No arrangement or understanding exists between any director and any other person or entity pursuant to which any director was, or is, to be selected as a director or nominee.

Nominations by Stockholders

The Nominating and Corporate Governance Committee is responsible for recruiting new directors. To contribute to that process, the Nominating and Corporate Governance Committee may solicit and consider suggestions and recommendations regarding possible nominees from current directors, management, or stockholders. In addition, we may retain professional search firms or consultants to help us identify potential directors with desired skills and disciplines.

Stockholder recommendations and nominations for election to the Board should be sent to the attention of our Corporate Secretary at the address provided under “Communications with the Board.” This correspondence should describe the candidate’s qualifications and include the candidate’s written statement of willingness to serve as a director. Stockholders also may nominate candidates directly by following the procedures specified in our bylaws for nominations and other stockholder proposals. See “When are stockholder proposals due for the 2026 annual meeting?” in this proxy statement.

Candidates recommended or nominated by stockholders will be considered in the same manner and using the same criteria as candidates identified by the Nominating and Corporate Governance Committee.

Stockholder Engagement

Stockholder engagement is an important element of management’s and the Board’s ongoing review and analysis of the Company’s business strategy, programs and policies. Investor outreach is a year-round process that involves both the Company’s management team and the Board. Members of our management team and the Board engage with stockholders to discuss strategy, performance, executive compensation, and other governance topics. These discussions with our investors provide valuable feedback that is shared with the full Board and management team and ultimately informs the Board’s decision-making processes.

Through our stockholder engagement, we provide investors with means of communicating their views, concerns, ideas and opinions to the Board and our senior management. Simultaneously, the process gives our Board and management an opportunity to share their perspectives on the Company, its historical performance and future strategic plans. Our engagement takes several forms, including individual meetings or calls, presentations at investor conferences and other communications.

The priority topics for our shareholder outreach this year was reporting on Safehold’s business and financial performance, and the continued evolution of our strategy to grow the modern ground lease industry.

Board’s Role in Risk Oversight

Due to the nature of our business, it is not possible or desirable to eliminate risk from our activities. Instead, we believe our focus should be on identifying, pricing, managing and monitoring risk, with the objective of achieving attractive, long-term, risk-adjusted returns. We have robust internal processes and a strong internal control environment designed to identify, manage, and mitigate material risks and to keep the Board and its committees informed with respect to risk management matters.

The Board’s role in risk oversight is consistent with our leadership structure generally.

The Board and its committees receive regular reports from members of senior management, outside auditors and internal audit firm on areas of material risk — including operational, IT, cybersecurity, ESG compliance, financial, legal, regulatory, strategic and reputational risk — in order to review and understand risk identification, risk management and risk mitigation strategies.

The Board and management are focused on risk management issues pertaining to our information systems and technology, including cybersecurity. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and includes among other things risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment, cybersecurity awareness training of our employees, incident response personnel and senior management, and a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents. Management reports regularly to the Board on the status of these initiatives. See “Cybersecurity” at page 13.

The Board and management are also focused on risk management pertaining to environmental, social and governance issues, including human capital issues. Our management is responsible for identifying and reporting material ESG and human capital risks to the Board. The Board, through the Nominating and Corporate Governance Committee and our Compensation Committee, exercises oversight of our identification, monitoring and management of ESG and human capital risks. We provide annually a Corporate Sustainability Report which includes an overview of our approach to sustainability and ESG issues. See page 12. For the avoidance of doubt, our Corporate Sustainability Report is not incorporated by reference into this Proxy Statement and is not otherwise included herein.

Board Evaluation Process

To ensure the effectiveness of the Board as a whole and its committees, our directors engage in an annual assessment of Board and committee performance. For the purpose of ensuring the effectiveness of the Board as a whole and its committees, an independent third-party interviews each director individually on a wide range of topics including:

The independent third-party typically summarizes the individual comments and assessments in an oral report to the Board in executive session. The Board utilizes the results of this process to help refine and improve the operations of the Board and its committees. For 2024, the annual assessment occurred during the first quarter of 2025 and results were reported to our Board for discussion in executive session.

Areas in which the recent Board and committee evaluations have led to further focus and enhancement include: additional presentations on various topics, continued focus on risk management with an emphasis on forward looking issues and continued focus on human capital and succession planning.

Board Meetings Held During 2024

During 2024, our Board held 8 meetings, either in person or by telephone conference call. Directors are expected to attend a majority of the Board meetings. Any director who does not serve on a particular committee is invited to attend committee meetings and all directors generally attend our Board committee meetings. All directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period in which they were members of our Board, and (ii) the total number of meetings of the Committees of our Board on which such directors served and that were held during the period in which they served. The Board also acts by unanimous written consent in appropriate circumstances. All directors are urged to attend annual meetings of stockholders and all six directors were present at the 2024 annual meeting of stockholders.

Executive Sessions

Directors meet in executive session at least quarterly without management present. The Audit Committee also meets in executive session at least quarterly, without management present, with representatives of our independent registered public accounting firm and with representatives of the accounting firm engaged to assist us in the preparation of our documentation, testing, and evaluation of internal controls over financial reporting.

Service on Other Boards

In view of the commitment of time and effort that is required of a director of a public company, our Board has established a guideline that its non-employee directors should not serve on the boards of more than four other public companies, including the Company, and that our Chief Executive Officer should not serve on the boards of more than two other public companies. Our Corporate Governance Guidelines additionally provide that any director who serves as the chief executive officer of another public company or in an equivalent position should not serve on more than two public company boards of directors in addition to the Board.

Majority Votes / Director Resignation Policy

Pursuant to our director resignation policy, in an uncontested election, an incumbent nominee for director who fails to receive a majority of the total votes cast for his or her election (i.e., more votes cast "for" than affirmatively "withheld") must offer to resign from the Board promptly following certification of the voting results. The Nominating and Corporate Governance Committee will consider any such resignation offer, determine whether to recommend acceptance of that resignation, and submit its recommendation for consideration by the Board. The director whose offer to resign is under consideration may not participate in any deliberation or vote of the Nominating and Corporate Governance Committee or the Board regarding the proposed resignation. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

Within 90 days after the results of the stockholder vote are certified, the Board will disclose its decision in a press release, filed with the Securities and Exchange Commission ("SEC"), or by other public announcement. If an incumbent director’s offer to resign is not accepted by the Board, such director will continue to serve until a successor is elected and qualifies, or until the director dies, resigns, retires, or is removed, whichever shall occur first. If a director’s offer to resign is accepted by the Board, then the Board, in its sole discretion, may fill the resulting vacancy pursuant to the Company’s Bylaws.

Defensive Measures Profile

Opt-Out from MUTA Provisions

Subtitle 8, Title 3 of the Maryland General Corporation Law — commonly referred to as the Maryland Unsolicited Takeover Act, or MUTA — permits companies to unilaterally classify their boards into staggered classes and adopt certain other takeover defense measures. Under our charter, the Company is prohibited from electing to be subject to those provisions, meaning we cannot implement the takeover defense measures they describe, unless such election is approved by the affirmative vote of a majority of the votes cast on the matter by our stockholders.

Stockholder Rights Plan

We do not have a stockholder rights plan, commonly known as a “poison pill,” in effect.

Governing Documents

Corporate Governance Guidelines

Our Board has approved a set of corporate governance guidelines (the “Corporate Governance Guidelines”) to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its stockholders. The Board reviews these guidelines and other aspects of our governance periodically as needed. A copy of the Corporate Governance Guidelines is available on the Company’s website at www.safeholdinc.com.

Code of Ethics and Conduct

The Board has adopted a Code of Ethics and Conduct that applies to the Company’s directors, officers and employees, a copy of which is available on the Company’s website at www.safeholdinc.com.

The Code of Ethics and Conduct sets forth the principles of conduct and ethics to be followed by our directors, officers, and employees. The purpose of the Code of Ethics and Conduct is to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations of law or the Code of Ethics and Conduct; accountability for adherence to the Code of Ethics and Conduct; consistent enforcement of the Code of Ethics and Conduct; protection for persons reporting any questionable behavior; protection of the Company’s legitimate business interests; and confidentiality of information entrusted to our directors, officers and employees. Directors, officers and employees are required to acknowledge that they have received and will comply with the Code of Ethics and Conduct. We post on our website all disclosures that are required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or NYSE listing standards concerning any amendments to, or waivers from, any provision of the Code of Conduct.

Disclosure Committee

Our Disclosure Committee is made up of members of our executive management and senior staff. The purpose of the Disclosure Committee is to oversee our system of disclosure controls and to assist and advise the Chief Executive Officer and Chief Financial Officer in making the required certifications in SEC reports. The Disclosure Committee was established to bring together on a regular basis representatives from our core business lines and employees involved in the preparation of our financial statements. These individuals meet quarterly, or otherwise as needed, to discuss any issues or matters they believe should be considered for disclosure in our public SEC filings, and to review our draft periodic SEC reports before they are filed. The Disclosure Committee reports to our Chief Executive Officer and, as appropriate, to our Audit Committee.

The Disclosure Committee has adopted a written charter to memorialize the committee’s purpose and procedures. A copy of the charter will be provided, without charge, to any stockholder who requests one.

Succession Planning

Our Board has primary responsibility for developing and reviewing succession plans for the Chairman and CEO position. The Board periodically reviews and discusses succession plans for each senior management position, including recommendations and evaluations of potential successors to fill these positions. Our Compensation Committee annually reviews the performance of our CEO and reports to the independent directors of the Board. The Compensation Committee also periodically reviews, and reports to the Board, on our management development and succession planning practices and strategies.

Our Chairman and CEO reports to the Board regularly, and at least annually, assessing the members of the executive leadership team. These reports, developed in consultation with the Compensation Committee, include a discussion about development plans for the Company’s executive officers and senior officers to help prepare them for future succession and contingency plans.

Communications with the Board

Interested parties, including stockholders, are welcome to communicate with our lead independent director, the other independent Board members or the Chair of any committee of the Board, by e-mail or regular mail. All communications should be sent:

Our Corporate Secretary will review each communication directed to the Board or individual directors. The Corporate Secretary will forward all appropriate communications received, or a summary of such communications, to the appropriate Board member(s). Our Corporate Secretary has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to inappropriate communications including abusive, repetitive, or in bad taste communications or communications that present safety or security concerns. Communications we receive that relate to accounting, internal accounting controls or auditing matters will be referred to the Audit Committee unless the communication is directed otherwise. You may communicate anonymously and/or confidentially.

Environmental, Social & Governance (“ESG”) Practices and Programs

Overview

We publish an annual Corporate Sustainability Report (CSR), which may be found on our website at https://www.safeholdinc.com/investors/esg/. For the avoidance of doubt, neither our Corporate Sustainability Report nor any disclosures included on our company website are incorporated by reference into this Proxy Statement, nor are either otherwise included herein. Our CSR provides an overview of the ESG issues that we prioritize and the strategic and forward-thinking steps we have taken in ESG practices that we consider most relevant to our business and stakeholders both now and into the future, including the following (however, our approach to these matters is in some instances informed by third-party frameworks or other stakeholder expectations such that the information may not necessarily be material for purposes of our SEC filings):

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ESG Governance and Leadership

Our Board is responsible for overseeing ESG factors as part of its risk management including climate related risk and opportunities and strategic business planning responsibilities. All members of our executive leadership team are actively engaged in how Safehold approaches and manages ESG risks and opportunities.

Cybersecurity

We continue to pursue our digital transformation and are completing our multi-year phased cyber security and information technology program. Our initial efforts targeted stabilizing our infrastructure, commencing our data migration to the Cloud and defining our capability roadmap. More recently, we are focused on modernizing our overall technology platform, an important component of supporting our future growth. Our key initiatives include:

Our Board exercises its oversight of cybersecurity risk management primarily through the Audit Committee. Management provides periodic reports to the Audit Committee, at regular Audit Committee meetings throughout the year, on relevant cybersecurity issues. We have not experienced any material cybersecurity or information security breaches and, accordingly, have not incurred any material expenses due to information security breach penalties or settlements. We maintain cyber liability insurance coverage to mitigate against risks of cyber-attacks and other information security breaches.

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Board Committees

Our Board has four standing committees — Audit, Compensation, Nominating and Corporate Governance and Investment — made up entirely of independent directors. The Audit, Compensation, and Nominating and Corporate Governance Committees have adopted charters that meet applicable standards prescribed by the NYSE. These charters are available on our website at https://ir.safeholdinc.com/corporate-governance#governance-documents.

Our Board appoints special committees from time to time, as necessary.

The directors serve on each committee as follows:

Audit Committee

Robin Josephs (Chair)
Barry W. Ridings
Stefan Selig

Compensation Committee

Barry W. Ridings (Chair)
Jay Nydick
Stefan Selig

Nominating and Corporate Governance Committee⁽¹⁾

Jesse Hom (Chair)
Robin Josephs
Barry W. Ridings

Investment Committee⁽¹⁾

Jay Nydick (Chair)
Jesse Hom
Robin Josephs

The Audit Committee is responsible, among other things, for the following matters:

The Board, in its judgment, has determined that all members of our Audit Committee meet the independence requirements of the SEC and the NYSE. The Board has also determined that each member of the Audit Committee qualifies as an “audit committee financial expert” within the meaning of the rules of the SEC and that each member of our Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE. The Audit Committee held six meetings during 2024.

The Compensation Committee is responsible for overseeing our executive compensation programs. The principal responsibilities of the Compensation Committee include:

The Board has determined that all members of our Compensation Committee are independent for purposes of NYSE listing standards. The Compensation Committee held five meetings during 2024.

The Nominating and Corporate Governance Committee is responsible, among other things, for the following matters:

The Board has determined that all members of our Nominating and Corporate Governance Committee are independent for purposes of NYSE listing standards. The Nominating and Corporate Governance Committee held four meetings during 2024.

The Investment Committee is responsible, among other things, for considering and, if appropriate, approving on behalf of the Board any proposed ground lease investment by the Company in an amount greater than $100 million (based on the size of the Company’s total commitment) in any transaction or series of related transactions.

The Investment Committee did not meet during 2024.

Compensation Committee Interlocks and Insider Consideration

During 2024, each of Messrs. Ridings, Nydick and Selig served on our Compensation Committee, with Mr. Ridings serving as Chair. Messrs. Ridings and Selig have not at any time been one of our executive officers or employees. Mr. Nydick was the president of the Company (then known as iStar) from November 2004 until September 2009. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Compensation Committee or Board.

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Director Compensation

We maintain a compensation program for our non-employee directors under which each non-employee director receives the amounts described below for their service on the Board. Mr. Hom has waived any compensation for his service as a director. Mr. Sugarman who is also an employee of the Company and Mr. Alvarado, who was an employee of the Company and a director until February 2024, received no compensation for their services as director. The following sets forth the terms of the compensation program:

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Directors do not receive additional fees for attending Board or committee meetings.

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The table below summarizes the compensation information for our non-employee directors who served during the fiscal year ended December 31, 2024.

Messrs. Sugarman is not included in this table as he is a named executive officer and receives no additional compensation for his service as director. Mr. Alvarado, who was a named executive officer and director until February of 2024, similarly did not receive compensation for his service as a director while serving. Mr. Hom has waived any compensation for his service as a director.

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As of December 31, 2024, our directors held the following aggregate amounts of previously-awarded shares of our Common Stock and CSEs:

Robin Josephs: 29,326 CSEs

Barry W. Ridings: 2,599 CSEs

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As of December 31, 2024, our directors held the following aggregate amounts of previously-awarded shares of our Restricted Stock Units:

Stefan M. Selig: 11,030

Robin Josephs: 7,090

Barry W. Ridings: 7,090

Jay S Nydick: 7,090

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In addition, Robin Josephs and Barry W. Ridings received additional CSEs credited in respect of dividend distributions paid on a share when dividends are declared.

Amounts included in the “All Other Compensation” column include any matching gifts made by us on behalf of the director and the fair market value of CSEs credited in respect of dividend distributions.

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Senior Executives

Biographical information for Jay Sugarman, our Chairman and Chief Executive Officer, is set forth under “Candidates for Election as Director” above. Biographical information for our other executive officer is set forth below:

Brett Asnas, age 41, currently serves as our Chief Financial Officer and is our principal accounting officer. Mr. Asnas was promoted to such position in February 2022 after serving as our Executive Vice President and Head of Capital Markets since 2018. Mr. Asnas is responsible for overseeing capital markets, investor relations, treasury, finance, accounting, tax, strategy, information technology and ESG. He manages relationships across investment banks, investors and lenders, rating agencies and analysts. He directs the finance and accounting group’s budgeting, forecasting, management and performance reporting and strategic analysis. Mr. Asnas has vast experience in debt and equity capital markets across single asset, portfolio and corporate transactions. Mr. Asnas joined the Company in 2008 and previously held positions in the real estate private equity business at Fortress Investment Group, the real estate investment banking division at Nomura Securities, as well as structured finance advisory at Ernst & Young LLP. Mr. Asnas holds a B.S. degree in Finance from the School of Management at Binghamton University.

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Indemnification

Our charter permits us, and our Bylaws obligate us, to indemnify and advance expenses to our present and former directors and officers who are made, or threatened to be made, a party to or witness in a proceeding by reason of their service in that capacity, to the maximum extent permitted by Maryland law.

We have additionally entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify the individual indemnitee to the fullest extent permitted by our charter and Maryland law against certain liabilities (including settlements) and expenses actually and reasonably incurred by them in connection with any threatened or pending legal actions, proceedings and investigations to which they are made a party because of their status as a director, officer or agent of the Company, or because they serve as a director, officer or agent of another company at the Company’s request.

To supplement these indemnification provisions, we have obtained directors and officers liability insurance, which covers our directors and executive officers.

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Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board, with the concurrence of the Board, has selected Deloitte & Touche LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2025. Our governing documents do not require stockholder ratification of the Audit Committee’s selection of independent registered public accounting firm, however, the Board is submitting the selection of independent registered public accounting firm to the stockholders for ratification. We expect a representative of Deloitte & Touche LLP, or Deloitte, to attend the 2025 Annual Meeting. The representative may make a statement, and will respond to appropriate questions.

Accounting Fees and Services

Fees paid to Deloitte, our independent registered public accounting firm for the fiscal year ended December 31, 2024 and 2023, were as follows

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Audit Fees.

These fees were incurred for professional services rendered in connection with integrated audits of our consolidated financial statements and our internal control over financial reporting, limited reviews of our unaudited consolidated interim financial statements and comfort letters.

Audit-Related Fees.

The 2024 fees were incurred for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not disclosed under “Audit Fees.”

Tax Fees.

These fees were incurred for professional services rendered in connection with tax compliance, tax advice, and tax planning. These services included income tax compliance and related tax services.

Our Audit Committee is responsible for retaining and terminating our independent registered public accounting firm and for approving the performance of any non-audit services by the independent registered public accounting firm. In addition, the Audit Committee is responsible for reviewing and evaluating the qualifications, performance, and independence of the lead partner of the independent registered public accounting firm and for presenting its conclusions on those matters to the full Board.

The Audit Committee has the sole authority to approve all audit engagement fees and terms, as well as significant non-audit services, involving the independent registered public accounting firm. During fiscal 2024, the Audit Committee approved all audit engagement fees and terms involving Deloitte, as well as all significant non-audit services performed by Deloitte.

Pre-Approval Policies and Procedures.

In accordance with its charter and applicable rules and regulations adopted by the SEC, our Audit Committee reviews and pre-approves any engagement of the independent registered public accounting firm to provide audit, review or attest services or non-audit services and the fees for any such services, unless the engagement is entered into pursuant to appropriate pre-approval policies established by the Audit Committee or if such service falls within available exceptions under SEC rules. All of the fees described in the table above were pre-approved by the Audit Committee.

Required Vote

Stockholder ratification of the appointment of Deloitte as our independent registered public accounting firm is not required by our bylaws or otherwise. However, the Board is submitting the selection of Deloitte to stockholders for ratification as a matter of good corporate governance practice. Furthermore, the Audit Committee will take the results of the stockholder vote regarding Deloitte’s appointment into consideration in future deliberations. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company. Ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2025 will require the affirmative vote of a majority of all the votes cast at the 2025 Annual Meeting at which a quorum is present. For purposes of this vote, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. Because brokers have discretionary voting authority with regard to this proposal under the rules of the NYSE, we do not expect any broker non-votes in connection with this proposal.

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Report of the Audit Committee

The Audit Committee oversees the financial reporting process of Safehold Inc. a Maryland corporation (“Safehold”) on behalf of the board of directors (the “Board”) in accordance with our charter. The board has determined that all members of the Audit Committee meet the independence requirements of both the Securities and Exchange Commission, or SEC, and the New York Stock Exchange, or NYSE. The board also has determined that all members of the Audit Committee are “audit committee financial experts” within the meaning of the SEC rules, and are financially literate and have accounting or related financial management expertise, as such qualifications are defined under NYSE rules. We operate under a written charter approved by the Board, consistent with the corporate governance rules issued by the SEC and the NYSE. The Audit Committee charter is available on Safehold’s website at www.safeholdinc.com (under “Investors” and then “Governance & Proxy”) and will be provided in print, without charge, to any stockholder who requests a copy.

Safehold’s management is responsible for executing the financial reporting process and preparing the quarterly and annual consolidated financial statements, including maintaining a system of internal controls over financial reporting, as well as disclosure controls and procedures.

The Audit Committee is directly responsible for the appointment, compensation, retention, oversight, and termination of the external auditors. The Audit Committee has appointed Deloitte & Touche LLP, or Deloitte, an independent registered public accounting firm, to audit Safehold’s consolidated financial statements for the year ending December 31, 2025.

The independent registered public accounting firm is responsible for auditing the effectiveness of Safehold’s internal controls over financial reporting and for expressing its opinion thereon, in addition to auditing the annual consolidated financial statements and expressing an opinion whether those financial statements conform to generally accepted accounting principles in the United States. The Audit Committee also approved the engagement of an accounting firm to assist management in preparing documentation, testing and evaluating internal controls over financial reporting, and reviewing the performance of those controls. The Audit Committee does not prepare financial statements or conduct audits.

Safehold appointed Deloitte to audit Safehold’s consolidated financial statements for the year ending December 31, 2024. In its capacity as Safehold’s independent registered public accounting firm for 2024, Deloitte issued a report on the consolidated financial statements as of and for the year ended December 31, 2024. In connection with the December 31, 2024, audited consolidated financial statements, the Audit Committee:

Based on the reviews and discussions above, and subject to the limitations on the role and responsibilities of the Audit Committee, and in the Audit Committee charter in effect in 2024, we recommended to the Board that the Safehold audited consolidated financial statements for 2024 be included in Safehold’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. The Board approved the Audit Committee’s recommendation.

Submitted by the Audit Committee

Robin Josephs (Chair)

Barry Ridings

Stefan Selig

The above report will not be deemed to be incorporated by reference into any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934 except to the extent that we specifically incorporate the same by reference.

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Proposal 3 — Advisory Resolution to Approve Named Executive Officer Compensation (Say-on-Pay)

We are asking stockholders to approve, on an advisory basis, the Company’s executive compensation as reported in this proxy statement (Say-on-Pay). Although this advisory vote is non-binding on the Company, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. At our 2023 annual meeting of stockholders, our stockholders recommended, and our Board determined to hold a Say-on-Pay advisory vote every year. Unless the Board or the Compensation Committee modifies the determination on the frequency of future Say-on-Pay advisory votes, the next Say-on-Pay advisory vote will be held at our 2026 annual meeting of stockholders.

We encourage stockholders to read the entire Compensation Discussion and Analysis section of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers.

The Compensation Committee and the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Company’s recent and sustainable long-term success.

RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Required Vote

The affirmative vote of a majority of all the votes cast at the 2025 Annual Meeting at which a quorum is present is required for the advisory resolution to approve executive compensation. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The Company’s executive compensation program in effect for 2024 was the product of the comprehensive review undertaken by our Compensation Committee in recent years and the extensive stockholder outreach seeking feedback and input to ensure that our compensation program was aligned with shareholder interests and concerns. This Compensation Discussion and Analysis (“CD&A”) details how our executive compensation program was designed and operated for our named executive officers (“NEOs”), who in 2024 included the following individuals:

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This Compensation Discussion and Analysis discusses our historical compensation program and practices in effect for 2024, supplemented by information regarding certain compensation actions taken after December 31, 2024.

Compensation Philosophy and Guiding Principles

Our compensation programs are designed to foster a strong pay-for-performance culture by ensuring we balance emphasis on near-term and long-term performance. The Compensation Committee, and the Board as a whole, believe this approach is essential given the nature of our portfolio of assets and investment opportunities.

We strive to provide our employees with meaningful reward opportunities while maintaining alignment with stockholder interests and business imperatives. In setting and overseeing the compensation of our executive officers, the Compensation Committee believes our compensation philosophy is best enacted by designing programs and policies to achieve three core objectives:

Response to 2024 Say-on-Pay Proposal

At our 2024 annual meeting of stockholders, our say-on-pay proposal received support from approximately 71% of the votes cast on the proposal, reflecting shareholder support for our fiscal 2023 executive compensation program. As we evaluated our compensation practices for fiscal 2024, we were mindful of the support our stockholders expressed for our program. We believe the lower than historical support on our say-on-pay vote was due to the one-time Merger related awards, accelerated vesting of restricted stock units following the closing of the Merger, and iPIP termination and distributions. Each of these elements were one-time and non-recurring and not part of the 2024 or go-forward compensation plan.

2024 Compensation Program

Our executive compensation program for 2024 consisted of three primary components:

For the named executive officers, the Compensation Committee determines the amounts of these compensation components annually after considering:

Each compensation component is discussed below.

Base Salaries

The Compensation Committee reviews the annual base salaries of our NEOs at the beginning of every year. Base salaries of our NEOs who served during 2024 are shown below.

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The base salaries for Messrs. Sugarman and Mr. Alvarado for 2024 were set at the same level as in 2023. The 12.5% base salary increase for Mr. Asnas in February 2024 was due to recognition of his past performance and an increase in responsibilities in his role.

Performance-Based Pay

The Compensation Committee allocates pay among base salary, short-term incentives, and long-term incentives to emphasize performance-based, variable compensation. This mix ensures the appropriate alignment of executive compensation with financial performance and shareholder value creation.

Annual Incentive Plan (AIP)

Our NEOs, as well as our other employees, are eligible to earn an annual incentive award if we achieve performance goals approved by the Compensation Committee. In the beginning of 2024, the Committee discussed and approved performance and payout opportunity levels under the AIP after a multi-step process of reviewing our current strategy, business plans and budgets, headcount and roles, and other relevant factors. In 2024, the Compensation Committee approved the Strategic Framework Success Rate scorecard to determine AIP funding.

The Strategic Framework Success Rate is a scorecard that assesses performance relative to five predetermined goals directly linked to our strategic framework, as follows:

At the beginning of 2024, the Compensation Committee set the target performance metrics set forth in the table below. In addition, the Compensation Committee originally set the AIP pool threshold, target and high funding levels at $11.7m, $14.7m and $17.7m, respectively. In July 2024, the Committee elected to decrease the AIP pool threshold, target and high funding levels to $10.2m, $13.2m and $16.2m respectively, adjusting for certain personnel realignment and decreased employee headcount. At year-end, the Compensation Committee determined actual performance achieved during 2024 for each of these performance metrics as indicated by the Outcome column of the table:

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NOTES:

Based on the actual performance achieved during 2024 compared to the target performance metrics and corresponding AIP pool target funding levels established by the Compensation Committee, the Compensation Committee approved funding for the final 2024 AIP pool at the reduced target level of $13.2 million. Volatility in interest rates negatively impacted transaction volume in the general commercial real estate sector which the Compensation Committee did not anticipate when it set the performance goals at the beginning of 2024. The Compensation Committee determined that increased liquidity and multiple positive credit outcomes in 2024 were important to set up the Company for a strong 2025. The Compensation Committee determined it was appropriate to fund the pool at this level to recognize the contributions of the employees in a challenging environment, to maintain competitiveness in the market and to retain and incentivize the Company’s employees, all of whom participate in this plan.

AIP Awards for 2024 (Approved and Paid in February 2025)

For services during 2024, 26% of our AIP pool was awarded to our NEOs and paid in February 2025 in a mix of stock 79% and cash 21%. The stock was awarded under the Company’s 2009 Amended and Restated Long-Term Incentive Plan (the “2009 LTIP”) and vested immediately upon the grant. 74% of the pool was used to reward and recognize non-NEO employees.

In approving individual AIP awards to our NEOs for services in 2024, the Compensation Committee took into consideration the contributions and accomplishments of each NEO, including their performance with reference to specific individual goals developed for each executive, including the following:

The following table lists the AIP awards granted to our NEOs for their services during 2024. As shown, Mr. Sugarman’s AIP award was granted entirely in equity, at the discretion of the Company.

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LTIP

We have granted equity-based awards under the 2009 LTIP as deemed appropriate to enhance retention and shareholder alignment and promote long-term equity ownership. In 2024, the Compensation Committee approved long-term incentive compensation to Mr. Asnas in the form of restricted stock units (“RSUs”) that cliff vest on the third annual anniversary of the grant date. No other equity grants were made to the named executive officers during 2024.

2024 Restricted Stock Unit Awards

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Other Equity Compensation Arrangements

CARET Performance Incentive Plan

During the third quarter of 2018, Old SAFE adopted, and in the second quarter of 2019, its stockholders approved, the Caret Performance Incentive Plan (the “Original Caret Performance Incentive Plan”). Grants under the Original Caret Performance Incentive Plan were subject to vesting based on time-based service conditions and hurdles relating to Old SAFE’s common stock price, all of which were satisfied as of December 31, 2023. In connection with the Merger, certain of Old SAFE’s former executive officers (including our NEOs), have entered into re-vesting agreements pursuant to which the executives have agreed to subject 25% of their previously vested Caret units to additional vesting conditions which will be satisfied on March 31, 2025, subject to the applicable executive’s continued employment through such date. In the event of a termination of the executive’s employment by the Company without “cause”, or due to the executive’s death, disability or retirement, the unvested Caret units shall continue to vest as and when the vesting conditions described above are satisfied.

As part of a restructuring in connection with the Merger (the “Caret Restructuring”), Safehold Operating Partnership LP converted into a Delaware limited liability company and renamed itself “Safehold GL Holdings LLC” (“Portfolio Holdings”), with the Company as its managing member. The Company conducts all of its business and owns all of its properties through Portfolio Holdings. In addition, holders of Caret units in Old SAFE’s subsidiary, Caret Ventures LLC (“Caret Ventures’), contributed their interests in Caret Ventures to Portfolio Holdings in return for Caret units issued by Portfolio Holdings. In connection with the consummation of the Merger and the Caret Restructuring, Old SAFE, Caret Ventures and CARET Management Holdings LLC assigned each Award Agreement (as defined in the Original Caret Performance Incentive Plan) relating to outstanding Caret unit awards to Portfolio Holdings pursuant to the Omnibus Assignment, Assumption and Amendment Agreement, dated as of March 31, 2023 (the “Caret Assignment Agreement”).

Following the effectiveness of the Caret Assignment Agreement, Old SAFE amended and restated the Original Caret Performance Incentive Plan (the “Amended Caret Performance Incentive Plan”). The new Caret units evidence a separate class of membership profit interests in Portfolio Holdings, designated as “Caret units”, under the Limited Liability Company Agreement of Portfolio Holdings.

As of April 1, 2025,128,746 Caret units were reserved and available for issuance under the Amended Caret Performance Incentive Plan plus any Caret units which are subject to awards outstanding which become available for issuance under the Amended Caret Performance Incentive Plan if an award expires or is cancelled, forfeited or otherwise terminated or as a result of any forfeitures under any of the re-vesting arrangements described above.

Prior to the Merger, the Old SAFE compensation committee, and following the Merger, the Board, approved awards of 76,801 new Caret units to executive officers and other employees, other than Messrs. Sugarman and Alvarado, including 15,000 Caret units to Mr. Asnas. The new Caret unit awards were granted immediately following the Merger and the effectiveness of the Amended Caret Performance Incentive Plan, and cliff vest on the fourth anniversary of their grant date if the Company’s common stock has traded at an average per share price of $60.00 or more for at least 30 consecutive trading days during that four-year period.

Upon the resignation of Mr. Alvarado, he forfeited 101,875 Caret units.

As of April 1, 2025, Amended Caret Performance Incentive Plan participants held 1,371,254 Caret units, representing 14.4% of the then-outstanding Caret units and 11.4 % of the then-authorized Caret units, which includes 735,000 Caret units, representing 7.74% of the then-outstanding Caret units and 6.13% of the then-authorized Caret units, and 35,000 Caret units, representing 0.37 % of the then-outstanding Caret units and 0.29% of the then-authorized Caret units, held directly and indirectly by Messrs. Sugarman and Asnas respectively.

Risk and Compensation

We believe that both the Company and our individual employees should focus on identifying, pricing, managing, and monitoring risk, with the objective of achieving attractive, long-term, risk-adjusted returns for our shareholders. Our compensation program is designed to support and motivate our employees in achieving this objective without encouraging excessive risk-taking. We believe the following attributes contribute to an executive compensation program that does not create risks that are reasonably likely to have a material adverse effect on the Company.

Severance Payments

Mr. Alvarado did not receive any severance payments or other benefits in connection with his resignation. Upon his resignation, he forfeited all outstanding restricted stock units.

Compensation Governance

In addition to structuring our compensation programs with objective, predetermined goals, and providing for direct oversight by our Compensation Committee, we employ a number of features to enhance our compensation governance, as described below.

Stock Ownership Guidelines

Our non-employee directors, executive officers, and other senior officers are expected to maintain equity ownership interests having at least minimum prescribed values. Our ownership guidelines in effect for 2024 are as follows:

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Non-employee directors and officers have five years from the date they are elected to the board or appointed to an officer position, as the case may be, to satisfy the ownership guidelines. All of our non-employee directors and named executive officers are currently in compliance with the guidelines.

Clawback Policy

We have a “clawback” policy that is reflected in the provisions of certain incentive compensation awards. If we determine that an employee has engaged in fraud, willful misconduct, or violation of a company policy, and we further determine that misconduct caused or contributed to a material restatement or adjustment of the Company’s financial results within two years after the period presented, or caused a material negative revision of a financial measure used to determine incentive compensation, the Compensation Committee will review performance-based compensation awarded to that employee and, if appropriate, seek recoupment of an appropriate portion of such award.

In addition, in accordance with the requirements of the NYSE listing standards, we maintain the Safehold Inc. Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), an executive officer clawback policy that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former “Section 16 officer” of the Company, as defined in Rule 16a-1(f) under the Exchange Act (a “Covered Officer”), in the event of an accounting restatement. Unless an exception applies, the Company will recover reasonably promptly from each Covered Officer the applicable erroneously paid incentive compensation received by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as provided in the Clawback Policy.

Insider Trading Policies and Procedures

The federal securities laws prohibit a company’s directors, officers, employees and other “insiders” from engaging in securities trading on the basis of material, non-public information. It is our policy, without exception, to comply with all applicable laws and regulations in conducting our business, including in respect of any purchases or sales of our securities by us. The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. We impose “blackout periods” on a quarterly basis, and otherwise as appropriate, that prohibit insiders from trading in our securities, and require that any trading by an insider must be approved in advance by our compliance officer. A copy of our Insider Trading Policy is attached as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Equity Grant Practices

Tax Considerations

Section 162(m) of the Internal Revenue Code generally limits tax deductibility of compensation paid by a public company to its chief executive officer and certain other highly compensated executive officers to $1 million annually. Prior to enactment of the Tax Cuts and Jobs Act in November 2017, Section 162(m) included an exception for performance-based compensation that meets specific requirements. This exception has now been repealed, subject to certain grandfathered exceptions, which means employers generally lose the deduction for compensation to covered executives in excess of $1 million. Notwithstanding the loss of the exception for performance-based compensation, the Compensation Committee generally intends to continue to utilize the grandfathering rule under the Tax Cuts and Jobs Act where available. However, the Compensation Committee reserves the right to pay nondeductible compensation.

Roles and Responsibilities in Setting Named Executive Officer Compensation

Compensation Committee

The Compensation Committee is currently made up of three independent directors and reports to the Board.

The Compensation Committee reviews and approves overall compensation philosophy and strategy, as well as the compensation programs in which executive officers participate. Ultimately, the Compensation Committee is responsible for:

To that end, at the beginning of each year the Compensation Committee works with the CEO to set company performance goals and benchmarks for individual executive performance that we expect will positively influence shareholder value. At the end of each year, the Compensation Committee, taking into consideration the CEO’s recommendations for his direct reports, determines and approves specific compensation amounts for our executive officers.

With respect to the CEO, the Compensation Committee annually:

When appropriate, members of the Compensation Committee engage with shareholders and other stakeholders to seek input on executive compensation matters.

The Compensation Committee has authority to retain independent compensation consultants and legal counsel to assist it in fulfilling its obligations.

Independent Compensation Consultant

Pay Governance, an independent executive compensation consultant, was retained by the Compensation Committee for 2024 to provide consulting advice on matters of governance and executive compensation.

As requested by the Compensation Committee, Pay Governance performs the following services:

Chief Executive Officer

The CEO is supported by other members of the senior management team in setting goals and measuring company and individual performance.

The CEO works with the Company’s other executive officers to set performance goals for the company and individual executives, as appropriate, at the beginning of each year. Using that collective insight, the CEO recommends incentive plan designs and goals for the Compensation Committee’s review and approval.

The CEO makes recommendations to the Compensation Committee regarding compensation for the NEOs after reviewing the Company’s overall performance and each executive’s personal contributions. The CEO incorporates numerous qualitative factors into his recommendations. The CEO does not participate in the Committee’s executive session discussions or deliberations related to his own compensation.

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Compensation Committee Report

The Compensation Committee of Safehold Inc., a Maryland corporation (the “Company” or “Safehold”) reviewed and discussed the Compensation Discussion and Analysis that is required by the Securities and Exchange Commission rules with the Company’s management. Based upon this review and discussion, the Compensation Committee has recommended to Safehold’s board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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Chief Executive Officer Pay Ratio

For 2024, the ratio of the annual total compensation of Mr. Sugarman, our CEO, to the median of the annual total compensation of all of our employees other than our CEO (“Median Annual Compensation”) was 2 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K using the data summarized below. For purposes of this disclosure, we refer to the employee who received Median Annual Compensation as the “Median Employee.” The date used to identify the Median Employee was December 31, 2024.

To identify the Median Employee, we first determined our employee population as of December 31, 2024. On that date, the Company and our consolidated subsidiaries collectively had 74 employees. This number includes both full-time and part-time employees, but not independent contractors or “leased” workers. We then measured compensation for the period beginning on January 1, 2024 and ending on December 31, 2024 for these employees. This compensation measurement was calculated by totaling, for each employee, including salary, bonuses and grant date fair value of equity awards as shown in our payroll and human resources records for 2024. We annualized compensation for any employee who worked for less than the full year.

For purposes of calculating this ratio, we used the total compensation of $644,601 reported for Mr. Sugarman in the Summary Compensation Table for 2024. Median Annual Compensation for 2024 was $276,477. This amount was calculated by totaling all applicable elements of compensation for our Median Employee for 2024 in accordance with Item 402(c)(2)(x) of Regulation S-K.

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Executive Compensation Tables and Other Information

Summary Compensation Table

The following table and the accompanying footnotes set forth compensation information for the past three years for our named executive officers who served during 2024:

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(a)The value of the dividends paid on the vested Units was not factored into the grant date fair value previously reported for such Units.

Grants of Plan-Based Awards

The following table includes information on plan-based awards granted to our named executive officers who served during 2024.

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