SEC Form DEF 14A filed by Star Holdings Shares of Beneficial Interest

Table of Contents

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:

​

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

​

​

Table of Contents

​

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

Notice of 2024 Annual Meeting of Shareholders

​

Items of Business

​

Record Date

The Board of Trustees (the “Board”) has fixed the close of business on March 27, 2024 as the record date for the determination of shareholders entitled to receive notice of and to vote at the annual meeting or any postponement or adjournment of the meeting. Only holders of record of our common shares of beneficial interest at the close of business on that date will be entitled to vote at the annual meeting.

​

​

​

​

Table of Contents

​

How to Vote

​

​

​

​

​

Table of Contents

​

Contents

​

​

​

​

​

​

​

Table of Contents

​

Proposal 1 — Election of Trustees

Star Holdings was formed to succeed to the legacy non-ground lease real estate assets of iStar Inc. (“iStar”). On March 31, 2023, iStar completed its transition to a ground lease focused business through the merger of iStar and Safehold Inc., a ground lease company previously founded by iStar (the “Merger”). iStar continued as the surviving corporation in the Merger and changed its name to “Safehold Inc.” (“Safe”).

Immediately prior to the closing of the Merger, iStar completed a series of reorganization and separation transactions (collectively, the “Spin-Off”). To effectuate the Spin-Off: (i) iStar contributed its remaining legacy non-ground lease assets, 13,522,651 shares of common stock of Safehold Inc. previously owned by iStar and certain other assets to us; and (ii) iStar distributed 100% of our common shares of beneficial interest to holders of common stock of iStar by way of a pro rata distribution of 0.153 common shares of the Company for each outstanding share of iStar common stock held on the record date of the distribution.

Following the Spin-Off, we became an independent, publicly traded company. Our common shares commenced regular-way trading on the Nasdaq Global Market (the “Nasdaq”) under the symbol “STHO” on March 31, 2023. We are externally managed by a wholly-owned subsidiary of Safe (the “manager”). We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2020, and, as such, are allowed to provide more limited information in this proxy statement than an issuer that is not an emerging growth company.

Our business strategy is to focus on realizing value for our shareholders primarily by maximizing cashflows through active asset management and asset sales. We expect to make certain investments to complete development at our Asbury and Magnolia Green properties, but we do not otherwise currently expect to make material new investments or acquire material new assets.

The Board has nominated trustees Clifford De Souza, Richard Lieb and Nina Matis to be elected to hold office for a term of one year, until the next annual meeting and until their successors have been elected and qualified. All nominees are presently serving as trustees. If a nominee becomes unavailable to serve as a trustee for any reason, the shares represented by any proxy will be voted for the person, if any, who may be designated by the Board to replace that nominee. At this time, the Board has no reason to believe that any nominee will be unavailable to serve as a trustee if elected. The Board has determined that Mr. De Souza, Mr. Lieb, and Ms. Matis are independent within the standards prescribed by The Nasdaq Global Market (“Nasdaq”). 

Candidates for Election as Trustee

Nina B. Matis, age 76, has served as our lead trustee since March 31, 2023. She was the Vice Chairman, Executive Vice President and Chief Legal Officer of iStar until 2019. Ms. Matis served as iStar’s chief legal officer from 2009 to 2019, as chief investment officer from 2007 to 2018, as general counsel from 1996 to 2009 and as executive vice president from 1999 to 2017. Her core responsibilities included overseeing key corporate legal decisions and litigation strategy, helping shepherd strategic initiatives across multiple functions and helping develop succession talent. Ms. Matis previously served as a partner in the law firm of Katten Muchin Rosenman LLP, as well as serving as head of the national real estate group and on the executive and compensation committees. Ms. Matis previously served as a director of New Plan Excel Realty Trust, Inc. She is a director of Signature Theater Company, Thomas Cole House, a National Historic Landmark that includes the home and the studio of painter Thomas Cole, and National Partnership for Women & Families, a nonprofit, nonpartisan 501(c)(3) organization and serves on the advisory board of The Fisher Center at Bard College. Ms. Matis received a B.A. degree, with honors, from Smith College and a J.D. degree from New York University School of Law. Ms. Matis’ legal skill set and experience in a broad array of directorships allow her to provide diverse and valuable perspectives to our board of trustees. 

Clifford De Souza, age 62, has served as our trustee since March 31, 2023. Previously he served as a director of iStar until the time of the Spin-Off. Mr. De Souza was previously the Chief Executive Officer of MUFG Securities International, where he was responsible for all international securities and investment banking operations including Capital Markets, Secondary Trading, Technology and Operations. Prior to that, he was the Chief Investment Officer at Citigroup Alternative Investments, where he managed over $40 billion in private equity, real estate, structured product, and hedge fund assets, and Global Head Emerging Markets at UBS/SBC Warburg Dillon Read. He has extensive public company executive and senior leadership experience and familiarity with balance sheets, finance and accounting practices. He holds a B.A. from Cambridge University and a Ph.D. from the University of Maryland. Mr. De Souza’s skill set and experience in a broad array of industries as well as his financial expertise allow him to provide diverse and valuable perspectives to our board of trustees. 

Richard Lieb, age 64, has served as our trustee since March 31, 2023. Previously he served as a director of iStar from April 2019 until the time of the Spin-Off. Mr. Lieb also currently serves on the boards of AvalonBay Communities, Inc. and Orion Office REIT and has prior experience serving on the boards of CBL Properties, Inc. and VEREIT, Inc. Mr. Lieb served as Chief Financial Officer of Greenhill & Co. from 2008 to 2012 and Head of Real Estate Investment Banking from 2005 to 2018 and as a Senior Advisor from 2018 until June 2023. Prior to Greenhill & Co., Mr. Lieb served as Head of Real Estate Investment Banking at Goldman Sachs & Co. from 2000 to 2005. He has over 35 years of experience focusing on advisory

​

​

Table of Contents

​

opportunities in the real estate industry and his work has covered the full range of investment banking services for nearly all property sectors, including strategic advisories, IPOs and other securities offerings, asset purchases and sales, property financings, restructurings and M&A. Mr. Lieb holds a B.A. from Wesleyan University and an M.B.A. from Harvard Business School. Our board of trustees believes that Mr. Lieb’s extensive business and real estate industry knowledge and experience make him well-suited to serve on our board of trustees.  

Each of the nominees has consented to serve as a trustee if elected. If, at the time of the 2024 Annual Meeting, any nominee is unable or declines to serve as a trustee, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board of Trustees, 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. Proxies cannot be voted for more than three persons.

We believe that our trustees 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 “Trustee Nominations and Qualifications.” We also endeavor to have a Board that represents a range of qualities, skills, diverse 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 considered the key experiences, qualifications, skills and attributes of the trustee nominees, described herein, in determining to recommend that they be nominated for election.  

As described under “Direct Independence” below, all of the nominees, are independent under the standards prescribed by The Nasdaq Global Market (“Nasdaq”). 

Trustee 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. Our board of trustees is responsible for selecting candidates for election as trustees based on the recommendation of the Nominating and Governance Committee. The Nominating and Governance Committee is authorized to employ third-party search firms to identify potential candidates. In evaluating candidates, the Nominating and Corporate Governance Committee expects to consider, among other things, a candidate's:

☐Degree of independence from management

☐Judgment, accountability and integrity

☐Diversity, age, background, skills and experience

☐Personal qualities, high ethical standards and characteristics, accomplishments, and reputation in the business community

The Nominating and Governance Committee will consider the criteria described above in the context of an assessment of the perceived needs of the board of trustees as a whole. The Nominating and Corporate Governance Committee also considers whether individuals satisfy the independence criteria set forth in the listing rules of Nasdaq, 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, diversity 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 trustee roles, it intends to seek individuals with qualifications that will complement or enhance the experience, skills, diversity and perspectives of the other members of the Board and enable the Board to remain effective, collegial and responsive.

​

​

Table of Contents

​

Required Vote

The vote of a plurality of all the votes cast at the 2024 Annual Meeting at which a quorum is present is necessary for the election of a trustee. For purposes of the election of trustees, 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 trustees will be considered present for purposes of determining the presence of a quorum, but because each of our trustees is running unopposed, it will have no effect with respect to the outcome of the election of trustees.  

​

​

​

​

​

Table of Contents

​

Board Composition and Attributes

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

​

​

​

​

​

Table of Contents

​

Corporate Governance

Board Leadership Structure

In determining the appropriate Board leadership structure it believes will be in the best interests of the organization and shareholders, the Board takes into account a variety of factors, including our business strategy and our business circumstances and needs at a given time. Since all of our trustees are independent trustees, our board leadership is also independent. Our Board has designated Nina Matis to serve as the lead trustee.

Role of the Lead Trustee  

Our lead trustee is responsible for the following duties:  

☐Presides at all meetings of the Board and all executive sessions of the independent trustees 

☐Acts as advisor to CEO and direct liaison between CEO and independent trustees 

☐Plans, reviews, and approves Board meeting agendas and information presented to the Board 

☐Calls meetings of the trustees as appropriate 

☐Contributes to annual CEO performance review and assists with succession planning 

☐Consults with the Nominating and Corporate Governance Committee on the Board’s evaluation process  

☐Participates in consultations and direct communication with major shareholders and their representatives when appropriate 

☐Performs such other duties as the Board may determine from time to time 

The lead trustee is selected from among the non-employee trustees. In recommending a lead trustee, the Nominating and Corporate Governance Committee considers criteria including:  

☐Tenure  

☐Previous service as a Board committee chair  

☐Diverse background and experience  

☐Participation in and contributions to activities of the Board  

☐Ability and willingness to commit adequate time to the role 

Board Refreshment

The Nominating and Corporate Governance Committee believes it is important to have a mix of trustees with appropriate experience and an understanding of our business strategy. The Nominating and Corporate Governance committee assesses the size and composition of our Board to help ensure that the Board functions effectively given our business strategy and the size of our company. 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 trustees to communicate and act efficiently, the time commitment required of our trustees, the nature of our strategy and the size of our company.  

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 trustee candidates from different backgrounds. The charter of the Nominating and Corporate Governance Committee and our Corporate Governance Guidelines identify diversity as one factor the committee may consider when nominating a candidate for election to the Board. To that end, the committee strives for diversity not just in terms of innate factors like gender, race and age, but also in the categories of background, experience, skills, accomplishments, personal qualities and specific traits that would contribute to our Board.  

​

​

Table of Contents

​

As noted above in “Trustee Nominations and Qualifications”, our Board has committed that, when considering potential additions to our Board, the recruitment plan shall adequately ensure consideration of a diverse candidate pool based on race, gender and other groups that have been historically underrepresented on corporate boards. 

Trustee Independence

Our Board has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of Nasdaq. Our Board has determined that all of our current trustees are independent. Specifically, each of the following trustee nominees qualifies as independent under Nasdaq rules and satisfies our independence standards: Clifford De Souza, Richard Lieb and Nina Matis. In determining the independence of our trustees, our Board considered all transactions in which we and any trustee had any interest, including those discussed under “Certain Relationships and Related Transactions”. 

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

Nominations by Shareholders

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

Shareholder 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 trustee. Shareholders also may nominate candidates directly by following the procedures specified in our bylaws for nominations and other shareholder proposals. See “When are shareholder proposals due for the 2024 annual meeting?” in this proxy statement.  

Candidates proposed by shareholders will be considered in the same manner and using the same criteria as candidates identified by the Nominating and Corporate Governance Committee. 

Shareholder Engagement

Shareholder 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. Shareholder engagement may involve both the Company’s executive management team, senior staff of our manager and the Board. Such individuals and the Board may engage with shareholders to discuss strategy, performance and governance related 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. Our engagement takes several forms, including individual meetings or calls and other communications. The priority topic for our shareholder engagement this past year has been the strategic rationale around monetization of our assets, liquidity and risk management. 

Board’s Role in Risk Oversight

As with every business, we confront and must manage various risks, including risks related to our assets and business strategy. Pursuant to our charter and bylaws and the Maryland General Corporation Law, our business and affairs are managed under the direction of our board of trustees. Our Manager is responsible for the day-to-day management of risks we face, while our board of trustees, as a whole and through its committees, has responsibility for establishing broad corporate policies for our overall performance and for the direction and oversight of our risk management. Our manager has implemented internal processes and an 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 committees of our Board assist the full Board in risk oversight by addressing specific matters within the purview of each committee. The Board and its committees receive regular reports from our manager, members of senior management, outside auditors and internal audit firm on areas of material risk — including operational, IT, ESG compliance, financial, legal, regulatory, strategic and reputational risk — in order to review and understand risk identification, risk management and risk mitigation strategies.  

​

​

Table of Contents

​

While each committee is responsible for evaluating certain risks and overseeing the management of those risks, our full Board keeps itself regularly informed regarding such risks through regular committee reports, discussions with the manager and otherwise. We are confident the leadership structure of our Board supports effective and efficient risk management and oversight. 

The Board and our manager are focused on risk management issues pertaining to the information systems and technology we use, including cybersecurity. Our manager has implemented initiatives intended to identify and, if necessary, remediate weaknesses in our information security; enhance internal cyber awareness training programs; and improve access to key information for the purpose of promoting operational efficiencies in data management. Representatives of the manager report regularly to the Board on the status of these initiatives. See “Cybersecurity” at page 9.

Board Evaluation Process

Our trustees engage in an annual assessment of the effectiveness of the Board, as a whole, and its committees. The assessment is led by a third party and covers a number of topics including:

☐Board and committee structure and composition  

☐communications between management, the Board, and its committees  

☐information furnished to the Board  

☐the Board’s relationship with management 

☐the effectiveness of the Board and its committees.  

The Board utilizes the results of this process, as well as other discussions it holds periodically in executive sessions and otherwise, to help refine and improve the operations of the Board and its committees. For the first annual period after the spin-off, the formal annual assessment occurred during the first quarter of 2024 and was discussed by the Board in executive session. The annual assessment and the Board's other periodic discussions have resulted in enhancements in the reporting provided by the manager to the Board.

Board Meetings Held During 2023

During 2023, our Board held 9 meetings, either in person or by telephone conference call. Trustees are expected to attend a majority of the Board meetings. All trustees 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 of Trustees, and (ii) the total number of meetings of the Committees of our Board on which such trustees served and that were held during the period in which they served. The Board also acts by unanimous written consent in appropriate circumstances. All trustees are urged to attend annual meetings of shareholders. The 2024 annual meeting of shareholders is the inaugural meeting.  

Executive Sessions

Trustees 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 trustee of a public company, our Board has established a guideline that its non-employee trustees should not serve on the boards of more than four public companies, including the Company, and that our Chief Executive Officer should not serve on the boards of more than two other public companies. 

​

​

Table of Contents

​

Majority Votes / Trustee Resignation Policy

Pursuant to our trustee resignation policy, in an uncontested election, an incumbent nominee for trustee 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 trustee 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 trustee’s resignation.  

Within 90 days after the results of the shareholder vote are certified, the Board will disclose its decision in a press release, filing with the Securities and Exchange Commission ("SEC"), or by other public announcement. If an incumbent trustee’s offer to resign is not accepted by the Board, such trustee will continue to serve until a successor is elected and qualifies, or until the trustee dies, resigns, retires, or is removed, whichever shall occur first. If a trustee’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. 

Shareholder Rights

We do not have a shareholder rights plan, commonly known as a “poison pill,” in effect and our board of trustees has adopted a policy that our board may not adopt any shareholder rights plan unless the adoption of the plan has been approved by the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of trustees, except that our board of trustees may adopt a shareholder rights plan without the prior approval of our shareholders if our board, in the exercise of its duties, determines that seeking prior shareholder approval would not be in our best interests under the circumstances then existing. The policy further provides that if a shareholder rights plan is adopted by our board without the prior approval of our shareholders, the shareholders rights plan will expire on the date of the first annual meeting of shareholders held after the first anniversary of the adoption of the plan, unless an extension of the plan is approved by our shareholders.

We have one class of common shares authorized and outstanding. In addition, our board of trustees is not staggered, with each of our trustees subject to re-election annually.

Governing Documents

Corporate Governance Guidelines  

Our Board has approved a set of corporate governance guidelines to assist the Board in the exercise of its responsibilities and to serve the interests of the Company and its shareholders. 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.starholdingsco.com. 

Code of Ethics and Conduct  

In connection with the Spin-Off, Star Holdings adopted a Code of Ethics and Conduct that applies to the Company’s trustees, officers and employees, a copy of which is available on the Company’s website at www.starholdingsco.com.  

The Code of Ethics and Conduct sets forth the principles of conduct and ethics to be followed by our trustees, 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 trustees, officers and employees. Trustees, officers and employees are required to acknowledge that they have received and will comply with the Code of Ethics and Conduct. We will disclose any material changes to the Code of Ethics and Conduct, and any waivers that are approved for trustees or executive officers, in our public SEC filings and on our website within four business days of any such event. 

​

​

Table of Contents

​

Disclosure Committee

Our Disclosure Committee is made up of members of our executive management and senior staff of our manager. 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 of our manager 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 shareholder who requests one. 

Communications with the Board

Interested parties, including shareholders, are welcome to communicate with our lead trustee, 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 to:

​

Our Chief Legal Officer and our Corporate Secretary will review each communication directed to the Board or individual trustees. These officers will forward all appropriate communications received, or a summary of such communications, to the appropriate Board member(s). Our Chief Legal Officer and Corporate Secretary have 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

We and our manager recognize the importance of ESG issues and incorporate consideration of ESG issues into our decision-making processes. 

Our manager’s Corporate Sustainability Report (CSR) is published annually and is found on its website at https://www.safeholdinc.com/investors/esg/.  The information contained on, or accessible from, our manager’s website does not form a part of and is not incorporated by reference into this Proxy Statement.

Cybersecurity

Our Board exercises its oversight of cybersecurity risk management primarily through the Audit Committee. Our manager provides periodic reports to the Audit Committee, at regular Audit Committee meetings throughout the year, on relevant cybersecurity issues. The manager has not experienced any material cybersecurity or information security breaches related to the Company and, accordingly, we have not incurred any 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.

Our manager is in the midst of completing a multi-year phased cyber security and information technology program, from which we expect to benefit because we rely on the manager for the implementation of our cyber security policies and programs. The initial efforts targeted stabilizing the

​

​

Table of Contents

​

manager's infrastructure, commencing data migration to the Cloud and defining its capability roadmap. More recently, the manager is focused on modernizing its overall technology platform. The manager's key initiatives include:

Whistleblower Policy

We are committed to full and accurate financial disclosure in compliance with applicable laws and regulations. Our Audit Committee has adopted policies and procedures governing the receipt, retention and treatment of complaints regarding our accounting, internal accounting controls or auditing matters, and to project the confidential anonymous reporting of employee concerns regarding accounting or auditing matters.

​

​

​

​

Table of Contents

​

Board Committees

Our Board has three standing committees — Audit, Compensation and Nominating and Corporate Governance— made up entirely of independent trustees. The Audit, Compensation, and Nominating and Corporate Governance Committees have adopted charters that meet applicable standards prescribed by Nasdaq. These charters are available on our website at https://www.starholdingsco.com/corporate-governance/governance-overview, and will be provided in print, without charge, to any shareholder who requests copies.  

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

The trustees serve on each committee as follows: 

Audit Committee

Clifford De Souza (Chair)  
Richard Lieb  
Nina Matis  

Compensation Committee

Nina Matis (Chair)  
Clifford De Souza 
Richard Lieb 

Nominating and Corporate Governance Committee

Richard Lieb (Chair)  
Clifford De Souza 
Nina Matis 

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

​

​

Table of Contents

​

The Board, in its judgment, has determined that all members of our Audit Committee meet the independence requirements of the SEC and the rules of the Nasdaq. The Board has also determined that Mr. De Souza 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, as interpreted by the board of trustees in its business judgment. The Audit Committee held 5 meetings during 2023.  

The Compensation Committee is responsible for reviewing the performance of, and the compensation and expense reimbursements payable to our manager under our management agreement. We do not have any employees, we do not pay our named executive officers, and, except for two accounting personnel of our manager who are dedicated to providing services to us, we do not reimburse our manager for any personnel compensation. Our Compensation Committee does not currently make any recommendations regarding the base salaries, annual incentive bonuses or long-term compensation awards paid to our named executive officers by our manager.   

The Board has determined that all members of our Compensation Committee are independent for purposes of the standards defined by the Nasdaq rules. The Compensation Committee held three meetings during 2023.  

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

The Nominating and Corporate Governance Committee held three meetings during 2023.  

​

​

​

​

Table of Contents

​

Trustee Compensation

We maintain a compensation program for our non-employee trustees under which each non-employee trustee receives the amounts described below for their service on the Board. The following sets forth the terms of the compensation program effective as of April 1, 2023:

​

Trustees do not receive additional fees for attending board or committee meetings.

The table below summarizes the compensation information for our non-employee trustees who served during the fiscal year ended December 31, 2023.

​

​

​

​

​

Table of Contents

​

Senior Executives

Biographical information for our executive officers is set forth below:

Brett Asnas, age 40, currently serves as our and our manager’s Chief Financial Officer and principal accounting officer. Mr. Asnas has served as the Chief Financial Officer of our manager since February 2022. He previously served as our manager’s Executive Vice President and Head of Capital Markets since 2018. Mr. Asnas is responsible for overseeing capital markets, investor relations, treasury, finance, accounting, 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 our manager 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. 

Jay Sugarman, age 61, is our manager’s Chairman and Chief Executive Officer and our Chief Executive Officer. He has served as a member of our manager’s Board since 1996, as our manager’s Chief Executive Officer since 1997, and as our manager’s Chairman and Chief Executive Officer of Safehold Inc. from 2017 until consummation of the Merger. Prior to forming our manager, 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.  

​

​

​

​

​

Table of Contents

​

Indemnification

We have entered into indemnification agreements with each of our trustees 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 trustee, officer or agent of the Company, or because they serve as a trustee, officer or agent of another company at the Company’s request.

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

​

​

​

​

Table of Contents

​

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

The Audit Committee of the Board of Trustees, 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, 2024, subject to ratification by our shareholders. We expect a representative of Deloitte & Touche LLP, or Deloitte, to attend the 2024 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, 2023 and 2022, were as follows:

​

​

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 2023 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.” These audit-related fees included fees related to Deloitte’s evaluation of iStar’s historical non-ground lease related businesses, including real estate finance, operating properties and land and development, review of the Form 10 (and amendments) filed with SEC in connection with the Spin-Off and related transactions and review of other SEC filings.

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 (subject, if applicable, to shareholder ratification) 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 2023, 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. The fees described in the table above relating to the Form 10 and other services provided prior to the Spin-Off were approved by iStar’s audit committee. Fees incurred after the Spin-Off were pre-approved by the Audit Committee.

​

​

​

Table of Contents

​

Required Vote

Shareholder 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 shareholder for ratification as a matter of good corporate governance practice. Furthermore, the Audit Committee will take the results of the shareholder 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, 2024 will require the affirmative vote of a majority of all the votes cast at the 2024 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 Nasdaq, we do not expect any broker non-votes in connection with this proposal. 

​

​

​

​

​

​

​

Table of Contents

​

Report of the Audit Committee

The Audit Committee oversees the financial reporting process of Star Holdings on behalf of the board of trustees 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 Nasdaq. The board also has determined that Mr. De Souza, member of the Audit Committee, is an “audit committee financial expert” within the meaning of the SEC rules, and that each member of our Audit Committee is financially literate, as interpreted by the board of trustees in its business judgment. We operate under a written charter approved by the board, consistent with the corporate governance rules issued by the SEC and the Nasdaq. The Audit Committee charter is available on Star Holdings website at https://www.starholdingsco.com/ (under “Corporate Governance” and then “Governance Overview”) and will be provided in print, without charge, to any shareholder who requests a copy.

The Company’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 the Company’s consolidated financial statements for the year ending December 31, 2024.

The independent registered public accounting firm is responsible for auditing the effectiveness of the Company’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.

The Company had appointed Deloitte to audit the Company’s consolidated financial statements for the year ending December 31, 2023. In its capacity as the Company’s independent registered public accounting firm for 2023, Deloitte issued a report on the consolidated financial statements as of and for the year ended December 31, 2023. In connection with the December 31, 2023, 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 2023, we recommended to the Company’s board that the audited consolidated financial statements for 2023 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. The Company’s board approved the Audit Committee’s recommendation.

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.

​

​

​

​

Table of Contents

​

EXECUTIVE COMPENSATION

Overview

The Company entered into the Management Agreement (the “Management Agreement”) with the manager, a wholly owned subsidiary of Safehold Inc. All of our senior executives are employees of our manager or its affiliates. We pay fees to our manager under the Management Agreement; we do not directly compensate the employees of our Manager who provide services to us. We do not reimburse the Manager for any portion of the compensation it pays to its employees who provide services to us, except for the compensation of up to two accounting personnel whom the Manager has dedicated to provide services to us. The location of the executive offices and telephone number of our manager are: 

Safehold Management Services Inc.  
1114 Avenue of the Americas 
39th Floor 
New York, NY 10036 
(212) 930-9400 

The following table sets forth certain information with respect to our senior executives who served during 2023:  

​

​

Executive Compensation Overview

The Management Agreement requires the manager to manage the Company’s assets and its and its subsidiaries’ day-to-day operations, subject to the supervision of Board of the Company. Pursuant to the Management Agreement, the manager is required to provide the Company with a management team, including a chief executive officer, a chief financial officer and a chief compliance officer, along with support personnel, to provide the management services to be provided by the manager to the Company. We do not have any employees. Accordingly, our Chief Executive Officer and each of our other senior executives, each of whom is a senior executive of our Manager, do not receive cash compensation from us for serving as executive officers. Instead, we pay our manager a management fee described below. 

The initial term of the Management Agreement will expire on March 31, 2024, and will be automatically renewed for a one-year term each anniversary date thereafter unless previously terminated pursuant to the terms thereof. The Company will pay the manager fixed cash management fees of $25.0 million, $15.0 million, $10.0 million and $5.0 million, respectively, in each of the initial four annual terms of the Management Agreement and 2.0% of the gross book value of the Company’s assets excluding the Safe Shares for each annual term thereafter, and will reimburse the manager for third party expenses incurred in connection with its services and, in addition, the Manager will be solely responsible for any portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Manager and its affiliates required for our operations. As noted above, we will not reimburse our Manager or its affiliates for the compensation paid to its personnel except for the compensation costs paid to up to two accounting personnel (neither of whom is an executive officer of the Company) who will be dedicated to performing services for us, whose compensation is subject to the reasonable approval of our independent trustees.  

The Management Agreement may be terminated by the Company without cause by not less than one hundred eighty days’ written notice to the Manager upon the affirmative vote of at least two-thirds of the Company’s independent trustees, provided, however, that if the date of termination occurs prior to the fourth anniversary of the Spin-Off, the termination will be subject to payment of the applicable termination fee to the Manager. The Company may also terminate the Management Agreement at any time, including during the initial term, with 30 days’ prior written notice from the Company’s board of trustees for “cause,” as defined in the Management Agreement.

In the event of a termination without cause by the Company prior to the fourth anniversary of the Spin-Off, the Company will pay the manager a termination fee of $50.0 million minus the aggregate amount of management fees actually paid to the manager prior to the termination date. However, if the Company has completed the liquidation of its assets on or before the termination date, the termination fee will consist of any portion of the annual management fee that remained unpaid for the remainder of the then current annual term plus, if the termination date occurs on or

​

​

Table of Contents

​

before the third anniversary of the Spin-Off, the amount of the management fee that would have been payable for the next succeeding annual term, or if the termination date occurs after the third anniversary of the Spin-Off, zero. 

In the event of a termination by the manager based on a reduction in the amount of the Company’s combined and consolidated assets below designated thresholds, the Company will pay the manager a termination fee of $30.0 million if the termination occurs in the first year, $15.0 million if the termination occurs in the second year and $5.0 million if the termination occurs in the third year, in each case, plus the balance of any unpaid portion of the annual management fee for the applicable year. 

We do not currently have any operative equity incentive plans or programs. We have not granted any stock options or other equity-based incentive awards to anyone.

Executive Compensation Paid by Our Manager and Its Affiliates

Our Chief Executive Officer and other named executive officers are employees of our manager’s parent company, and are compensated under compensation arrangements made with Safehold. Except for two accounting personnel who are dedicated to performing services for us, Safehold does not compensate its employees specifically for services rendered in performing obligations to us under the Management Agreement as these individuals also provide services relating to Safehold’s other business activities. 

Safehold has informed us that it does not segregate or identify the portion of the compensation awarded to our named executive officers that is attributable to their services to us. The total compensation of our named executive officers reflects the performance of services relating to all of Safehold’s activities in addition to services provided by these individuals to us.  

Safehold has informed us that no portion of the management fee paid by us to our manager is specifically allocated to aggregate compensation paid by Safehold to our named executive officers. 

For context with respect to our named executive officers’ compensation, Safehold reports that it paid our named executive officers aggregate base salary, annual incentive bonus and long-term incentive compensation in the aggregate amount of $23.2 million during 2023, which amount represented 119% of the management fee we paid to our manager in 2023.  

Safehold reports that its compensation program is designed to foster a strong pay-for-performance culture. In setting compensation for its professionals, including our Chief Executive Officer and our other named executive officers, according to Safehold, it allocates pay among base salary, short-term incentives and long-term incentives to emphasize variable, performance-based compensation. This mix is designed to ensure the appropriate alignment of executive compensation with financial performance and shareholder value creation. For our CEO, 89.3% of his total 2023 compensation paid by Safehold was incentive-based pay (excluding any merger related grants or special one-time retention awards) and 10.7% was fixed base salary. For our other NEOs, 86.2% of their total aggregate 2023 compensation paid by Safehold was incentive-based pay (excluding any merger related grants or special one-time retention awards) and 13.8% was fixed base salary. 

Safehold has informed us that it takes into consideration many factors in determining its performance-based pay for its executives, including our named executive officers. In determining its performance-based compensation, Safehold has established performance metrics that relate to Safehold’s activities that are unrelated to our business. 

The performance metrics utilized by Safehold in its executive compensation program are described in detail in its 2024 proxy statement dated April 5, 2024, filed with the SEC and available at www.envisionreports.com/Safe. 

Clawback Policy

In accordance with the requirements of the Nasdaq rules, we maintain the Star Holdings 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 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.  

​

​

Table of Contents

​

Insider Trading Policies and Procedures

The federal securities laws prohibit a company’s trustees, 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. Accordingly, the Company has adopted an insider trading policy that prohibits each member of our Board and each of our officers and employees of our manager from buying or selling our securities on the basis of material, non-public information, and from assisting or working in concert with others to do so. 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.

Hedging/Pledging Policies

Our executives and trustees are prohibited from engaging in transactions that hedge the risk of owning the Company common stock. In addition, trustees and officers may not pledge our securities as collateral for a loan or hold Company securities in a margin account except with prior approval in accordance with guidelines approved by our Board from time to time.

​

​

​

​

Table of Contents

​

Executive Compensation Tables and Other Information

Summary Compensation Table

For the year ended December 31, 2023, we did not provide any of our named executive officers with any cash or other compensation.

Grants of Plan-Based Awards

For the year ended December 31, 2023, we did not grant any equity based awards to our named executive officers.

​

Outstanding Equity Awards

As of December 31, 2023, none of our named executive officers held any outstanding stock awards.

Stock Vested in Fiscal 2023

During the year ended December 31, 2023, none of our named executive officers exercised stock options, SARs or similar instruments, and no vesting of shares of the Company, including restricted shares, restricted stock units or similar instruments occurred.

No Pension or Deferred Compensation

We do not maintain any tax-qualified defined benefit plans, supplemental executive retirement plans, or similar plans for which information is required to be reported in a pension benefits table. Similarly, we do not maintain any non-qualified deferred compensation plans for which information is required to be reported.

No Employment Agreements with Executive Officers

We do not have employment agreements with any of our named executive officers.

Change-in-Control or Similar Arrangements

None of our named executive officers are party to any automatic “single trigger” change-in-control arrangements that provide for compensation (including accelerated vesting of stock awards) in the event of a change in control.

​

​

​

​

Table of Contents

​

Stock Ownership Information

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information available to us with respect to any common stock owned by our trustees, nominees for trustee, executive officers, and any individual or group of shareholders known to be the beneficial owner of more than 5% of our issued and outstanding common as of April 8, 2024.

​

​

*         Less than 1%.

​

​

Table of Contents

​

​

​

​

​

Table of Contents

​

Certain Relationships and Related Party Transactions

Related Party Transactions

It is the policy of our Board that all transactions between the Company and a “related party” must be approved or ratified by at least a majority of the members of the Board who have no financial or other interest in the transaction. For this purpose, a related party includes any trustee or executive officer, any nominee for trustee, any shareholder owning 5% of more of our outstanding shares, and any immediate family member of any such person.

Specifically, our current policy regarding any transactions in which we and Safe are participants or any transaction in which our manager has a conflict of interest requires approval by a majority of our independent trustees. 

In determining whether to approve or ratify a related party transaction, the Board will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, whether the transaction is inconsistent with the interests of the Company and its shareholders and the extent of the related party’s interest in the transaction. No trustee will participate in any discussion or approval of a related party transaction for which such trustee is a related party, except that such a trustee will provide all material information concerning the related party transaction to our Board.

If a related party transaction will be ongoing, the Board may establish guidelines for management to follow in its ongoing dealings with the related party. The Board may delegate to our Audit Committee the authority to review and assess, on at least an annual basis, any such ongoing relationships with the related party to confirm they are in compliance with the Board’s guidelines.

All related party transactions will be disclosed in our applicable filings with the SEC as required under SEC rules.

Star Holdings was formed to succeed to the legacy non-ground lease real estate assets of iStar. On March 31, 2023, iStar completed its transition to a ground lease focused business through the merger of iStar and Safehold Inc., a ground lease company previously founded by iStar. iStar continued as the surviving corporation in the Merger and changed its name to “Safehold Inc.”.

Immediately prior to the closing of the Merger, iStar completed a series of reorganization and separation transactions in accordance with the terms of a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), dated as of March 31, 2023, by and between iStar and us. To effectuate the Spin-Off: (i) iStar contributed its remaining legacy non-ground lease assets, 13,522,651 shares of common stock of Safehold Inc. previously owned by iStar (the "Safe Shares") and certain other assets to us; and (ii) iStar distributed 100% of our common shares of beneficial interest to holders of common stock of iStar by way of a pro rata distribution of 0.153 common shares of the Company for each outstanding share of iStar common stock held on the record date of the distribution.

In connection with the Spin-Off, the Company entered into the Separation and Distribution Agreement, a management agreement with the manager (the "Management Agreement"), a governance agreement with Safe (the "Governance Agreement") and a registration rights agreement with Safe (the "Registration Rights Agreement"). We also entered into a credit facility with Safe (the "Safe Credit Facility").

Separation and Distribution Agreement — The Separation and Distribution Agreement provides for, among other things, the principal corporate transactions required to effect the Spin-Off and provisions governing Star Holdings' relationship with Safe with respect to and following the Spin-Off. The Separation and Distribution Agreement includes provisions allocating assets and liabilities between Star Holdings and Safe and various post-closing covenants relating to, among other things, the treatment of the parties’ insurance policies, information sharing and other operational matters. The Separation and Distribution Agreement includes a mutual release by Star Holdings, on the one hand, and Safe, on the other hand, of the other party from certain specified liabilities, as well as mutual indemnification covenants pursuant to which Star Holdings and Safe have agreed to indemnify each other from certain specified liabilities.

Management Agreement—The Company entered into the Management Agreement with the manager, a subsidiary of Safe. The Management Agreement requires the manager to manage the Company’s assets and its and its subsidiaries’ day-to-day operations, subject to the supervision of our Board. Pursuant to the Management Agreement, the manager is required to provide the Company with a management team, including a chief executive officer, a chief financial officer and a chief compliance officer, along with support personnel, to provide the management services to be provided by the manager to the Company. The manager does not assume any responsibility other than to render the services called for thereunder and is not responsible for any action of the Board in following or declining to follow its advice or recommendations.

The initial term of the Management Agreement will expire on the first anniversary of the date of the Management Agreement and will be automatically renewed for a one-year term each anniversary date thereafter unless previously terminated pursuant to the terms thereof. The

​

​

Table of Contents

​

Company will pay the manager fixed cash management fees of $25.0 million, $15.0 million, $10.0 million and $5.0 million, respectively, in each of the initial four annual terms of the Management Agreement and 2.0% of the gross book value of the Company’s assets excluding the Safe Shares for each annual term thereafter, and will reimburse the manager for third party expenses incurred in connection with its services. During the year ended December 31, 2023, the Company recorded $19.7 million of management fees to the Manager.

The Management Agreement may be terminated by the Company without cause by not less than one hundred eighty days’ written notice to the Manager upon the affirmative vote of at least two-thirds of the Company’s independent directors, provided, however, that if the date of termination occurs prior to the fourth anniversary of the Spin-Off, the termination will be subject to payment of the applicable termination fee to the Manager. The Company may also terminate the Management Agreement at any time, including during the initial term, with 30 days’ prior written notice from the Company’s board of trustees for “cause,” as defined in the Management Agreement.

In the event of a termination without cause by the Company prior to the fourth anniversary of the Spin-Off, the Company will pay the Manager a termination fee of $50.0 million minus the aggregate amount of management fees actually paid to the Manager prior to the termination date. However, if the Company has completed the liquidation of its assets on or before the termination date, the termination fee will consist of any portion of the annual management fee that remained unpaid for the remainder of the then current annual term plus, if the termination date occurs on or before the third anniversary of the Spin-Off, the amount of the management fee that would have been payable for the next succeeding annual term, or if the termination date occurs after the third anniversary of the Spin-Off, zero.

In the event of a termination by the Manager based on a reduction in the amount of the Company’s combined and consolidated assets below designated thresholds, the Company will pay the Manager a termination fee of $30.0 million if the termination occurs in the first year, $15.0 million if the termination occurs in the second year and $5.0 million if the termination occurs in the third year, in each case, plus the balance of any unpaid portion of the annual management fee for the applicable year.

Governance Agreement—The Company and Safe entered into a governance agreement (the “Governance Agreement”) in order to establish various arrangements and restrictions with respect to the governance of the Company and certain rights and restrictions with respect to the Safe Shares owned by the Company.

Pursuant to the terms of the Governance Agreement, the Company and its subsidiaries are subject to customary restrictions on the transfer of Safe Shares held by the Company for nine months. Furthermore, the Company and its subsidiaries are prohibited from transferring at any time any the Safe Shares held by the Company or its subsidiaries to any person who is known by the Company or its subsidiaries to be an “Activist” or “Company Competitor” (as such terms are defined in the Governance Agreement), or to any group that, to the knowledge of the Company or its subsidiaries, includes as “Activist” or “Company Competitor,” without first obtaining the Safe’s prior written consent.

During a “restrictive period” which lasts until the earliest to occur of (i) the effective date on which Safe terminates the Management Agreement; or (ii) the date on which we beneficially own less than 7.5% of Safe’s outstanding common stock and Safe is no longer our external manager; or (iii) a Change of Control of Safe (as defined in the Governance Agreement), we and our directly or indirectly wholly owned subsidiaries are required to vote the Safe Shares in accordance with the recommendations of the board of directors of Safe. We have irrevocably designated and appointed the board of directors of Safe as our sole and exclusive attorney-in-fact and proxy with full power of substitution and re-substitution to exercise the voting power of our shares of Safe in accordance with these requirements. We will also be subject to certain standstill agreements during the restrictive period. The terms of such standstill agreements will restrict us from making certain acquisitions of Safe securities, seeking representation on Safe’s board of directors, participating in the solicitation of proxies or written consents of Safe shareholders, and taking other actions which could seek to influence or result in a change of control of Safe or cause or require Safe to make certain public announcements, except as permitted by the governance agreement or with the prior written consent of the independent directors of the board of directors of Safe. 

Registration Rights Agreement—Under the Registration Rights Agreement, Safe has agreed to (i) register Star Holdings' shares of Safe common stock and the other registrable securities for resale by filing and maintaining a shelf registration statement; (ii) file a registration statement covering Star Holdings' shares of Safe common stock and other registrable securities pursuant to the demand right and (iii) allow Star Holdings to piggyback on certain other registration statements filed by Safe. Star Holdings may use the registration rights to sell its shares of Safe common stock in underwritten offerings, block trades and other methods of distribution. Star Holdings will be subject to certain suspension and lockup obligations. Star Holdings' registration rights will end, among other times, when it owns less than 2% of Safe's outstanding common stock and is able to sell all of the shares of Safe common stock pursuant to Rule 144(b) without restriction.

Safe Credit Facility— Safe, as a lender and an administrative agent, provided Star Holdings, as a borrower, a senior secured term loan facility, which was amended on October 4, 2023, in an aggregate principal amount of $115.0 million and an additional commitment amount of up to $25.0 million to replenish funds for (i) a “soft call” obligation under the margin loan with a third-party; or (ii) used to voluntarily prepay the margin loan with a third-party (“Incremental Term Loan Facility”).

​

​

Table of Contents

​

The Safe Credit Facility is a secured credit facility. Borrowings under the Safe Credit Facility bear interest at a fixed rate of 8.00% per annum, which may increase to 10.00% per annum if any loans remain outstanding under the Incremental Term Loan Facility. The Safe Credit Facility has a maturity date of March 31, 2027. The Safe Credit Facility is secured by a first-priority perfected security pledge of all the equity interests in Star Holding’s primary real estate subsidiary. Within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings must apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $50 million, to prepay the Safe Credit Facility or alternatively, with the consent of the Safe, Star Holdings may apply such cash to prepay its margin loan with a third-party in lieu of any prepayment of the Safe Credit Facility. The operating reserve is calculated quarterly and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan with a third-party and the Safe Credit Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by Safe.

The Safe Credit Facility requires that we comply with various covenants, including, without limitation, covenants restricting, subject to certain exceptions, indebtedness, liens, investments, mergers, asset sales and the payment of certain dividends. Additionally, the Safe Credit Facility includes customary representations and warranties as well as customary events of default, the occurrence of which, following any applicable grace period, would permit Safe to, among other things, declare the principal, accrued interest and other obligations of ours under the Safe Credit Facility to be immediately due and payable and foreclose on the collateral securing the Safe Credit Facility.

The Company paid a $0.6 million commitment fee in connection with the Safe Credit Facility and during the year ended December 31, 2023 incurred $7.2 million of interest expense on the Safe Credit Facility.

ATM Equity Offering Sales Agreement—On April 5, 2023, Star Investment Holdings SPV LLC (“Star Investment Holdings”), a subsidiary of Star Holdings formed to hold the Trust's Safe Shares entered into an ATM Equity Offering^SM Sales Agreement (the “Sales Agreement”) with Safe, Safehold GL Holdings LLC and certain sales agents (each, an “Agent” and, collectively, the “Agents”), pursuant to which Star Investment Holdings may sell, from time to time, subject to receiving Safe's consent, up to 1,000,000 Safe Shares through or to the Agents.

​

​

​

​

Table of Contents

​

Information about the Annual Meeting of Shareholders | To Be Held May 21, 2024

We are making this proxy statement available to holders of our common stock on or about April 10, 2024, in connection with the solicitation by our Board of proxies to be voted at our 2024 Annual Meeting or at any postponement or adjournment of the 2024 Annual Meeting.

This proxy statement is accompanied by the Star Holdings Annual Report for the year ended December 31, 2023. The Star Holdings Annual Report, including the financial statements at December 31, 2023, is available on our website at www.starholdingsco.com/ by choosing “SEC Filings” or you can obtain a print copy, without charge, by contacting Investor Relations at:

​

The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC. We urge you to authorize a proxy to vote your shares — either by mail, by telephone, or online — at your earliest convenience, even if you plan to attend the annual meeting in person.

Who is entitled to vote at the meeting?

Only holders of record of our common stock at the close of business on March 27, 2024, are entitled to receive notice of and to vote at the annual meeting or at any postponement or adjournment of the meeting. On the record date, there were 13,319,552 shares of common stock outstanding and entitled to vote.

What constitutes a quorum?

In order to have a quorum at the 2024 Annual Meeting, we need the presence, either in person or by proxy, of the holders of enough outstanding common stock to cast a majority of the votes entitled to be cast at the meeting. Proxies received but with items marked as withhold or as abstentions and proxies containing broker non-votes will be included in the calculation of the number of votes considered to be present for the purpose of determining the presence of a quorum.

What are the voting rights of shareholders?

Each shareholder is entitled to one vote for each share of common stock owned on the record date.

​

​

Table of Contents

​

What vote is needed to approve each proposal?

Assuming a quorum is present in person or by proxy at the 2024 Annual Meeting, the proposals require the following votes:

​

For the approval of any other matters properly presented at the meeting for shareholder approval, the affirmative vote of a majority of the votes cast by the holders of our common stock is required.

How can I attend the Annual Meeting?

The 2024 Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the 2024 Annual Meeting only if you were a shareholder of the Company as of the close of business on the record date, March 27, 2024, or if you hold a valid proxy for the annual meeting. No physical meeting will be held. You will be able to attend the annual meeting online and submit your questions during the meeting by visiting meetnow.global/MN5C9QM. You also will be able to vote your shares online by attending the 2024 Annual Meeting by webcast.

To participate in the 2024 Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the 2024 Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the 2024 Annual Meeting virtually on the Internet.

To register to attend the 2024 Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Star Holdings holdings along with your name and email address to Computershare. Requests for registration should be directed to:

​

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 16, 2024.

You will receive a confirmation of your registration by email after we receive your registration materials.

​

​

Table of Contents

​

Why are you holding a virtual meeting instead of a physical meeting?

We believe that hosting a virtual meeting will provide the opportunity for more of our shareholders to participate in the meeting since our shareholders can participate from any location with Internet access.

The 2024 Annual Meeting will begin with an introduction by the meeting host, followed by a webcast of the formal business of the meeting and a Q&A session. During the live, online Q&A session, shareholders at the close of business on the record date will have an opportunity to ask questions. You may submit questions in real time before or during the Q&A session. If you encounter difficulties accessing or participating in the virtual meeting or Q&A session, please contact the technical support number that will be posted on the annual meeting website log-in page.

What are broker non-votes?

A “broker non-vote” occurs when a broker, bank, or other nominee does not have discretionary authority as to certain shares to vote on a particular matter, and has not received voting instructions on that matter from the beneficial owner of those shares. Under current Nasdaq rules, a broker, bank, or other nominee does not have discretionary authority to vote shares without specific voting instructions from the beneficial owner in an election of trustees, (Proposal 1). Brokers, banks, and other nominees do have discretionary authority to vote shares without specific voting instructions on the ratification of the appointment of an independent registered public accounting firm (Proposal 2).

How is my vote counted?

If you properly vote your proxy prior to the 2024 Annual Meeting, the shares that the proxy represents will be voted in the manner you direct. If your proxy does not specify a choice regarding one or more proposals, your shares will be voted FOR the election of trustees, FOR the ratification of the appointment of the independent registered public accounting firm.

Votes cast in person or by proxy at the 2024 Annual Meeting will be tabulated by the election inspector appointed for the meeting, who also will determine whether a quorum is present. If your shares are held by a broker, bank, or other nominee (i.e., in “street name”), you will receive instructions from your nominee that you must follow in order to have your shares voted. Street name shareholders who wish to vote in person at the meeting will need to obtain a proxy from the broker, bank, or other nominee that holds their shares of record.

Can I change my vote after I submit my proxy card or vote electronically?

If you authorize a proxy to vote your shares, you may revoke it at any time before it is voted by:

Who pays the costs of solicitation?

We will pay the costs of soliciting proxies from our shareholders. In addition to solicitation by mail, certain of our trustees, officers, and employees may solicit the return of proxies by telephone, fax, personal interview, or otherwise without being paid additional compensation. We will reimburse brokerage firms and other persons representing the beneficial owners of our shares for their reasonable expenses in forwarding proxy solicitation materials to the beneficial owners in accordance with the proxy solicitation rules and regulations of the SEC and the Nasdaq. We have engaged Alliance Advisors LLC to solicit proxies on our behalf in connection with our 2024 Annual Meeting and to provide other advisory services for a fee of $10,000, plus expenses.

When are shareholder proposals due for the 2024 annual meeting?

In accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholder proposals intended to be presented at the annual meeting to be held in 2025 must be sent in writing, by certified mail, return receipt requested, to us at our principal office, addressed to our corporate secretary, and must be received by us no later than December 11, 2024 for inclusion in the 2025 proxy materials.

In order for a shareholder proposal submitted outside of Rule 14a-8 to be considered at our 2025 annual meeting, the proposal must contain the information required by our bylaws and be received by us in accordance with our bylaws. Pursuant to our current bylaws, shareholder proposals

​

​

Table of Contents

​

made outside of Rule 14a-8 under the Exchange Act must be submitted not later than December 11, 2024 and not earlier than November 11, 2024. However, if the date of the 2025 annual meeting is advanced more than 30 days prior to, or delayed more than 30 days after, May 21, 2025, such proposals must be delivered between the 150th day prior to the date of the 2025 annual meeting and the later of (i) the 120th day prior to the date of the 2025 annual meeting or (ii) the tenth day following the date on which public announcement of the date of the 2025 annual meeting of shareholders is first made.

We intend to file a proxy statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for our 2025 annual meeting.

What are the implications of being an Emerging Growth Company?

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We also provide certain scaled back executive compensation and other disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1.235 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the Spin-Off, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

What is householding of proxy materials?

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single set of proxy materials to that address. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders (less bulk mail) and cost savings for companies.

A number of brokers with account holders who are our shareholders intend to “household” our proxy materials. A single proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you receive notice that your broker will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify us by contacting our Investor Relations department at:

​

Shareholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact us as specified above.

Are there any other matters coming before the 2024 Annual Meeting?

Management does not intend to bring any other matters before the 2024 Annual Meeting and knows of no other matters that are likely to come before the meeting. In the event any other matters properly come before the 2024 Annual Meeting or any postponement of the meeting, the individuals named in the accompanying proxy will vote the shares represented by your proxy in accordance with their discretion.

​

​

Table of Contents

​

Additional Information

The Securities and Exchange Commission allows us to “incorporate by reference” information into this proxy statement. That means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, except to the extent the information is superseded by information in this proxy statement.

This proxy statement incorporates by reference: (a) the information contained in the Star Holdings Annual Report on Form 10-K for the year ended December 31, 2023; (b) the information contained in all other documents we file with the SEC after the date of this proxy statement and prior to the annual meeting of shareholders. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed.

Any statement contained in this proxy statement or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement.

You may obtain, without charge, a copy of any of the documents incorporated by reference herein by:

​

​

​

​

​

​

​

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Star Holdings
1114 Avenue of the Americas
39th Floor
New York, New York 10036
www.starholdingsco.com

​