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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 2024 Annual Meeting of Stockholders

Items of Business

Record Date

The Board of Directors (the “Board”) has fixed the close of business on March 21, 2024 as the record date for the determination of stockholders 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 stock at the close of business on that date will be entitled to vote at the annual meeting.

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How to Vote

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Proposal 1 — Election of Directors

In accordance with our bylaws, our Board reduced its size from seven directors to six directors effective as of February 7, 2024. The Board has nominated six directors for election at the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) to serve until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified. All of the nominees currently serve on our Board. The nominees for director are Jay Sugarman, Stefan Selig, Jesse Hom, Robin Josephs, Jay Nydick, and Barry W. 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 (the “Company”) 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 61, 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 61, is the founder and managing partner of BridgePark Advisors LLC, a strategic and financial advisory firm established 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), as a director of 5E Advanced Materials, Inc. (NASDAQ: FEAM), and as a director of other private companies. Mr. Selig was also 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 was nominated to serve on our Board based on his extensive investment banking, government and economic policy experience.

Jesse Hom, age 40, is a Managing Director and Global Head of Real Estate Credit and Capital Markets at GIC Private Limited, Singapore’s sovereign wealth fund and one of our significant stockholders, where he has focused on both equity and credit investments since 2008. He served on Old SAFE’s Board from 2021 until consummation of the Merger. Additionally, Mr. Hom sits as a director on several private real estate company boards. He is a graduate of Cornell University with a bachelor’s degree and real estate finance concentration from the School of Hotel Administration. Mr. Hom was nominated to serve on our Board based on his significant investment experience and insights into the governance of real estate companies.

Robin Josephs, age 64, 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

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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 59, 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 72, 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 Siem Offshore Inc., which operates a fleet of vessels that service offshore oil and gas and renewal energy markets, and of Republic Airways Holdings, a regional airline in the United States operating as American Eagle, Delta Connection and United Express. Mr. Ridings is a member of the Advisory Council for the Cornell University Johnson Graduate School of Business and 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 2024 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. Proxies cannot be voted for more than six persons.

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, 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 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 considers, among other things:

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Building on our company-wide diversity, equity and inclusion initiatives, the 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.

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, 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 director roles, it seeks individuals with qualifications that will complement or enhance the experience, skills, diversity and perspectives of the other members of the Board. The full Board (1) considers candidates that the 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 2024 Annual Meeting at which a quorum is present is necessary 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 it believes will be in the best interests of the organization and stockholders, 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, an independent lead 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. 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, interests 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:

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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, diversity 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 diverse 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. 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.

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 diverse candidate pool based on race, gender and other groups that have been historically underrepresented on corporate boards.

Director Independence

Under our Corporate Governance Guidelines, 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 five out of our six current directors are independent; the sixth is our Chairman and Chief Executive Officer. Specifically, each of the following non-employee director 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 organization. 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.

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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 2025 annual meeting?” in this proxy statement.

Candidates proposed 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.

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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. At the management level, we have formed an ESG Advisory Council and a Cultural Equity Council, each of which is designed to guide our development of policies, initiatives and objectives in these areas and monitor our progress in achieving our objectives. 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 material ESG

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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 2023, the annual assessment occurred during the first quarter of 2024 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 2023

During 2023, our Board held 6 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 six of the then-seven directors were present at the 2023 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 public companies, including the Company, and that our Chief Executive Officer should not serve on the boards of more than two other public companies.

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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, filing 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 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

On March 31, 2023, the Board adopted a new 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 will disclose any material changes to the Code of Ethics and Conduct, and any waivers that are approved for directors or executive officers, in our public SEC filings and on our website within four business days of any such event.

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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 to 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 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 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 to:

Our Chief Legal Officer and our Corporate Secretary will review each communication directed to the Board or individual directors. 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.

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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 environmental, social and governance (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:

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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. We have established an ESG Advisory Council, including our Chief People Officer and Chief Legal Officer, to ensure that we are appropriately considering and taking actions aligned with our ESG risks and opportunities, business strategy, policies, and initiatives.

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.

As of the effective time of the Merger, the Board reconstituted the following committees and assigned the directors to 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

Jesse Hom (Chair)
Robin Josephs
Barry W. Ridings

Investment Committee

Jay Nydick (Chair)
Jesse Hom
Robin Josephs

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

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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 13 meetings during 2023.

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 six meetings during 2023.

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

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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 2023.

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 2023.

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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 effective as of April 1, 2023:

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

In addition to the standing Committees of the Board, the Board appointed a special committee in March 2022 to consider possible strategic transactions with Old SAFE in furtherance of the Company’s stated business strategy of transitioning its portfolio and business focus to its ground lease strategy. This special committee was comprised of Barry Ridings (chair), Clifford De Souza and Richard Lieb. Messrs. De Souza and Lieb served on our Board until consummation of the Merger. The Board approved compensation to the members of the special committee in the form a cash retainer of $75,000 each, payable in quarterly installments. During 2023, we paid Barry Ridings $18,750, Clifford De Souza $18,750 and Richard Lieb $18,750 in connection with their appointment to the special committee. In addition, Jay S. Nydick and Stefan M. Selig each were paid $75,000 in connection with their services on Old SAFE’s special committee. 

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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, 2023.

Messrs. Sugarman and Alvarado are not included in this table as they were also employees and receive no additional compensation for their services as directors. Mr. Hom has waived any compensation for his service as a director.

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As of December 31, 2023, our directors held the following aggregate amounts of previously-awarded shares of our common stock and CSEs. Amounts shown are adjusted to give effect to the reverse stock split (the “Reverse Stock Split”) that was completed immediately prior to the effective time of the Merger, in which each issued and outstanding share of iStar common stock was reverse-split into 0.16 shares of the Company’s common stock (previously known as iStar common stock):

Robin Josephs: 28,370 CSEs

Barry W. Ridings: 2,511 CSEs

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 40, 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, 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

We have 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, 2024, subject to ratification by our stockholders. 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 (2022 and pre-Merger 2023 refer to Old SAFE):

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Fees paid to Deloitte, our independent registered public accounting firm for the fiscal year ended December 31, 2022 for iStar Inc., 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 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 the Company’s proposed accounting for the Merger and related transactions, review of the Registration Statement on Form S-4 (and amendments) filed with SEC for the Merger 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.

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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 or Old SAFE’s Audit Committee, as applicable.

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, 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 NYSE, we do not expect any broker non-votes in connection with this proposal.

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Report of the Audit Committee

The Safehold Audit Committee oversees the financial reporting process of Safehold on behalf of the Board in accordance with our charter. The board has determined that all members of the Safehold 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 Safehold 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 Safehold 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.

Safehold’s Audit Committee is directly responsible for the appointment, compensation, retention, oversight, and termination of the external auditors. Safehold’s 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, 2024.

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. Safehold’s 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. Safehold’s Audit Committee does not prepare financial statements or conduct audits.

On August 10, 2022, Safehold Inc. (“Old SAFE”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with iStar Inc. (“iStar”), and on March 31, 2023, in accordance with the terms of the Merger Agreement, Old SAFE merged with and into iStar, at which time Old SAFE ceased to exist, and iStar continued as the surviving corporation and changed its name to “Safehold Inc.” (the “Merger”). For accounting purposes, the Merger is treated as a “reverse acquisition” in which iStar is considered the legal acquirer and Old SAFE is considered the accounting acquirer. As a result, the historical financial statements of Old SAFE became the historical financial statements of Safehold Inc. References to the “SAFE” refer to the business and operations of Old SAFE and its consolidated subsidiaries prior to the Merger and to Safehold Inc. (formerly known as iStar) and its consolidated subsidiaries following the consummation of the Merger.

SAFE appointed Deloitte to audit SAFE’s consolidated financial statements for the year ending December 31, 2023. In its capacity as SAFE’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 SAFE Audit Committee, and in the SAFE Audit Committee charter in effect in 2023, we recommended to the SAFE board that the SAFE audited consolidated financial statements for 2023 be included in SAFE’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. The SAFE board approved the SAFE 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 — Approval of Amendment to Amended and Restated 2009 Long-Term Incentive Plan

Our 2009 Long-Term Incentive Plan (“2009 LTIP”) was adopted by our board and approved by our shareholders in 2009, and was amended with stockholder approval in 2014, 2019, 2021 and 2023. The 2009 LTIP has been an important factor in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants by aligning the interests of such individuals with those of our stockholders. Upon the recommendation of our Compensation Committee, our Board has approved a further amendment of the 2009 LTIP, subject to approval by our stockholders. We are asking our stockholders to approve this amendment to the 2009 LTIP that would:

The number of shares currently available for issuance under the 2009 LTIP, and the proposed increase in the number of shares of common stock reserved for issuance under the 2009 LTIP, reflect the reverse stock split (the “Reverse Stock Split”) that was completed immediately prior to the effective time of the Merger, which closed on March 31, 2023. In the Reverse Stock Split, each issued and outstanding share of iStar common stock was reverse-split into 0.16 shares of iStar common stock. In the Merger, each share of the Company’s common stock (formerly known as iStar common stock) remained outstanding. The Company currently has 71,434,812 shares of common stock outstanding.

The purpose of the amendment is to assist us in attracting, motivating and retaining key individuals who serve as our employees, directors and consultants, whose judgment, interest and special effort is critical to the successful conduct of our operation. We believe that the awards to be issued under the 2009 LTIP will motivate recipients to offer their maximum effort to us and help focus them on the creation of long-term value consistent with the interests of our shareholders, and that grants of incentive awards are necessary to enable us to continue to attract and retain top talent; if the amendment is not approved, we believe our recruitment and retention capabilities may be adversely affected.

Shareholder approval of this amendment to the 2009 LTIP is necessary in order for us to meet the shareholder approval requirements of the NYSE, and to grant stock options that qualify as incentive stock options, as defined under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

In considering the proposed share increase to the 2009 LTIP, the Board and the Compensation Committee considered various factors, including potential dilution and potential burn rate. As of April 1, 2024, 89,998 shares of common stock remained available for issuance under the 2009 LTIP, and the Company has 71,434,812 shares of common stock outstanding. The following table provides information regarding our annual burn rate over the past three fiscal years. The amounts shown in the table reflect awards granted, and shares outstanding, as adjusted assuming the Reverse Stock Split had occurred at year-end of the year reported:

Burn Rate

(shares in millions)

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If our stockholders approve this proposal, the amendments to the 2009 LTIP will become effective as of the date of stockholder approval. If our stockholders do not approve this proposal, the amendments described in this proposal will not take effect and our capacity to make future awards under the 2009 LTIP will be impacted. As a result, our ability to attract, reward and retain valuable employees will be constrained and a larger proportion of our incentive awards may need to be cash-based awards.

Reasons for and the Determination of Share Reserve Under the Amendment

In its determination to approve the amendment, the Board was primarily motivated by a desire to ensure the Company has an available pool of shares from which to grant long-term equity incentive awards and annual equity incentive awards, which we believe is a primary incentive and retention mechanism for its employees, directors and consultants. To recognize the performance of certain employees with a title of VP or higher, the Compensation Committee determined that annual incentive awards would be paid in a mix of stock and cash ranging from 50/50 to 80/20 stock to cash. The Compensation Committee currently expects future annual incentive awards to be paid in a mix of stock and cash. The annual equity incentive awards potentially further align key individuals' interests with shareholders and reduce the proportion of our annual incentive awards that are cash-based awards. In determining the number of shares by which to increase the reserve under the amendment, the Board reviewed the Compensation Committee’s recommendations, which were, in part, based on an analysis prepared by Pay Governance the Compensation Committee’s independent compensation consultant.

This review included a consideration of the following key metrics, factors and philosophies:

Reasonable Plan Cost

Responsible Grant Practice

Summary of the 2009 LTIP

The following is a summary of the material features of the 2009 LTIP assuming the proposed amendment is approved by stockholders at the 2024 Annual Meeting. This summary of the 2009 LTIP is qualified in its entirety by reference to the full text of the amended 2009 LTIP, a copy of which is attached to this proxy statement as Exhibit A. To the extent there is a conflict between this summary and the 2009 LTIP, the 2009 LTIP will govern. Capitalized terms used but not defined herein have the meanings ascribed to them in the 2009 LTIP.

Purpose

The purpose of the 2009 LTIP is to provide incentives (which may be equity-based or cash-based) as a means of attracting and retaining qualified key employees, directors, officers, advisors, consultants, and other personnel and encouraging those individuals to increase their efforts to make our business more successful —  whether directly or through our subsidiaries or other affiliates. Awards under the 2009 LTIP may be in the form of options (including incentive stock options and non-qualified stock options), restricted stock, restricted stock units (referred to as “phantom shares”), dividend equivalent rights, and other forms of equity-based compensation, or cash-based compensation. We will consider awards pursuant to the 2009 LTIP in light of our overall compensation philosophy and competitive conditions in the marketplace.

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Duration

If the proposed amendment is approved by our stockholders, awards may be granted under the 2009 LTIP until the 10th anniversary of such stockholder approval, unless earlier terminated by the Board, but incentive stock options may not be granted after the 10^th anniversary of the date on which the Board adopts the amendment.

Administration

The 2009 LTIP is administered by the Compensation Committee. The Board may, in its sole discretion, at any time and from time to time, administer the 2009 LTIP. Any grants to members of the Compensation Committee will be made and administered by the board rather than the Compensation Committee.

The Compensation Committee has broad discretion and full authority to administer and interpret the 2009 LTIP. The Compensation Committee’s powers include but are not limited to the granting of awards, making eligibility determinations under the 2009 LTIP, determining the sizes of Awards and the types of Awards. Each award agreement will contain other terms, provisions and conditions consistent with the 2009 LTIP, as determined by the Compensation Committee. The Compensation Committee may (subject to such considerations as may arise under Section 16 of the Exchange Act, or under other corporate, securities, or tax laws) take any steps it deems appropriate, that are not inconsistent with the purposes and intent of the 2009 LTIP, to establish performance-based criteria applicable to awards otherwise permitted to be granted under the 2009 LTIP.

The Compensation Committee, in its discretion, may delegate to our chief executive officer all or part of the Compensation Committee’s authority and duties with respect to awards. However, the Compensation Committee may not delegate its authority and duties with respect to awards that have been, or will be, granted to our Chief Executive Officer, our directors, or officers under Section 16 of the Exchange Act.

Eligibility

Persons who are eligible to be granted awards under the 2009 LTIP are our officers, our directors, our and our subsidiaries’ key employees, consultants, or advisers to us or our subsidiaries, or any other person expected to provide significant services (of a type expressly approved by the Compensation Committee as covered services for these purposes) to us, our subsidiaries, or certain of our affiliates. Anyone who would receive an Award under the 2009 LTIP must be someone who may be offered our securities and whose offers and sales may be registered on Form S-8 under the Securities Act. As of the date of this Proxy Statement, we had five non-employee directors and 77 employees (inclusive of two executive officers). Although consultants and advisors are eligible to participate under the terms of the 2009 LTIP, we have not granted any awards to consultants in the past under the 2009 LTIP.

Available Shares

If the proposed amendment to the 2009 LTIP are approved by stockholders, and subject to adjustment upon certain corporate transactions or events, a maximum of 1,000,000 shares of common stock plus the number of shares remaining available for issuance under the 2009 LTIP may be issued (or deemed issued) under the 2009 LTIP pursuant to awards of stock options, shares of restricted stock, restricted stock units and phantom shares, dividend equivalent rights, and other equity-based or cash-based awards. As of April 1, 2024, 89,998 shares remain available for issuance under the 2009 LTIP. In addition, subject to adjustment upon certain corporate transactions or events, a maximum of 1,089,998 shares of common stock may underlie awards of incentive stock options. In the event any shares covered by an award (or portion of an award) is forfeited, canceled, expires or is settled in cash, including the settlement of tax-withholding obligations using shares, such shares shall not count against the overall shares reserved for issuance under the 2009 LTIP. Notwithstanding the preceding sentence, shares of common stock that are delivered in full or partial payment of the exercise price or tax withholdings in connection with an option award will not again become available for the issuance of additional awards.

The maximum number of shares subject to Awards granted during a single fiscal year to any non-employee director under the 2009 LTIP, taken together with any cash fees paid to such director during the fiscal year, may not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes).

As of April 1, 2024, the closing price of a share of our common stock on the NYSE was $20.10.

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Types of Awards

Stock Options

Other than as specifically set forth under the terms of the 2009 LTIP, the Compensation Committee will determine the terms of specific options, including whether options will constitute incentive stock options. The award agreement evidencing an award of options will specify the extent to which, and period during which, an option may be exercised after termination of employment. Generally, an option cannot be exercised after a termination of employment (or other service) to the extent it was not exercisable at the time of termination.

The exercise price of an option will be determined by the Compensation Committee and reflected in the applicable award agreement, but unless otherwise determined by the Compensation Committee, the exercise price must be at least equal to the fair market value of a share of common stock on the date of grant. The exercise price with respect to incentive stock options may not be lower than 100%, or 110% in the case of an incentive stock option granted to a stockholder owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of our stock or a parent or subsidiary of ours, as defined in Section 424(e) and (f) of the Code, respectively (a 10% shareholder), of the fair market value of our common stock on the date of grant. The aggregate fair market value (determined as of the date an option is granted) of the shares for which any option holder may be awarded incentive stock options that become exercisable for the first time during any calendar year (under the 2009 LTIP or any other stock option plan required to be taken into account under Section 422(d) of the Code) may not exceed $100,000.

Each option will be exercisable for the period or periods specified in the applicable award agreement, which will not exceed ten years from the date of grant (or five years in the case of an incentive stock option granted to a 10% shareholder). The Compensation Committee will determine the time or times at which an option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which, payment of the option price with respect thereto may be made or deemed to have been made (including but not limited to cash, loans or third-party sale programs, or the tender of previously-owned shares, subject to certain limitations).

Options granted under the 2009 LTIP generally will not be transferable except by will or the laws of descent and distribution. Subject to the provisions of an award agreement, in the event of a Change in Control, each option shall become immediately exercisable for the full amount of shares subject thereto and shall be exercisable until expiration of the term of such option.

Restricted Stock

Restricted stock is an award of common stock that is subject to restrictions (such as limitations on transferability or the right to vote) as the Compensation Committee may determine. Subject to the other terms of the 2009 LTIP, the Compensation Committee may provide a specified purchase price for restricted stock, determine the restrictions applicable to restricted stock, and determine or impose other conditions to the grant of restricted stock under the 2009 LTIP as it may deem appropriate.

Dividends paid on shares of restricted stock before the shares vest will be held by the Company until the shares vest, and paid to the grantee as soon as practicable after vesting (and such cash dividends shall be forfeited if the underlying shares subject to such award are forfeited).

Restrictions on the shares will lapse in accordance with the terms of the applicable award agreement, as determined by the Compensation Committee. Unless otherwise provided in the applicable award agreement, upon a termination of employment or other service for any reason other than death or Disability, all shares of restricted stock still subject to restrictions will be forfeited to us and we will pay an amount equal to the lesser of the amount paid by the grantee for such shares and the fair market value on the date of termination. Subject to the provisions of an award agreement, upon a termination of employment or other service for death or Disability, or in the event of a Change in Control (regardless of whether a termination follows thereafter), all shares of restricted stock still subject to restrictions will immediately lapse.

Restricted Stock Units and Phantom Shares

A restricted stock unit or phantom share represents a right to receive a share or the fair market value of a share of our common stock, or, if provided by the Compensation Committee, the right to receive the fair market value of a share of our common stock in excess of a base value established by the Compensation Committee at the time of grant. The Compensation Committee may provide in an award agreement that any particular unit or phantom share will expire at the end of a specified term.

Units and phantom shares will vest as provided in the applicable award agreement. Unless otherwise determined by the Compensation Committee at the time of the grant (or, in the appropriate case, as determined by the Compensation Committee thereafter), units and phantom shares will be settled in shares of common stock. Ordinarily, units and phantom shares will be settled with a single distribution, but the Compensation Committee may, in its discretion and under certain circumstances, permit a participant to instead receive installments over a period not to exceed ten years.

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Unless otherwise provided in the applicable award agreement, the settlement date with respect to a unit or phantom share is the first day of the month to follow the date on which the restrictions lapse or the phantom share vests. However, in accordance with procedures to be established by the Compensation Committee, a grantee may elect that such settlement date will follow the grantee’s termination of service, or such other time as may be permitted by the Compensation Committee. Subject to the provisions of an award agreement, upon a termination of employment or other service for death or Disability, or by the company for any reason other than “cause”, or in the event of a Change in Control, all Units and phantom shares will become immediately vested.

Dividend Equivalent Rights

A dividend equivalent right is a right to receive (or have credited) the equivalent value (in cash or shares of common stock) of dividends declared on shares of common stock otherwise subject to an award. Dividend equivalents may not be paid in respect of outstanding options or unvested awards and will only be paid if the underlying award is earned and becomes payable. The Compensation Committee will establish all other limitations and conditions of awards of dividend equivalents rights.

Other Awards

The 2009 LTIP authorizes the making of cash awards and the granting of other awards based upon the common stock (including the grant of securities convertible into our common stock and stock appreciation rights), and subject to terms and conditions established by the Compensation Committee.

Performance Goals

The Compensation Committee may, in its discretion, establish one or more performance goals as a precondition to the issuance or vesting of awards, and also provide for predetermined awards to those participants with respect to whom the applicable performance goals are satisfied. The performance goals may be based upon one or more of the following criteria: pre-tax income; after tax income; net income; operating income; cash flow; earnings per share; return on equity; return on invested capital or assets; cash and/or funds available for distribution; appreciation in the fair market value of the common stock; return on investment; shareholder return; net earnings growth; stock appreciation; related return ratios; increase in revenues; net earnings; changes in the per share or aggregate market price of our common stock; number of securities sold; earnings before any one or more of the following: interest, taxes, depreciation or amortization for the applicable period, as reflected in our financial reports for the applicable period; total revenue growth; adjusted income or earnings; adjusted changes in our book value; changes in our general and administrative expenses; our published ranking against a peer group of real estate investment trusts based on total shareholder return; and funds from operations.

Special Rules Upon Reorganizations, Changes in Control, Etc.

If (i) the Company or its subsidiaries is involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or its subsidiaries or a similar transaction, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization or other similar change in the capital structure of the Company or its subsidiaries occurs, or if there is any distribution to shareholders other than cash dividends or (iii) any other event occurs which in the judgment of the Compensation Committee necessitates adjustments to the terms of the outstanding awards, then the maximum aggregate number and kind of shares which may be made subject to options and dividend equivalent rights under the 2009 LTIP, the maximum aggregate number and kind of shares of restricted stock that may be granted under the 2009 LTIP, and the maximum aggregate number of phantom shares and other awards which may be granted under the 2009 LTIP may be appropriately adjusted by the Compensation Committee in its discretion.

The Compensation Committee will take any such action in its discretion as it determines necessary to maintain each participant’s rights so that each participant’s rights with respect to his or her respective options, phantom shares and dividend equivalent rights are substantially proportionate to the rights existing in such options, phantom shares and dividend equivalent rights before the event, including, without limitation, adjustments in the number of options, phantom shares and dividend equivalent rights granted (and other awards, as applicable), the number and kind of shares or other property to be distributed in respect of options, phantom shares and dividend equivalent rights (and other awards as applicable), the option price and phantom share value, and any performance-based criteria established in connection with awards.

In the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Compensation Committee will make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.

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Upon a Change in Control, the Compensation Committee, as constituted immediately before such Change in Control, may in its sole discretion, provide for any one or more of the following:

Annual Grants to Independent Directors

Annual equity awards of common stock are granted to our non-employee directors under the 2009 LTIP.

Amendment and Termination

The Board may amend the 2009 LTIP as it deems advisable, except that it may not amend the 2009 LTIP in any way that would adversely affect a participant with respect to an award previously granted unless the amendment is required in order to comply with applicable laws.

Prohibition on Re-Pricing

The 2009 LTIP provides that no option or stock appreciation right issued under the 2009 LTIP may be amended to reduce the exercise price below the exercise price assigned on the date of grant. In addition, no option or stock appreciation right may be granted in exchange for, or in connection with, the cancellation or surrender of an option, stock appreciation right, or other award having a lower exercise price.

Certain U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the 2009 LTIP and the disposition of shares acquired pursuant to the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local or payroll tax considerations. This summary assumes that all awards described in the summary are exempt from, or comply with, the requirement of Section 409A of the Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Non-Qualified Stock Options

No income will be recognized by an option holder at the time a non-qualified stock option is granted. Ordinary income generally will be recognized by an option holder at the time a non-qualified stock option is exercised, in an amount equal to the excess of the fair market value of the underlying common stock on the exercise date over the exercise price. The Company generally will be entitled to a deduction for federal income tax purposes in the same amount as the amount included in ordinary income by the option holder with respect to a non-qualified stock option. Gain or loss on a subsequent sale or other disposition of the shares acquired upon the exercise of a non-qualified stock option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares, and generally will be long-term or short-term capital gain, depending on the holding period involved. The tax basis of the shares acquired upon the exercise of any non-qualified stock option will be equal to

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the sum of the exercise price of the non-qualified stock option and the amount included in income with respect to the option. If exercise of an option is permitted other than by cash payment of the exercise price, various special tax rules may apply.

Incentive Stock Options

In general, neither the grant nor the exercise of an incentive stock option will result in taxable income to an option holder or a deduction for us. To receive special tax treatment under the Code as to shares acquired upon exercise of an incentive stock option, an option holder cannot dispose of the shares within two years after the incentive stock option is granted, nor within one year after the transfer of the shares to the option holder pursuant to exercise of the option. In addition, the option holder must be an employee of the Company or a qualified subsidiary at all times between the date of grant and the date three months (one year in the case of disability) before exercise of the option. (Special rules apply in the case of the death of the option holder.)

In the event of a sale of shares of our common stock received upon the exercise of an incentive stock option, the Code generally allows any gain to be treated as a capital gain to the option holder, but the Company will not be entitled to a tax deduction. The exercise of an incentive stock option (if the holding period rules described above are satisfied) will give rise to income includable by the option holder in alternative minimum taxable income in an amount equal to the excess of the fair market value of the stock acquired on the date of the exercise over the exercise price.

If the holding period rules noted above are not satisfied, gain recognized on the disposition of the shares acquired upon the exercise of an incentive stock option will be characterized as ordinary income. This gain will be equal to the difference between the exercise price and the fair market value of the shares at the time of exercise. (Special rules may apply to disqualifying dispositions where the amount realized is less than the value at exercise.) The Company generally will be entitled to a deduction equal to the amount of such gain included by an option holder as ordinary income. Any excess of the amount realized upon such disposition over the fair market value at exercise generally will be long-term or short-term capital gain, depending on the holding period involved. If exercise of an option is permitted other than by cash payment of the exercise price, various special tax rules may apply.

Restricted Stock

Unless a holder of restricted stock makes an “83(b) election” (as discussed below), there generally will be no tax consequences as a result of the grant of restricted stock until the restricted stock is no longer subject to a substantial risk of forfeiture or is transferable (free of the risk). Dividends paid on unvested shares, if retained by the grantee, generally will be treated as ordinary compensation income for U.S. federal income tax purposes (unless an 83(b) election has been made). Generally, when the restrictions are lifted, the holder will recognize ordinary compensation income, and the Company will be entitled to a deduction, equal to the difference between the fair market value of the stock at the time restrictions are lifted and the amount, if any, paid by the holder for the restricted stock, subject to any limitations under Section 162(m) of the Code. Subsequently realized changes in the value of the stock generally will be treated as long-term or short-term capital gain or loss, depending on the length of time the shares were held.

In general terms, if a holder makes an election under Section 83(b) of the Code upon the award of restricted stock, the holder will recognize ordinary compensation income on the date of the award, and the Company will be entitled to a deduction, equal to (i) the fair market value of the restricted stock as though the stock were (A) not subject to a substantial risk of forfeiture or (B) transferable, minus (ii) the amount, if any, paid for the restricted stock. If a holder makes an 83(b) election, there generally will be no tax consequences to the holder when restrictions are lifted, and all subsequent appreciation in the restricted stock generally would be eligible for capital gains treatment. In the event of a forfeiture after an 83(b) election is made, no deduction or loss will be available, other than with respect to amounts actually paid for the stock.

Phantom Shares and Restricted Stock Units

It is generally expected that phantom shares and restricted stock units will be designed with the intention there are no tax consequences as a result of the grant of a phantom share or a restricted stock unit until the associated payment is made. When payment is made, the grantee generally will recognize ordinary income, and the Company generally will be entitled to a deduction, equal to the fair market value of the common stock and cash, as applicable, received upon payment, subject to any limitations under Section 162(m) of the Code.

Dividend Equivalents

There generally will be no tax consequences as a result of the award of a dividend equivalent. When payment is made, the holder of the dividend equivalent generally will recognize ordinary income, and the Company will be entitled to a deduction, equal to the amount received, subject to any limitations under Section 162(m) of the Code.

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Cash Bonuses

When a cash bonus payment is made, the participant generally will recognize ordinary income, and the Company will be entitled to a deduction, equal to the amount of such payment, subject to any limitations under Section 162(m) of the Code.

New Plan Benefits Table

Other than with respect to annual grants of restricted shares of common stock or CSEs to our non-employee directors that will be made on the date of the annual stockholders meeting, it is not possible to determine the benefits or amounts that will be received by or allocated to participants under the 2009 LTIP or would have been received by or allocated to participants for the last completed year because awards under the 2009 LTIP will be made at the discretion of the Compensation Committee. Each non-employee director serving on our Board (other than Mr. Hom who has waived any compensation as a director) will be awarded an annual grant of restricted shares of common stock or CSEs on the date of our annual stockholders meeting having a value of $135,000, or $210,000 in the case of our lead independent director, which will be converted into a number of shares based on the average NYSE closing price for our common stock for the twenty (20) days prior to the date of the annual stockholders meeting. As a result, the aggregate grant value for such grants for all non-employee directors currently on our Board will be $615,000. The aggregate number of shares subject to such awards will depend on the average NYSE closing price for our common stock for the twenty (20) days prior to the date of the annual stockholders meeting.

Awards Granted Under the 2009 LTIP

The following table shows the number of shares of our common stock underlying options, restricted stock units, performance units and shares of restricted stock granted under the 2009 LTIP through April 1, 2024 to certain individuals and certain groups of individuals. The amounts shown are adjusted to give effect to the Reverse Stock Split that was effective March 31, 2023 as described herein.

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Required Vote

The affirmative vote of a majority of all the votes cast at the 2024 Annual Meeting at which a quorum is present is required for approval of the amendments to our 2009 LTIP. 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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Disclosure of Equity Compensation Plan Information⁽¹⁾

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Proposal 4 — 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 2025 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 2024 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 2023 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 CD&A details how our executive compensation program was designed and operated for our named executive officers (“NEOs”), who in 2023 included the following individuals:

Following Mr. Rosenblum’s resignation on December 31, 2023, Mr. Asnas assumed the responsibilities of the Company’s principal accounting officer.

This Compensation Discussion and Analysis discusses our historical compensation program and practices in effect for 2023, supplemented by information regarding certain compensation actions taken after December 31, 2023.

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 2023 Say-on-Pay Proposal

At our 2023 annual meeting of stockholders, our say-on-pay proposal received support from approximately 98% of the votes cast on the proposal, reflecting widespread shareholder support for our fiscal 2022 executive compensation program. As we evaluated our compensation practices for fiscal 2023, we were mindful of the strong support our stockholders expressed for our program.

2023 Compensation Program

Our executive compensation program for 2023 consisted of three primary components:

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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 named executive officers at the beginning of every year. Base salaries of our NEOs who served during 2023 are shown below.

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The base salaries for Messrs. Sugarman, Alvarado and Rosenblum for 2023 were set at the same level as in 2022. The 33% base salary increase for Mr. Asnas in February 2023 was due to 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. Notably, prior to the Merger, a substantial majority of the compensation opportunity for our CEO was historically delivered through iPIP.

Our CEO offered to forego any AIP award for 2023. As reported in the Summary Compensation Table on page 49, our CEO’s total direct compensation in 2023 was comprised 10.7% of base salary which is fixed and 89.3% of incentive-based compensation, consisting of LTIP awards and excluding any merger related grants or special one-time retention awards.

As reported in the Summary Compensation Table on page 49, our other NEOs’ total direct compensation in 2023 was comprised 13.8% of base salary and 86.2% of incentive-based compensation, consisting of their AIP cash awards 9.0% and LTIP awards 77.2% and excluding any merger related grants or special one-time retention awards.

Annual Incentive Plan (AIP)

Our named executive officers, 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 2023, 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 2023, the Committee approved the Strategic Framework Success Rate scorecard to determine AIP funding:

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

The target performance metrics and corresponding AIP pool target funding levels that were approved by the Compensation Committee for 2023 are set forth in the following table. At year-end, the Committee determined actual performance achieved during 2023 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 2023 compared to the target performance metrics and corresponding AIP pool target funding levels established by the Committee, the Committee approved below-target funding of the 2023 AIP pool of $16.2 million. The $16.2 million pool was further decreased by $1.4 million to $14.8 million to adjust for employees who were terminated at the end of 2023 and not eligible to receive an award.

AIP Awards for 2023 (Approved and Paid in February 2024)

For services during 2023, 21% of our AIP pool was awarded to our NEOs and paid in February 2024 in a mix of stock 73% and cash 27%. The stock was awarded under the 2009 LTIP plan and vested immediately upon the grant.

In approving individual AIP awards to our NEOs for services in 2023, the Committee took into consideration the contributions and accomplishments of each NEO, including their performance with reference to specific individual goals developed for each executive. Mr. Sugarman offered to forego any AIP award for 2023. With respect to our other NEOs:

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accomplish those transactions, origination of ground lease investments in very challenging market conditions, leading and enabling our key business functions to achieve operating framework targets, and improving our employee engagement scores.

The following table lists the AIP awards granted to our NEOs for their services during 2023.

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iPIP

Long-term incentive compensation for our NEOs has historically been delivered primarily through iPIP. As described below under “—Merger Related Compensation Actions,” the iPIP program was terminated in connection with the Merger of the Company and Old SAFE, unvested iPIP interests were vested and distributions were made to participants. The ultimate value of awards, if any, under the iPIP was directly tied to the performance of our assets and investments, as well as our relative TSR performance. The discussion below describes the iPIP program applicable through 2023.

The most recent iPIP allocations were granted in February 2021. Because iPIP points were granted to our NEOs every two years, our NEOs who received grants of iPIP points in 2021 in the 2019-2020 iPIP pools did not receive any grants of iPIP points in 2022. No iPIP points were granted in 2023 either, since it was determined to terminate the iPIP program in connection with the Merger of the Company and Old SAFE.

LTIP

In addition to the iPIP program, which prior to the Merger, served as the primary vehicle for providing long-term incentive compensation to our NEOs, other senior executives, and investment professionals, we have also granted equity-based awards under the 2009 LTIP as deemed appropriate. Prior to the Merger, these awards typically were in the form of restricted stock units (“Units”) that entitled the holder to receive an equivalent number of shares of our common stock if and when the Units vest. The Units that were granted prior to 2023 vested in full on the closing of the Merger. Since the iPIP program has been terminated, going forward, we expect the 2009 LTIP will be a primary vehicle for providing long-term incentive compensation and annual stock bonus awards to our NEOs and other employees.

New Restricted Stock Unit Awards

Prior to the consummation of the Merger, effective in March 2023, Old SAFE awarded 173,064, 173,064, 60,105 and 8,654 restricted stock units in respect of shares of Old SAFE Common Stock to Mr. Sugarman, Mr. Alvarado, Mr. Asnas and Mr. Rosenblum, respectively, under Old SAFE’s 2017 Equity Incentive Plan, which automatically converted into restricted stock units in respect of shares of the Company’s Common Stock on a one-for-one basis in connection with the Merger (the “New Restricted Stock Unit Awards”). These awards were approved by the Company’s compensation committee and the compensation committee of Old SAFE, and vest in substantially equal installments over four years with 25% vesting on each anniversary of the grant date, subject to the recipient’s continued employment through the applicable vesting date. Mr. Alvarado and Mr. Rosenblum forfeited all of their New Restricted Stock Unit Awards upon their respective resignations.

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