Additional Proxy Soliciting Materials (definitive) (defa14a)
02 Maio 2022 - 4:00PM
Edgar (US Regulatory)
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 x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
x | Definitive Additional Materials |
¨ | Soliciting Material under §240.14a-12 |
iStar Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨ | Fee paid previously with preliminary materials. |
¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
May 2, 2022
Dear iStar Shareholder,
iStar Inc.’s
2022 Annual Meeting of Shareholders will be held on May 12, 2022. We are asking for your support at the Annual Meeting by voting
in accordance with the recommendations of our Board of Directors on all proposals. Specifically, we ask for your support in voting FOR
the re-election of all of the nominees listed in Proposal 1 and FOR “Proposal 2. Approval of non-binding, advisory vote to approve
executive compensation (Say-on-Pay)”.for the reasons described in the definitive proxy statement for our Annual Meeting that we
filed with the SEC, which is available on our website at: https://ir.istar.com/static-files/c23f6b0e-6944-407c-a8a6-86f6d9895646.
In connection with this request, we are making
available these supplemental proxy materials to provide further context into the decision-making process of the Compensation Committee
and the Board in determining long term incentive (LTI) compensation and, more specifically, the allocation of points under our iStar
Performance Incentive Plan (iPIP). The Committee is keenly focused on ensuring that our named executive officers’ (NEOs’)
pay is aligned with Company and individual performance.
Our Committee discusses Company and management team performance on
a regular basis, including at every regular Committee meeting. Decisions on incentive compensation are based on this holistic review of
performance, with the pre-determined goals that the Committee has established as a foundation for these decisions. While the Compensation
Discussion and Analysis (CD&A) in our definitive proxy statement describes in narrative form the detailed performance metrics and
weighting utilized by the Committee in determining elements of our executives’ compensation, including LTI compensation in the form
of iPIP allocations, we did not provide a “scorecard” describing the pre-determined goals and performance against these goals
as we had previously committed to do in response to shareholder feedback. That scorecard is included in the information presented
below.
As described in the CD&A in our
definitive proxy statement, our NEO compensation program relies on three elements:
| • | Base salary, which we review annually to ensure
competitiveness, is the only form of non-performance-based compensation we provide and represents the smallest portion of total pay |
| • | Annual incentives under our Annual
Incentive Plan (AIP), which provides the opportunity to earn additional cash and equity compensation based on performance against
pre-determined financial and operating goals and is capped in the event our TSR for the year is not positive. Twenty percent (20%)
of the annual incentives awarded to NEOs is delivered in the form of shares of our common stock that are subject to transfer
restrictions for 18 months following the grant date |
| • | Long-term incentives under the iPIP, which provides
the greatest portion of our NEOs’ earning opportunity and is 100% at-risk based on our absolute and relative performance over several
years. |
For the annual incentives under the AIP, in
the beginning of 2021, the Committee approved three performance metrics that would be assessed to determine funding under our AIP
for 2021. At the end of the year, the Committee assessed performance against the pre-determined goals for each metric and the AIP
was funded based upon the performance achieved.
AIP Performance Metrics |
Weighting |
Adjusted Book Value Per Share |
35% |
Total Shareholder Return |
35% |
Strategic Framework Success: Performance
relative to seven predetermined goals directly linked to our strategic framework
• Ground
lease originations at Safehold
• Investment
grade unsecured credit rating and capital markets offering
• Monetization
of legacy assets
• Improvement
in employee engagement scores
• Improvement
in DEI culture score
• Improved
ESG scores with leading ESG rating agencies
• Safehold
stock price increase – absolute and relative |
30%
|
For the long-term incentives under the iPIP, allocations
of iPIP points are granted to our NEOs every two years, and reflect interests in pools of investments made during a two-year period. The
most recent iPIP allocations were granted in February 2021 in new 2021-2022 iPIP pools. In its decision-making for these February 2021
iPIP allocations, in the beginning of 2020, the Committee approved performance metrics consisting of financial goals and qualitative factors
to be evaluated in determining the iPIP allocations. At the end of 2020, the Committee assessed performance against the pre-determined
goals for each metric.
The scorecard presented below reflects the
performance metrics, approved in the beginning of 2020 for iPIP allocations, and the performance achieved against those performance
metrics, evaluated at the end of 2020, that were taken into consideration by the Committee in determining the allocation of iPIP
Points in 2021:
Financial
Goals (70%) |
Exceeded
(+), Met (=), or Underperformed (-) |
Qualitative
Goals (30%) |
Exceeded
(+), Met (=), or Underperformed (-) |
• Share
price performance (Total Shareholder Return) |
+ |
• Strategic
planning (overall vision) |
= |
• Liquidity |
= |
• Strategic
planning (new business positioning) |
= |
• Leverage |
= |
• Succession
planning |
= |
• Cash
Flow |
= |
• Investor
relations / outreach |
= |
• Adjusted
book value per share |
+ |
• Corporate
culture / engagement |
= |
In its decision-making for the February 2021 iPIP allocations
made to our NEOs, the Committee assessed the Company’s 2020 performance against these metrics, as well as the overall individual
contributions of our CEO in achieving the results attained in all of the areas covered, and the specific individual contributions of our
President and our Chief Accounting Officer in achieving the results attained in the areas under their particular supervision.
Based on this assessment, the Committee approved the iPIP point allocations for our CEO and our other NEOs in 2021 as shown below:
Executive |
2021 iPIP Awards
(2021-2022 iPIP Pools)* |
Comparison to 2019 iPIP Awards
(the most recent prior year for which
iPIP points were awarded) |
Jay Sugarman |
12.5 |
Reduction of 27.5 points |
Marcos Alvarado |
12.5 |
Reduction of 12.5 points |
Garett Rosenblum |
1.0 |
Not applicable** |
• | Jeremy Fox-Geen, our former chief financial officer, was granted 10.0
iPIP Points in February 2021, which were forfeited when he resigned in May 2021 |
** | Mr. Rosenblum was not an NEO in 2019 (he assumed the principal financial officer role in May 2021) |
The Committee believes this approach demonstrates the rigor applied
to determining iPIP point allocations and the continued emphasis on ensuring that pay and performance at iStar remain aligned.
We look forward to continuing our engagement
with our shareholders on executive compensation matters and will be grateful for your support in voting FOR the election of all of
our nominees and FOR the Say on Pay proposal .
Compensation Committee of the Board of Directors
Barry Ridings (Chairman)
David Eisenberg
Robin Josephs
iStar (NYSE:STAR-D)
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