📋 What This Document Is

This is a proxy statement (called a "DEF 14A"). Think of it as an invitation and instruction manual for a company's annual shareholder meeting. BrightSpire Capital is asking its owners (shareholders) to vote on several important company decisions. This document explains what those decisions are and recommends how to vote.

👉 Why it matters: Shareholders own the company, but they can't all attend a meeting. This document lets them have a say by appointing someone else (a "proxy") to vote on their behalf.

🏢 What The Company Does

In simple terms, BrightSpire Capital is a specialized real estate lender. They are a Real Estate Investment Trust (REIT) focused on commercial real estate (CRE) credit.

👉 Their core business: They primarily make first mortgage loans on properties like offices, hotels, and other commercial buildings. They also own some properties directly that are leased to single tenants (called "net leased properties"). Their goal is to generate steady income (through loan interest and rent) and protect the money their shareholders invest.

🗓️ The 2026 Annual Meeting

When: Wednesday, May 13, 2026, at 10:00 a.m. Eastern Time.
Where: Virtual Only via live webcast.
Webcast Link: https://edge.media-server.com/mmc/p/df54cvr3
Passcode: brightspire2026
Record Date: You can vote if you owned shares on March 23, 2026.
Quorum Needed: Over 50% of shares must be represented for voting to proceed.

🗳️ Proposals and Board Recommendations

The company's Board of Directors recommends voting FOR all four main proposals. Here they are:

Elect Five Directors: Choose the company's governing board members.
Approve Executive Pay ("Say-on-Pay"): A non-binding, advisory vote to approve how much the top executives were paid in 2025.
Ratify the Auditor: Confirm the hiring of Deloitte & Touche LLP as the independent accounting firm for 2026.
Amend the Equity Incentive Plan: Approve adding 10,000,000 more shares to the company's stock award plan for employees and directors.

👥 Meet the Board Nominees

The Board recommends electing these five individuals. Four are independent, meaning they have no material ties to the company besides their board role.

Name	Since	Independent?	Key Background
Catherine D. Rice (Chair)	2018	Yes	Former CFO, real estate investment banking expert.
Kim S. Diamond	2021	Yes	Founding exec at Kroll Bond Rating Agency, CRE credit expert.
Catherine Long	2021	Yes	Co-founded and was CFO of STORE Capital (a net-lease REIT).
Vernon B. Schwartz	2018	Yes	Former EVP at iStar, extensive real estate investment experience.
Michael J. Mazzei	2020	No	Company CEO. Over 35 years in commercial real estate finance.

👉 Why it matters: The board oversees management and protects shareholder interests. The high level of independence (4 out of 5) is a corporate governance best practice.

💰 Executive Compensation Snapshot

The top executives for 2025 were:

Michael J. Mazzei - Chief Executive Officer
Andrew E. Witt - President & Chief Operating Officer
Frank V. Saracino - Chief Financial Officer, Treasurer & EVP
David A. Palamé - General Counsel, Secretary & EVP

Their pay packages typically include a base salary, an annual cash bonus based on company and individual performance, and long-term incentives in the form of company stock (restricted stock units). This aligns their interests with shareholders—they do well when the stock does well.

🔍 Key Governance Details

Board Structure: Separate CEO and Independent Chairperson roles. Catherine D. Rice is the Independent Chair.
Board Meetings: The board met 4 times in 2025. All directors attended 100% of meetings.
Committee Work: Key committees (Audit, Compensation, Nominating) are filled entirely with independent directors and also met regularly in 2025.
Stockholder Engagement: The company has a process for shareholders to communicate directly with the board.
Hedging/Pledging Policy: Directors and executives are prohibited from hedging the company's stock or pledging it as loan collateral.

📇 Key Contacts & People

General Counsel & Secretary: David A. Palamé
Investor Relations: +1-310-829-5400 (or via website contact form)
Proxy Solicitor: D.F. King & Co., Inc.
Virtual Meeting Technical Support: Available via link on the meeting website.
Equiniti Trust Company, LLC (Transfer Agent): For questions about share ownership, contact [email protected].

🧠 The Analogy

Imagine your neighborhood association is having its big yearly meeting. This document is the meeting agenda packet mailed to every homeowner. It says: "Here's who we propose for the board, here's what we paid our management company last year (and we ask if you approve), here's who we suggest for the audit, and we want to spend some of the association's reserve funds on a new project—do you agree?" You can read it all, then either attend online to vote or mail in your ballot telling someone else how to vote for you.

🧩 Final Takeaway

This proxy statement is about shareholder voice and oversight. BrightSpire is asking its owners to rubber-stamp its chosen directors, its executive pay philosophy, its auditor, and an expanded pool of stock for employee incentives. The board's universal "FOR" recommendations signal that these are considered routine and vital for ongoing operations. Your vote, as a shareholder, is your tool to approve or express concern about these governance and compensation matters.

BrightSpire Capital, Inc. — DEF 14A Filing