🧾 What This Document Is

This is a definitive proxy statement (DEF 14A), a formal document required by the SEC for public companies. Think of it as an information packet and ballot for shareholders. It explains the issues up for a vote at the upcoming annual meeting and provides the background needed to make informed decisions.

🏢 What The Company Does

👉 In simple terms, Safehold Inc. (SAFE) is a real estate company that owns the land beneath buildings. Instead of selling the land, they sign very long-term leases (often 99 years) with the building owners, who pay Safehold regular rent. It's a specialized niche within real estate finance.

📅 The Annual Meeting Details

Shareholders are invited to a virtual meeting:

• When: Thursday, May 14, 2026, at 9:00 a.m. Eastern Time.
• Where: Online at meetnow.global/MXMP4CQ
• Who can vote: You must be a shareholder of record by March 20, 2026.
• What to vote on: Four main proposals are listed below.

👥 Proposal 1: Meet the Board Nominees

The Board of Directors is asking shareholders to elect five directors. All are current board members.

• Jay Sugarman (Age 63): Chairman & CEO. The founder with decades of leadership.
• Stefan Selig (Age 63): Lead Independent Director. Former U.S. Under Secretary of Commerce and investment banker.
• Robin Josephs (Age 66): Director since 1998. Former Goldman Sachs executive.
• Jay Nydick (Age 61): Co-Founder of a real estate investment manager.
• Barry Ridings (Age 74): Former Vice Chairman at Lazard investment bank.

👉 Why it matters: The board provides strategic oversight. A mix of long tenure (like Ms. Josephs) and fresh perspectives (like Mr. Nydick's investment management) is intended to balance experience and innovation.

⚖️ Governance & Leadership Structure

Safehold has a combined Chairman & CEO role (Jay Sugarman). To ensure strong independent oversight, the board has a powerful Lead Independent Director (Stefan Selig), who presides over meetings of independent directors and serves as a liaison.

• Board Committees: All are chaired by independent directors:
  • Audit: Robin Josephs (Chair)
  • Compensation: Barry Ridings (Chair)
  • Nominating & Governance: Jay Nydick (Chair)
  • Investment: Jay Nydick (Chair)
• Defensive Measures: The company does not have a "poison pill" and has opted out of certain Maryland takeover defenses.

📊 Proposal 2: Ratify the Auditor

The board recommends shareholders ratify (approve) the selection of Deloitte & Touche LLP as the independent auditing firm for 2026.

• 2025 Audit Fees: $1.11 million
• Total Fees to Deloitte in 2025: $1.28 million

👉 Why it matters: Auditors are the external watchdogs that verify a company's financial statements are accurate. Shareholder ratification is a standard good governance practice.

💼 Proposal 3: Amend the Incentive Plan

The company is asking shareholders to approve an amendment to its 2009 Long Term Incentive Plan. Key changes include:

• Increasing the number of shares available for grants by 1,600,000 shares.
• Adding flexibility for performance-based awards.
• Updating plan terms to modern governance standards.

👉 Why it matters: This plan is how the company awards stock to attract and retain talent. More shares in the plan mean the company can continue to use equity as a key part of executive and employee compensation.

💰 Proposal 4: Advisory Vote on Executive Pay (Say-on-Pay)

Shareholders are asked to vote, on a non-binding advisory basis, to approve the compensation of the named executive officers. This is the annual "Say-on-Pay" vote, allowing shareholders to voice approval or disapproval of the pay packages detailed later in the document.

🌍 ESG & Cybersecurity

The proxy highlights the company's focus on Environmental, Social, and Governance issues.

• Environmental: Focus on climate risk in its long-term investments and tenant engagement for green building practices.
• Cybersecurity: Managed through the Audit Committee. The company uses a Cloud-based infrastructure and follows the NIST Cybersecurity Framework. It reports no material breaches to date.

🧠 The Analogy

Think of this proxy statement as a corporate "owner's manual" and election ballot rolled into one. Just as a condo association sends out documents detailing the board candidates, the budget for repairs (auditor fees), and changes to the association's rules (incentive plan amendment) before a homeowner vote, Safehold is doing the same for its shareholders. It provides all the necessary context—from who is running the show to how they are paid and watched over—so shareholders can cast their votes wisely.

📇 Key Contacts & People

• Corporate Secretary: Austin L. Lee (General Counsel, Corporate and Secretary)
• For Shareholder Communications: [email protected] or by mail to Safehold Inc., 1114 Avenue of the Americas, 39th Floor, New York, NY 10036.
• Proxy/Voting Inquiries:
  • Registered Holders: www.envisionreports.com/SAFE or 1-800-652-8683
  • Beneficial Owners: www.proxyvote.com or 1-800-690-6903

🧩 Final Takeaway

Safehold's 2026 proxy is primarily about continuity and governance. Shareholders are asked to re-elect an experienced board, maintain their trusted auditor, and approve a standard plan amendment to keep compensating talent with equity. The document emphasizes the board's independent oversight and the company's risk management, especially in cybersecurity, signaling a focus on stability and long-term strategy.