Mr. Richardson also served as the Chief Financial Officer and President of Land and Development of iStar, Inc., a NYSE-listed REIT, and as the Chief Financial Officer of Safehold Inc., a
NYSE-listed ground lease REIT that is externally managed by iStar, from March 2018 to May 2019. Mr. Richardson also served as the Chief Financial Officer of The Howard Hughes Corporation, a NYSE-listed company that owns, manages and develops
commercial, residential and mixed-use real estate throughout the U.S., from 2011 to 2016 and as the Chief Financial Officer of NorthStar Realty Finance Corp., a NYSE-listed real estate finance company, from
2006 to 2011. We believe Mr. Richardsons extensive public company experience in the real estate finance and land development sectors brings important and valuable skills to the Board.
Jeffrey S. Yarckin has served as one of our directors since November 2019. He is chairman of the Compensation Committee and a member of the Governance
Committee. Mr. Yarckin is currently the President and Chief Operating Officer and a co-founder of TriGate Capital, LLC, a real estate private equity firm. He has served in this capacity since 2007.
Previously, Mr. Yarckin served as Co-President and Chief Executive Officer of ORIX Capital Markets, LLC, the proprietary trading, investment and asset management arm of ORIX USA Corporation, from 2004 to
2007 and prior to that was a founding partner of the Lone Star Funds. We believe Mr. Yarckins experience in real estate investing, as well as his real estate private equity experience and relationships within the real estate industry,
brings important and valuable skills to the Board.
There are no family relationships among our directors or executive officers.
Based upon the recommendation of the Governance Committee, John P. Albright, Mark O. Decker, Jr., Rachel Elias Wein, M. Carson Good, Andrew C. Richardson
and Jeffrey S. Yarckin have each been nominated by the Board to be re-elected to the Board for new one-year terms expiring at the 2023 annual meeting of stockholders.
All of the Boards nominees for election as directors are currently directors and have been
re-nominated by the Board. Each of the Boards nominees has consented in writing to being named in this proxy statement and indicated his or her willingness to serve if elected.
Unless otherwise specified when the proxy is appointed (whether by Internet, telephone or executed and returned proxy card), all proxies will be voted
for the election of the persons who have been recommended to the Board by the Governance Committee as nominees for director. If any nominee should be unable to serve, which is not anticipated, the proxy will be voted for such other persons as shall
be determined by the persons named in the proxy in accordance with their judgment.
Our Board of Directors recommends a vote FOR the
election of John P. Albright, Mark O. Decker, Jr., Rachel Elias Wein, M. Carson Good, Andrew C. Richardson and Jeffrey S. Yarckin as directors. To vote for these nominees, please vote by telephone or over the Internet, or by requesting,
completing and returning a proxy card, all as described in the Internet Availability Notice.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS
COMMITTEES
Board Leadership Structure
We have
adopted, as part of the charter of the Governance Committee, a policy that the Chairman of the Board be an independent director. The Board believes that this is the most appropriate leadership structure for the Company, because having the Board
operate under the leadership and direction of someone independent from management provides the Board with the most effective mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the Company. It
also allows our president and chief executive officer to focus his time on running our day-to-day business. The Chairman is appointed by the non-management directors annually. Mr. Richardson, an independent director, currently serves as the Chairman of the Board.
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