Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Safehold Inc. |
Entity Central Index Key | 0001095651 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | 2022 Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.” The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The following table summarizes the total Compensation Actually Paid to our CEO and our other NEOs versus the performance of the Company for the fiscal years ended December 31, 2022, 2021 and 2020, calculated in accordance with SEC rules. The amounts below shown for Compensation Actually Paid do not represent the value of cash and shares of the Company’s common stock received by our CEO and other NEOs during the year, but rather is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards based on the value of our common stock. As a result of the calculation methodology required by the SEC, compensation actually paid amounts below differ from compensation actually earned, realized or received by the individuals. Year Summary Compensation (1) Average (1)(2) Average (2) Value of Initial Fixed $100 Net Adjusted Total Company Peer Group (3) 2022 693,050 (35,246,696 ) 1,865,729 (6,825,709 ) 72.40 99.8 135,400 10.25 2021 2,327,438 22,622,598 2,818,533 5,066,513 209.90 132.2 73,100 33.85 2020 935,522 54,177,271 2,798,620 19,241,894 188.20 92.4 59,200 33.65 (1) Compensation Actually Paid (CAP) amounts reflect the following adjustments, computed in accordance with SEC rules: (a) total compensation reported in the Summary Compensation Table, Minus (b) the grant date fair value of Stock Awards reported in the Summary Compensation Table for the covered year, Plus (c) for Stock Awards granted during the covered year that were unvested at the end of the covered year, the fair value of unvested Stock Awards at the end of the covered year, Plus (d) for Stock Awards granted during the covered year that vested during the covered year, the fair value of such Stock Awards on the vesting date, Plus (or Minus) (e) for Stock Awards granted prior to the covered year that were unvested at the end of the covered year, the change in fair value of unvested Stock Awards during the covered year, Plus (or Minus) (f) for Stock Awards granted prior to the covered year that vested during the covered year, the change in fair value of such Stock Awards from the end of the prior year to the vesting date, Minus (g) for Stock Awards granted prior to the covered year that failed to meet applicable vesting standards, the fair value of such Stock Awards as of the end of the prior year The fair value of Stock Awards is calculated based on assumptions determined in accordance with FASB ASC Topic 718. (2) Other NEOs included in the average calculations are: 2022: Messrs. Alvarado, Asnas (who has served as our CFO since February 2022) and Rosenblum (who served as our principal financial officer from May 2021-February 2022) 2021: Messrs. Alvarado, Rosenblum and Fox-Geen, who served as our CFO from March 2020-May 2021 2020: Messrs. Alvarado and Fox-Geen (3) Company total stockholder return is calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. Peer Group Total Shareholder Return reflects the MSCI US REIT Index based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. (4) See Exhibit A for the calculation of Adjusted Book Value Per Share, as derived from the Company’s audited financial statements for the relevant year. A reconciliation of CAP amounts shown in the preceding table for our CEO and other NEOs, reflecting the adjustments described in Note (1) above, is as follows: CEO 2022 ($) 2021 ($) 2020 ($) Summary Compensation Table Total 693,050 2,327,438 935,522 Minus [-] : Stock Awards Granted During the Covered Year (80,000 ) (1,389,405 ) — Plus [+] : Year-End Fair Value of Unvested Stock Awards Granted During the Covered Year — 275,000 — Plus [+] : Fair Value on Vesting Date of Stock Awards Granted and Vested During the Covered Year 80,000 80,000 — Plus (Minus) [+/-] : Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that were Unvested at Year-End (35,939,746 ) 21,329,565 53,241,749 Plus (Minus) [+/-]: Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that Vested During the Covered Year — — — Compensation Actually Paid (CAP) (35,246,696 ) 22,622,598 54,177,271 Other NEOs (Average) 2022 2021 2020 Summary Compensation Table Total 1,865,729 2,818,533 2,798,620 Minus [-] : Stock Awards Granted During the Covered Year (691.000 ) (1,450,560 ) (1,156,783 ) Plus [+] : Year-End Fair Value of Unvested Stock Awards Granted During the 126,564 560,608 1,733,934 Plus [+] : Fair Value on Vesting Date of Stock Awards Granted and Vested During the Covered Year 274,333 163,333 275,000 Plus (Minus) [+/-] : Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that were Unvested at Year-End (8,391,950 ) 4,386,733 15,591,295 (Minus) [-]: Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that Vested During the Covered Year (9,385 ) (671 ) (172 ) (Minus) [-]: Prior Year-End Value of Stock Awards Granted In Prior Years that Forfeited During Covered Year (1,411,464 ) Compensation Actually Paid (CAP) (6,825,709 ) 5,066,513 19,241,894 | ||
Company Selected Measure Name | Adjusted Book Value Per Share | ||
Named Executive Officers, Footnote [Text Block] | (2) Other NEOs included in the average calculations are: 2022: Messrs. Alvarado, Asnas (who has served as our CFO since February 2022) and Rosenblum (who served as our principal financial officer from May 2021-February 2022) 2021: Messrs. Alvarado, Rosenblum and Fox-Geen, who served as our CFO from March 2020-May 2021 2020: Messrs. Alvarado and Fox-Geen | ||
Peer Group Issuers, Footnote [Text Block] | (3) Company total stockholder return is calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. Peer Group Total Shareholder Return reflects the MSCI US REIT Index based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. | ||
PEO Total Compensation Amount | $ 693,050 | $ 2,327,438 | $ 935,522 |
PEO Actually Paid Compensation Amount | $ (35,246,696) | 22,622,598 | 54,177,271 |
Adjustment To PEO Compensation, Footnote [Text Block] | A reconciliation of CAP amounts shown in the preceding table for our CEO and other NEOs, reflecting the adjustments described in Note (1) above, is as follows: CEO 2022 ($) 2021 ($) 2020 ($) Summary Compensation Table Total 693,050 2,327,438 935,522 Minus [-] : Stock Awards Granted During the Covered Year (80,000 ) (1,389,405 ) — Plus [+] : Year-End Fair Value of Unvested Stock Awards Granted During the Covered Year — 275,000 — Plus [+] : Fair Value on Vesting Date of Stock Awards Granted and Vested During the Covered Year 80,000 80,000 — Plus (Minus) [+/-] : Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that were Unvested at Year-End (35,939,746 ) 21,329,565 53,241,749 Plus (Minus) [+/-]: Year-Over-Year Change in Fair Value of Stock Awards Granted In Prior Years that Vested During the Covered Year — — — Compensation Actually Paid (CAP) (35,246,696 ) 22,622,598 54,177,271 | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,865,729 | 2,818,533 | 2,798,620 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (6,825,709) | 5,066,513 | 19,241,894 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | A reconciliation of CAP amounts shown in the preceding table for our CEO and other NEOs, reflecting the adjustments described in Note (1) above, is as follows: Other NEOs (Average) 2022 2021 2020 Summary Compensation Table Total 1,865,729 2,818,533 2,798,620 Minus [-] : Stock Awards Granted During the Covered Year (691.000 ) (1,450,560 ) (1,156,783 ) Plus [+] : Year-End Fair Value of Unvested Stock Awards Granted During the 126,564 560,608 1,733,934 Plus [+] : Fair Value on Vesting Date of Stock Awards Granted and Vested During the Covered Year 274,333 163,333 275,000 Plus (Minus) [+/-] : Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that were Unvested at Year-End (8,391,950 ) 4,386,733 15,591,295 (Minus) [-]: Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that Vested During the Covered Year (9,385 ) (671 ) (172 ) (Minus) [-]: Prior Year-End Value of Stock Awards Granted In Prior Years that Forfeited During Covered Year (1,411,464 ) Compensation Actually Paid (CAP) (6,825,709 ) 5,066,513 19,241,894 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Tabular List [Table Text Block] | The following table lists the most important financial and non-financial performance measures used by the Company at the beginning of 2022 in setting pay-for-performance compensation for 2022. These measures are not listed in order of importance. See the “Compensation Discussion and Analysis” section included elsewhere in this proxy statement and in our historical proxy statements for additional detail on executive compensation actions. Performance measure Description Adjusted Book Value Per Share Adjusted Book Value Per Share has been used as a performance metric since 2020, based on the Compensation Committee’s conclusion that it was appropriately aligned with the Company’s strategic goals and less volatile than other measures, such as earnings per share, that did not adequately take into consideration several of the business’ key performance indicators Total Shareholder Return Total cumulative shareholder returns of our common stock compared to the Standard & Poor’s 500 Index and the Standard & Poor’s 500 Financial Sector Index Strategic Framework Success Rate A scorecard that assesses performance relative to seven predetermined goals directly linked to our strategic framework: | ||
Total Shareholder Return Amount | $ 72.4 | 209.9 | 188.2 |
Peer Group Total Shareholder Return Amount | 99.8 | 132.2 | 92.4 |
Net Income (Loss) | $ 135,400,000 | $ 73,100,000 | $ 59,200,000 |
Company Selected Measure Amount | $ / shares | 10.25 | 33.85 | 33.65 |
PEO Name | Mr. Sugarman | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Book Value Per Share | ||
Non-GAAP Measure Description [Text Block] | (4) See Exhibit A for the calculation of Adjusted Book Value Per Share, as derived from the Company’s audited financial statements for the relevant year. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Shareholder Return | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Strategic Framework Success Rate | ||
PEO [Member] | Minus [-]: Stock Awards Granted During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (80,000) | $ (1,389,405) | |
PEO [Member] | Plus [+]: Year-End Fair Value of Unvested Stock Awards Granted During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 275,000 | ||
PEO [Member] | Plus (Minus) [+/-]: Fair Value on Vesting Date of Stock Awards Granted and Vested During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 80,000 | 80,000 | |
PEO [Member] | Plus (Minus) [+/-]: Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that were Unvested at Year-End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (35,939,746) | 21,329,565 | $ 53,241,749 |
Non-PEO NEO [Member] | Minus [-]: Stock Awards Granted During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (691) | (1,450,560) | (1,156,783) |
Non-PEO NEO [Member] | Plus [+]: Year-End Fair Value of Unvested Stock Awards Granted During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 126,564 | 560,608 | 1,733,934 |
Non-PEO NEO [Member] | Plus (Minus) [+/-]: Fair Value on Vesting Date of Stock Awards Granted and Vested During Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 274,333 | 163,333 | 275,000 |
Non-PEO NEO [Member] | Plus (Minus) [+/-]: Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that were Unvested at Year-End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,391,950) | 4,386,733 | 15,591,295 |
Non-PEO NEO [Member] | Plus (Minus) [+/-]: Year-Over-Year Change in Value of Stock Awards Granted In Prior Years that Vested During the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (9,385) | (671) | $ (172) |
Non-PEO NEO [Member] | (Minus) [-]: Prior Year-End Value of Stock Awards Granted In Prior Years that Forfeited During Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (1,411,464) |