STARWOOD REAL ESTATE INCOME TRUST, INC. INDEPENDENT DIRECTOR COMPENSATION POLICY
Effective Date
On November 4, 2022, the Board of Directors (the “Board”) of Starwood Real Estate Income Trust, Inc. (the “Company”) adopted this Independent Director Compensation Policy, to be effective as of January 1, 2023. This policy supersedes in its entirety that policy approved by the Board on December 28, 2021. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Starwood Real Estate Income Trust, Inc. Independent Director Restricted Share Plan (the “Plan”).
Eligibility
This policy shall apply to directors of the Company who meet the requirements set forth for an “independent director” in the Company’s Charter.
Compensation
Each Independent Director shall receive an annual retainer of $225,000. The lead independent director of the Board shall receive an additional annual retainer of $20,000, the chairperson of the Board’s audit committee shall receive an additional annual retainer of $20,000 and the chairperson of the Board’s compensation committee shall receive an additional annual retainer of $10,000 (the “Compensation”). The Compensation shall remain in effect until changed by the Board.
Payment Timing and Form
The Company will pay the Compensation in quarterly installments of which 40% shall be paid in cash in arrears, as soon as possible following the end of the calendar quarter to which the Compensation relates, and the remaining 60% shall be paid in the form of restricted shares of the Company’s Class I common stock (“Class I Restricted Stock”).
Terms and Conditions of Class I Restricted Stock
DOCPROPERTY "CUS_DocIDChunk0" LEGAL02/41299876v2
(i) of the foregoing sentence, then the Independent Director shall forfeit all of his or her right, title and interest in and to any unvested shares of Restricted Stock as of the date of such termination from the Board and such Restricted Stock shall be reconveyed to the Company without further consideration or any act or action by the Independent Director.
Proration
DOCPROPERTY "CUS_DocIDChunk0" LEGAL02/41299876v2