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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934


Filed by the Registrant ý
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Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


SAFEHOLD INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1114 Avenue of the Americas
39th Floor
New York, New York 10036

Notice of 2021 Annual Meeting of Shareholders


When	Where	Record Date
Monday, June 7, 2021 9:00 a.m. Eastern time	A virtual meeting via the internet at www.meetingcenter.io/226980508	Shareholders of record at the close of business on March 9, 2021 are entitled to notice of and to vote

Items of Business



Proposal 1	Election of directors
	o Dean Adler	o Robin Josephs	o Jay Nydick
	o Stefan Selig	o Jay Sugarman

Proposal 2	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021

Proposal 3	Non-binding, advisory vote to approve executive compensation ("Say on Pay")

Proposal 4	Non-binding, advisory vote to approve frequency of vote on executive compensation ("Say When on Pay")

	In addition, at the annual meeting we will transact such other business as may properly come before the meeting or any postponement or adjournment of the meeting.

Record Date

The board has fixed the close of business on March 9, 2021 as the record date for the determination of shareholders entitled to receive notice of and to vote at the annual meeting or any postponement or

adjournment of the meeting. Only holders of record of our common stock at the close of business on that date will be entitled to vote at the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 7, 2021

We make proxy materials available to our shareholders on the Internet. You can access proxy materials including our 2020 annual report to shareholders at www.envisionreports.com/SAFE.


		By Order of the Board of Directors,

		Geoffrey M. Dugan General Counsel, Corporate and Secretary

April 29, 2021

Whether or not you expect to attend the annual meeting via the internet, to ensure your representation at the annual meeting, please mark, sign, date and return the attached proxy card as promptly as possible.

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Table of Contents


Proxy Summary		1

Proposal 1—Election of Directors		6

Board of Directors		6

Director Nomination and Qualifications		6

Director Nominees		7

Board Leadership Structure		10

Lead Independent Director		10

Board Composition and Diversity		11

Director Independence		11

Board and Committee Annual Assessments		12

Board Meetings Held during 2019		12

Executive Sessions		12

Committees Established by the Board		13

Board of Directors Compensation Committee Interlocks and Insider Participation		16

Service on Other Boards		16

Risk Oversight		16

Director Nominations by Shareholders		17

Communications with the Board		17

Director Compensation		18

Corporate Governance		19

Corporate Governance Profile		19

Code of Conduct		19

Disclosure Committee		20

Environmental, Social and Governance (ESG) Program		20

Cybersecurity		20

No Shareholder Rights Plan		21

Executive Compensation		22

Compensation Committee Report		22

Compensation Discussion and Analysis		23

Indemnification		29


Proposal 2—Ratification of the Appointment of Independent Registered Public Accounting Firm		30

Audit Matters		30

Accounting Fees and Services		30

Report of the Audit Committee		31

Proposal 3—Non-binding, advisory vote to approve executive compensation ("Say on Pay")		33

Proposal 4—Non-binding, advisory vote on the frequency of shareholder advisory vote on executive compensation ("Say When on Pay")		34

Stock Ownership Information		35

Security Ownership of Certain Beneficial Owners and Management		35

Section 16(a) Beneficial Ownership Reporting Compliance		36

Certain Relationships and Related Transactions		37

Policies and Procedures with Respect to Related Party Transactions		37

Management Agreement		38

Exclusivity Agreement		38

Stockholder's Agreement with iStar		39

Stockholder's Agreements with Continuing Investors		39

Registration Rights		40

Transactions with Related Party		40

Ownership		42

Our Equity Offerings and Concurrent Private Placements		42

Information about the Annual Meeting and Voting		43

Other Matters		46

Shareholder Proposals for the 2022 Annual Meeting		46

Householding of Proxy Materials		46

Availability of 2020 Annual Report		47

Additional Information		47


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Proxy Statement

Safehold Inc. Annual Meeting of Shareholders
To Be Held on June 7, 2021

We are making this proxy statement available to holders of our common stock on or about April 29, 2021 in connection with the solicitation by our Board of Directors of proxies to be voted at our 2021 annual meeting of shareholders or at any postponement or adjournment of the annual meeting. Our common stock is listed on the New York Stock Exchange, or the NYSE, and is traded under the symbol "SAFE."

This proxy statement is accompanied by a copy of our Annual Report to Shareholders for the year ended December 31, 2020. Additional copies of the Annual Report, including our financial statements at and for the year ended December 31, 2020, may be obtained:



		on our website: www.safeholdinc.com



		by calling Investor Relations: (212) 930-9400

		by writing to: Safehold Inc. Attention: Investor Relations 1114 Avenue of the Americas 39th Floor New York, NY 10036

Copies will be furnished at no additional expense. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the Securities and Exchange Commission, or SEC.


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Proxy Summary

This summary represents only selected information. You should review the entire proxy statement before voting.

Safehold Inc. 2021 Annual Meeting of Shareholders


When	Where	Record Date
June 7, 2021, 9:00 a.m. Eastern time	A virtual meeting via the internet at www.meetingcenter.io/226980508	Shareholders of record at the close of business on March 9, 2021 are entitled to notice of and to vote at the meeting

Matters to Be Voted on at the Annual Meeting

Proposal


1	Election of five directors
	o Dean Adler o Jay Nydick o Jay Sugarman	o Robin Josephs o Stefan Selig	FOR each nominee	6

2	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021		FOR	28

3	Non-binding, advisory vote to approve executive compensation ("Say on Pay")		FOR	31

4	Non-binding, advisory vote to approve frequency of shareholder vote on executive compensation ("Say When on Pay")		1 Year	32


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Proxy Summary

How to Vote


Shareholders of Record
Have your proxy card in hand and follow the instructions.

	By Telephone	Dial toll-free, 24/7 1-800-652-8683

	By Internet	Visit, 24/7 www.envisionreports.com/SAFE

	By Mail	Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope

	By Mobile Device	Scan the QR code

If you vote by phone or electronically, you do not need to return a proxy card.

Beneficial Owners

If you are a beneficial owner and your shares are held by a bank, broker or other nominee, you should follow the instructions provided to you by that firm.

Although most banks and brokers now offer voting by mail, telephone and Internet, availability and specific procedures will depend on their voting arrangements


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Proxy Summary

Board of Directors Overview


				Committees

Director and Principal Occupation	Age	Director since	Independent	Audit	Compensation	Nominating and Corporate Governance	Other Current Public Company Boards

Jay Sugarman Chairman and Chief Executive Officer, Safehold Inc. and iStar Inc.	59	2016					¨ iStar Inc.

Dean Adler Co-founder, Principal and Chief Executive Officer, Lubert-Adler Partners, L.P.	64	2017					—

Robin Josephs Former Managing Director, Starwood Capital Group L.P.	61	2017					¨ iStar Inc. ¨ MFA Financial, Inc. ¨ QuinStreet, Inc.

Jay Nydick Co-founder and Principal, Prospect Ridge Advisors, LLC.	56	2017					—

Stefan Selig Founder, BridgePark Advisors LLC	58	2017					¨ Rotor Acquisition Corp. ¨ Simon Property Group, Inc. ¨ Audacy, Inc., formerly Entercom Communications Corp. (not standing for re-election in 2021) ¨ Tuscan Holdings Corp.

Number of Meetings in 2020:			Board—11	5	4	4

Committee
Chair

Committee
Member

Chairman of the
Board

Lead Independent
Director

Audit Committee
financial expert


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Proxy Summary

Board Composition and Attributes

Some of the key attributes of our director nominees are set forth below.

Highly Skilled Directors

*: Board leadership experience represents leadership roles on outside boards, including lead director and committee chair positions and service on special board committees.


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Corporate Governance Highlights

We believe good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of our organization and shareholders. Our corporate governance policies and practices include:


What We Do		What We Don't Do
	60% of our directors are independent, including all members of our board committees		Opted out of the Maryland Unsolicited Takeover Act

	Lead Independent Director with defined responsibilities		Opted out of the business combination and control share acquisition provisions of the Maryland General Corporation Law, or MGCL

	Chair of our Audit Committee is an "audit committee financial expert"		No director over-boarding

	All Audit Committee members are financially literate		No pledging/hedging of stock

	Board composition is diverse in skills, perspectives and experience		No shareholder rights plan

	Independent directors regularly meet without management present

	Annual board and committee performance assessment to ensure effectiveness

	Annual election of all board members

	Disclosure Committee oversees SEC disclosure

	Code of Conduct for directors and executive officers

	Periodic review of long-term management development and succession plans

	Board responsibility for risk assessment and oversight

	Active investor outreach and engagement

	ESG Report adopted in 2020; Updated ESG Report published in April 2021


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Proposal 1—Election of Directors

Board of Directors

The Board has nominated directors Sugarman, Adler, Josephs, Nydick and Selig to be elected to hold office for a term of one year, until the next annual meeting

and until their successors have been elected and qualified.

All nominees are presently serving as directors. If a nominee becomes unavailable to serve as a director for any reason, the shares represented by any proxy will be voted for the person, if any, who may be designated by the Board to replace that nominee. At this time, the Board has no reason to believe that any nominee will be unavailable to serve as a director if elected.

Mr. Adler, Mr. Nydick and Mr. Selig are independent within the standards prescribed by the NYSE.

All directors are elected annually.

Director Nomination and Qualifications

The Nominating and Corporate Governance Committee (the "Committee") is charged with identifying potential Board members and recommending qualified individuals to the Board for its consideration. The Committee is authorized to employ third-party search firms to identify potential candidates. In evaluating candidates, the Committee considers, among other things:

o: Education, background, skills and experience that provide knowledge of business, financial, governmental or legal matters relevant to our business or to our status as a publicly owned company
o: A high level of personal and professional ethics, integrity and values
o: Reputation for exercising good business judgment
o: Commitment to representing the long-term interests of our shareholders
o: The fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to our needs

o: Sufficient available time to be able to fulfill his or her responsibilities as a member of the Board and of any committees to which he or she may be appointed

The Committee also considers whether individuals satisfy the independence criteria set forth in the NYSE listing standards, as well as any special criteria applicable to service on various standing committees of the Board. Our Board and the Nominating and Corporate Governance Committee believe that it is desirable that Board members represent diversity of gender, race and national origin, as well as diversity of viewpoints, background, experience and demographics.

The Committee generally identifies nominees by first assessing whether the current members of the Board continue to provide the appropriate mix of knowledge, skills, judgment, experience, differing viewpoints and other qualities necessary to the Board's ability to oversee and guide the business and affairs of the company. The Board generally nominates for re-election current members of the Board who are willing to continue in service, collectively satisfy the criteria listed above and are available to devote enough time and attention to the affairs of the organization. When the Committee seeks new candidates for director roles, it seeks individuals with


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qualifications that will complement the experience, skills and perspectives of the other members of the Board. The full Board 1) considers candidates that the Committee recommends; 2) considers the optimum size of the Board; 3) determines how to address any vacancies on the Board; and 4) determines the composition of all Board committees.

Below we identify the nominees for election as a director which the Board believes have:

o: the qualifications necessary to ensure we are taking appropriate steps to address the complex issues confronting us in our business and the economic environment

o: held leadership positions in business (and in particular the real estate, investment and financial services business sectors) and finance over an extended period of time
o: demonstrated a long record of professional integrity, intellectual acumen, analytic skills, a strong work ethic and the ability to maintain a constructive environment for discussion of matters considered by our board
o: experience as board members of a diverse range of public and private companies

Director Nominees

Jay Sugarman, 59

Chairman and CEO since October 2016

Career Highlights

Safehold Inc.

Chairman and Chief Executive Officer (October 24, 2016 to present)

iStar Inc., the parent company of our manager and our largest stockholder

Chairman and Chief Executive Officer (1997 to present)

Founder and Director, iStar and its predecessors (1996 to present)

Other Current Public Company Boards

iStar (NYSE:STAR) (since 1996)

Education

Princeton University, B.A.

•

Paul Volcker Award in Economics; summa cum laude; valedictorian nominee

Harvard Business School, M.B.A.

•

Baker Scholar; Loeb Award in Finance, Copeland Award and Gillette Prize in Marketing

Key Qualifications

Mr. Sugarman's leadership in creating and building two companies from the ground up, including both iStar and Safehold, has demonstrated the leadership skills, extensive executive experience and expertise in our business that are necessary to lead our company and serve on our Board.


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Board of Directors

Dean Adler, 64

Independent Director since April 2017

Committees

Audit

Compensation

Nominating and Corporate Governance

Career Highlights

Lubert-Adler Partners, L.P., a private real estate investment firm

Co-Founder, Principal and Chief Executive Officer (1997 to present)

Other Current Directorship

Albertsons Companies, Inc.

Prior Directorships

Bed Bath & Beyond Inc. (NASDAQ:BBBY)

SITE Centers Corp. (NYSE:SITC)

Electronics Boutique, Inc., a mall retailer

Education

The Wharton School at the University of Pennsylvania, B.S., magna cum laude

University of Pennsylvania Law School, J.D. with honors

Key Qualifications

Mr. Adler has over 35 years of wide-ranging experience and involvement in commercial real estate including retail real estate.

Robin Josephs, 61

Director since June 2017

Career Highlights

Starwood Capital Group L.P., a private equity firm specializing in real estate investments

Managing Director (2005 to 2007)

Goldman Sachs & Co.

Senior executive in various capacities

Other Current Public Company Boards

iStar Inc. (NYSE:STAR), currently Lead Director, Chair of its Nominating and Governance Committee and member of its Compensation Committee (since 1998)

MFA Financial, Inc. (NYSE: MFA), a firm primarily engaged in investing in residential mortgage-backed securities, currently Chair of its Compensation Committee and member of its Audit Committee

QuinStreet, Inc. (NASDAQ: QNST), a vertical marketing and online media company, currently member of its Audit and Compensation Committees

Other Current Directorships

Starwood Real Estate Income Trust, Inc., a non-traded real estate investment trust

Trustee, University of Chicago Cancer Research Foundation

Prior Directorships

Plum Creek Timber Company, Inc. (NYSE: PCL)

Education

The Wharton School at the University of Pennsylvania, B.S.

•

Phi Beta Kappa; magna cum laude

Columbia Business School, M.B.A

Key Qualifications

Ms. Josephs' background as an investment banking professional brings valuable knowledge of finance and capital markets to our Board. Her work as a managing director of Starwood Capital Group, where she evaluated and managed numerous real estate investments, adds knowledge and expertise in this area of vital importance to our organization.

Ms. Josephs' extensive experience as a director of public companies and a charitable organization also brings to our Board valuable skills and insights into the governance of real estate, investment and operating companies.


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Board of Directors

Jay Nydick, 56

Independent Director since June 2017

Committees

Audit

Compensation

Nominating and Corporate Governance

Career Highlights

Prospect Ridge Advisors, LLC, a leading real estate investment manager

Co-Founder and Principal (2019 to present)

AllianceBernstein LP

Co-Head and Co-Chief Investment Officer, Real Estate Investment Group (2009 to 2019)

iStar Inc.

President (2004 to 2009)

Goldman, Sachs & Co.

Investment banker (1990 to 2004)

Other Current Directorship

Children's Aid Society (New York City)

Education

Cornell University, B.S.

•

Presidential Scholar

Columbia Business School, M.B.A

London School of Economics

Key Qualifications

Mr. Nydick's qualifications as a director include significant experience in capital markets and commercial real estate.

Stefan Selig, 58

Lead Independent Director since June 2017

Committees

Audit

Compensation

Nominating and Corporate Governance

Career Highlights

BridgePark Advisors LLC, a strategic advisory firm

Founder (2017 to present)

U.S. Department of Commerce

Under Secretary of Commerce for International Trade (2014 to 2016)

During this period, he also served in several other governmental leadership positions, including:

International Trade Administration, Executive Director

Travel and Tourism Advisory Board, Executive Director

Congressional Executive Commission on China, Commissioner

President's Advisory Council on Doing Business in Africa, Executive Director

Bank of America Merrill Lynch

Various senior leadership positions (1999 to 2014), including:

Executive Vice Chairman, Global Corporate & Investment Banking (2009 to 2014)

Vice Chairman, Global Investment Banking and Global Head, Mergers & Acquisitions

Other Current Public Company Boards

Rotor Acquisitions Corp. (NYSE: ROT), currently Chairman

Simon Property Group, Inc. (NYSE: SPG), currently a member of its Audit and Compensation Committees

Audacy, Inc. (NYSE: AUD), formerly Entercom Communications Corp., currently a member of the Nominating/Corporate Governance Committee (Mr. Selig is not standing for reelection and will continue to serve on the Board until the 2021 Annual Meeting of Shareholders, when his current term will expire.)

Tuscan Holdings Corp. (NASDAQ: THCBU), currently a member of its Audit, Compensation and Nominating/Corporate Governance Committees

Prior Directorships

Overseas Private Investment Corporation

Education

Wesleyan University, B.A.

Harvard Business School, M.B.A.

London School of Economics and Political Science (General Course)

Key Qualifications

Mr. Selig is a highly accomplished banker and senior executive who has served in prominent leadership roles in both the private and public sectors. Mr. Selig also has extensive government and economic policy experience, having served as Undersecretary of the Commerce for International Trade for the U.S. Department of Commerce.


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Board Leadership Structure

Our Corporate Governance principles provide that our Board is free to elect its Chairman and the Chief Executive Officer (CEO) in the manner the Board considers to be in the best interests of the organization. At any given point in time, these positions may be held by one individual or by two different individuals. If the Chairman is not an independent director, the Board will designate a lead independent director.

Our Board of Directors currently believes it is in our best interests to have Mr. Sugarman serve as Chairman of our Board of Directors and Chief Executive Officer. When combined with the current composition of the Board, the use of a lead independent director, and the other elements of our corporate governance structure, the combined CEO and Chairman position strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs.

Mr. Sugarman is an experienced real estate executive and long-time employee of our manager with many years of board experience. As CEO, he has the primary responsibility of developing corporate strategy and managing our day-to-day business operations. As a Board member, he understands the responsibilities and duties of a director and is well positioned to 1) chair regular Board meetings; 2) provide direction to management

regarding the needs, interests and opinions of the Board; and 3) help ensure that key business issues and shareholder matters are brought to the attention of the Board. As both CEO and Chairman, Mr. Sugarman promotes unified leadership and direction for the Board and management. In addition, strong corporate governance structure and process ensures our independent directors will continue to effectively oversee management and key issues such as strategy, risk and integrity. Board committees are comprised solely of independent directors. As such, independent directors oversee critical matters, including the integrity of our financial statements, the performance of our manager and its executives, financial commitments for capital projects, the selection and annual evaluation of directors, and the development and implementation of corporate governance programs.

Our Board and each Board committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as appropriate. The non-employee directors, all of whom are independent, meet in executive session without management either before or after regularly scheduled Board and Board committee meetings to discuss various issues and matters including the effectiveness of management, as well as our performance and strategic plans.

Lead Independent Director

Stefan M. Selig is currently designated as our lead independent director and is responsible for the following duties:

¨: Presides at all meetings of the Board at which the Chairman is not present and all executive sessions of the independent directors
¨: Acts as advisor to CEO and direct liaison between CEO and independent directors
¨: Plans, reviews, and approves Board meeting agendas and information presented to the Board

¨: Calls meetings of the independent directors as appropriate
¨: Contributes to annual CEO performance review and assists with succession planning
¨: Consults the Nominating and Corporate Governance Committee on the Board's evaluation process
¨: Participates in consultations and direct communication with major shareholders and their representatives when appropriate
¨: Performs such other duties as the Board may determine from time to time


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Board of Directors

The lead independent director is selected from among non-employee directors. The Nominating and Corporate Governance Committee and management discuss candidates for the lead independent director position, and consider many of the same types of criteria as candidates for the chair of other Board committees including:

o: Tenure

o: Previous service as a Board committee chair
o: Diverse experience
o: Participation in and contributions to activities of the Board
o: Ability and willingness to commit adequate time to the role

Board Composition and Diversity

Our Board recognizes the value of nominating for election to the Board individuals who bring to its discussions and decision-making processes a variety of:

¨: diverse opinions
¨: perspectives
¨: skills
¨: experiences
¨: backgrounds

Our Board believes that all nominations to the Board should be based upon merit and suitability of the candidate. The Board recognizes the need to consider director candidates from different backgrounds, including, but not limited to, geography, race, ethnicity and gender.

As noted above in "Director Nominations and Qualifications," the Nominating and Corporate Governance Committee regularly assesses the size and composition of our Board to help ensure that our Board functions in an effective manner given the size, diversity and complexity of our businesses and the range of markets in which we operate. The Committee believes it is important to have a mix of experienced directors with a deep understanding of our business and others who bring fresh perspectives. The Committee engages in discussions of potential additions to our Board on an ongoing basis, as deemed appropriate. In seeking to maintain an engaged, independent Board possessing broad experience and judgment and which is committed to representing the long-term interests of our shareholders, the Committee takes into account the various factors described above in the section of this proxy statement captioned "Director Nominations and Qualifications."

Director Independence

Our Corporate Governance principles require that a majority of the Board consist of directors who the Board has determined are independent. Our Board has determined that three of our current directors are independent. In determining director independence, the Board considers all relevant facts and circumstances, as well as the NYSE listing standards. In addition, the Board has adopted the following standards to assist them in determining director independence:

o: The director may not be an employee of safehold or our manager and no member of the director's immediate family may be an executive officer of Safehold, currently or within the preceding 36 months. For purposes of these standards, "immediate family" includes a person's spouse, parents, children, siblings, mothers

and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the person's home.

o: The director is not a current partner or employee of a firm that is Safehold's internal or external auditor; no member of the director's immediate family is a current partner of such firm, or an employee of such a firm and personally works on the Safehold audit; or neither the director nor any member of his or her immediate family was within the last three years a partner or employee of such a firm and personally worked on Safehold's audit within that time.


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o: The director does not serve as an executive officer of a charitable or non-profit organization to which Safehold has made contributions that, in any of the last three fiscal years, exceed the greater of $1 million or 2% of the charitable or non-profit organization's consolidated gross revenues.
o: Neither the director nor a member of the director's immediate family is employed as an executive officer (and has not been employed for the preceding 36 months) by another company where any of Safehold's present executive officers serves or served on that company's compensation committee.

Our Board has determined that each of the following non-employee director nominees qualifies as independent under NYSE rules and satisfies our independence standards: Dean S. Adler, Jay S. Nydick, and Stefan M. Selig.

The Nominating and Corporate Governance Committee reviewed each director's employment status and other board commitments and, where applicable, each director's (and his or her immediate family members') affiliation with consultants, service providers or suppliers of the organization. With respect to each non-employee director, the Committee determined that either the director was not providing goods or services to us or the amounts involved were below the monetary thresholds set forth in the independence standards noted above.

Board and Committee Annual Assessments

To ensure the effectiveness of the Board as a whole and its committees, our directors engage in an annual assessment of the Board and committee performance. An independent third-party interviews each director individually on a wide range of topics including:

¨: board structure and composition
¨: communications between management, the Board, and its committees
¨: information furnished to the Board
¨: the Board's relationship with management

¨: the effectiveness of the Board and its committees

The independent third-party summarizes the individual comments and assessments in a report to the Board in executive session. The Board utilizes the results of this process to help refine and improve the operations of the Board and its committees. The annual assessment typically occurs midyear with subsequent report presented to the Board at its next regular quarterly meeting.

Board Meetings Held during 2020

During the fiscal year ended December 31, 2020, the Board held 11 meetings, including meetings held in person and by telephone conference call. All directors are expected to attend a majority of the Board meetings. All of our directors attended at least

91% of all of the board meetings and applicable committee meetings held during 2020. The Board also acts by unanimous written consent in appropriate circumstances.

Executive Sessions

Our Board of Directors meets in executive session at least quarterly without management present. Our Audit Committee also meets in executive session at least quarterly, without management present, with representatives of our independent registered public

accounting firm and with representatives of the accounting firm engaged to assist us in the preparation of our documentation, testing and evaluation of internal controls over financial reporting and risk assessment.


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Committees Established by the Board

Our Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees, each of which is composed exclusively of independent directors, as defined by the listing standards of the

NYSE. The Compensation Committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors.


Audit Committee			Meetings in 2020*:5
	Members		* includes meetings held in person and by telephone conference call
	¨	Dean Adler
	¨	Jay Nydick
	¨	Stefan Selig
		The Board has determined that all members are financially literate for purposes of NYSE listing standards, and that Mr. Adler qualifies as an "Audit Committee financial expert" because of his business experience, understanding of generally accepted accounting principles and financial statements, and educational background.	Report of the Audit Committee The Report of the Audit Committee is on page 29 of this proxy statement.
	Primary Responsibilities The primary functions of the Audit Committee are to: ¨ review the professional services provided by our independent registered public accounting firm and the independence of the firm ¨ review the scope of the audit ¨ review and approve any proposed non-audit services by our independent registered public accounting firm		¨ review our annual financial statements, systems of internal controls, and legal compliance policies and procedures ¨ discuss our risk assessment and risk management policies ¨ monitor the functions of our compliance and ethics organization ¨ review with members of our internal audit staff the internal audit department's staffing, responsibilities and performance, including its audit plans and audit results


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Compensation Committee			Meetings in 2020*:4
	Members		* includes meetings held in person and by telephone conference call
	¨	Jay Nydick
	¨	Dean Adler
	¨	Stefan Selig
	The Board has determined that all members are independent for purposes of NYSE listing standards, and that Mr. Nydick qualifies as the Compensation Committee chair in view of his business expertise and experience in understanding and facilitating executive compensation, remuneration programs, and executive succession planning. Primary Responsibilities The primary functions of the Compensation Committee are to: ¨ determine from time to time the remuneration for our non-executive directors		¨ evaluate the performance of our manager and report to the Board on such performance ¨ oversee our equity-based compensation plan and programs ¨ review and approve any proposed severance, termination or retention plans, agreements or payments applicable to, any of our executive officers ¨ prepare compensation committee reports


14 \| Safehold Inc. 2021 Proxy Statement

Table of Contents

Board of Directors

SEC Form DEF 14A filed by Safehold Inc.