Franklin BSP Realty Trust (FBRT) Proxy Filing summary

Executive summary

• Paid an annual dividend of $1.42 in 2024, yielding ~9% on book value and originated $2B in new loan commitments, with $1.6B in repayments and $535M in liquidity at year-end, including $184M in cash.

• Announced acquisition of NewPoint Holdings JV LLC, a multifamily lending and servicing platform, expected to close in Q3 2025, aiming to drive future earnings and book value growth.

• Approximately 52% of the loan portfolio as of January 2025 consists of loans originated after 2022–2023 interest rate hikes, with high-quality borrowers and low loan-to-value ratios.

• Board remains focused on disciplined strategy execution and stockholder rights, with ongoing governance enhancements and regular engagement.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of seven directors, (2) amendment to eliminate supermajority voting requirements, (3) ratification of PwC as auditor for 2025, and (4) advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Proposal to eliminate supermajority voting has received strong support in prior years but has not yet met the required threshold; it is presented again this year.

Board of directors and corporate governance

• Board consists of seven directors, 86% independent, with 100% independence on all committees.

• Lead Independent Director has robust duties; annual board and committee evaluations are conducted.

• Board diversity: 29% female, 14% from underrepresented racial groups.

• Directors possess a broad mix of skills, including executive management, strategy, operations, M&A, governance, risk, real estate, finance, ESG, and marketing.

• Annual election of directors with majority vote standard and resignation policy.

• Regular stockholder engagement and communication channels are maintained.