Franklin BSP Realty Trust (FBRT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, in a virtual format, with record date set as April 4, 2025.

• 2024 financial highlights include a $1.42 annual dividend (9% yield on book value), $2 billion in new loan commitments, $1.6 billion in repayments, and $535 million in liquidity at year-end.

• Acquisition of NewPoint Holdings JV LLC announced in March 2025, expected to close in Q3 2025, expanding into multifamily lending and mortgage servicing.

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

Voting matters and shareholder proposals

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

• Board recommends voting FOR all proposals.

• Proposal to eliminate supermajority voting requirements has received strong support in prior years but has not yet met the required threshold.

Board of directors and corporate governance

• Seven-member board, 86% independent, with all committees fully independent.

• Annual election of directors, majority vote standard, and resignation policy in place.

• Board and committee evaluations conducted annually; board diversity includes 29% female and 14% underrepresented minorities.

• Lead Independent Director role established with robust duties.

• Stock ownership guidelines for directors and executive officers; all are in compliance or on track.

• Regular stockholder engagement on governance, compensation, and sustainability.