Starwood Property Trust, Inc. (STWD) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. I am Barry Sternlicht, Chief Executive Officer and Chairman of Starwood Property Trust. It's my pleasure to welcome you to the company's 2021 Annual Meeting of Shareholders. We are conducting our annual meeting this year virtually via a live audio webcast. We adopted this meeting format in light of public health concerns regarding the coronavirus outbreak and in order to provide expanded access, improved communication and cost savings for our shareholders. I'm also pleased to introduce the following executive officers who are in attendance today: Jeff DiModica, our President; Andrew Sossen, our COO, Chief Counsel; and Rina Paniry, our CFO. I would also like to take this opportunity to introduce Rob Fleshman of Deloitte & Touche, who is available to respond to any questions that shareholders may have. Also on the phone, I believe, we have our entire Board of Directors. And I want to take this opportunity to thank them for the support they've given us and the management team over the past 12 months, which have certainly been an interesting period for the country and for the real estate industry and then the mortgage industry as part of the country. We have 2 parts to today's meeting. First, we will cover the business items described in the notice of annual meeting and proxy statement that was made available to shareholders. Second, we will take questions, if any. If you would like to ask a question, please do so by submitting it using the Ask a Question box located on the virtual meeting page. Let me begin by calling our annual shareholder -- our Annual Meeting of Shareholders to order. Before turning to the items to be covered in today's meeting, I would like to review some of the rules of conduct that we will follow for this meeting. A copy of the rules of conduct is located on the virtual meeting website. Shareholders who wish to do so are welcome to raise appropriate questions in accordance with these rules. When asking a question, please include your name, the organization you represent, if any, and whether you are a shareholder or a proxy holder. Shareholders will be limited to a maximum of 2 questions each. Questions must be limited to matters properly before this meeting and of general concern to the company. I have proof by affidavit that notice of this meeting has been given -- has been duly given and that a notice of annual meeting and proxy statement has been furnished to shareholders of record as of March 1, 2021, which is the record date set by the Board of Directors to determine the eligibility to vote at today's meeting. A representative of the American Election Services will serve as our Inspector of Election for this year's meeting, and he had signed the oath of office. Copies of the notice of annual meeting and proxy statement, the affidavits of mailing and the oath of office will be filed with the meeting -- the minutes of the meeting. The Inspector of Election has determined and informed me that a sufficient number of shares entitled to vote at this meeting are present, virtually in person or by proxy, to constitute a quorum. Accordingly, this meeting is duly constituted. We would now like to begin the formal meeting of -- business of the meeting. The polls are now open for the proposals to be voted on at this meeting. Shareholders attending this virtual meeting can vote their shares online from now through the closing of the polls. As a reminder, if you have previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed and no further action is required. The first order of business is the election of 8 directors named in the proxy statement to serve until the next Annual Shareholders Meeting and until their respective successors are duly elected and qualified. The second order of business is the approval on an advisory basis of the company's executive compensation as disclosed in the proxy statement. The third order of business is the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the year ending December 31, 2021. If you have not yet completed voting through the virtual meeting website, please do so since we will be closing the polls for voting at this time. I'm giving you a virtual pause, so vote. [Voting]

So as of this date and time, the polls are closed for voting. At this time, I will ask Andrew Sossen, Secretary of the company, to report the preliminary results of the votes. Andrew?

Thanks, Barry. Based on a preliminary count, the Inspector of Election has informed me that the entire management slate of nominees for director has been elected. The advisory resolution relating to the compensation of our named executive officers has been approved. And the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company has been ratified. The final results of voting will be made publicly available in a Form 8-K to be filed with the SEC. So that concludes the formal business of today's shareholder meeting. And Barry, you know what, since this is a formality, why don't you do the next step. Apologies.

I'd like to take this opportunity on behalf -- I'm asking for any questions from the shareholders. I'm sorry.

So Barry, we've received 2 questions, and I will read them aloud. The first is, Mr. Chairman, the Carpenters Union Pension Funds, with combined assets of $70 billion, have a collective ownership position of 84,405 shares of the company's common stock. As long-term investors, we believe the cornerstone of a strong governance structure is a majority vote standard in director elections. While we support the team of nominated directors, we believe the vote standard should be strengthened. We raised the majority vote issue several years ago. And since that time, the vast majority of the REIT community of companies has adopted a majority vote standard. Could you update us on the Board's thinking on the majority vote standard for director election and its continued use of a plurality standard. Thank you, Mr. Chairman. Barry, would you like me to answer that question that Mr. [ Lore ] submitted?

Yes, sure. Thank you.

Yes. So Mr. [ Lore ] we appreciate the question. This is an issue that was raised probably most recently in 2017. We looked at the matter, consulted with the shareholder advisory services, both ISS and Glass Lewis, and with our major shareholders. And at the time, as you'll see reflected in our corporate governance guidelines, we actually adopted a director resignation policy. So to the extent that any director on the Board fails to receive a majority of the votes cast in the election, they are obligated under the guidelines to resign as a -- to submit their resignation to the nominating Corporate Governance Committee and to the Board. This change to our corporate governance guidelines, the inclusion of the director resignation policy was implemented in response to some of the questions and some of the comments that were raised by our key stakeholders. And it's our belief, and we hold this belief after subsequent dialogue with our key stakeholders and the ISS and Glass Lewis, that this director resignation policy was sufficient from a governance perspective to address any concerns that our key stakeholders have. So in summation, I think we believe we've made necessary changes to our policies and procedures and have addressed it appropriately. We've gotten a second question. And we have a third as well. Can we provide any color on Starwood Property Trust's exposure to WeWork?

All right. I don't think we have any exposure to WeWork. Jeff, are you aware of any?

Yes. We have them as tenants Barry in a few buildings. Before this call is over, I will come back with the exact number in the next couple of minutes. But they're a small tenant, minority tenant in a few buildings. So I'll have the number in a minute.

But please, again, for the shareholders who asked the question, we're the lender on the building. We're not the owner of the building. So usually, with an LTV of 61% overall, unless WeWork kind of a material portion of the building, it's not injured. Also the loan isn't impaired. And also, as you probably know, WeWork is going public or intends to go public. And so it's a $10 billion rough enterprise value. So it's -- the market, at least, thinks it's going to survive for a while. The stock has traded up since they announced the public offering. What's the third question, Andrew?

So this is from the gentleman for the Carpenters Union again. I'm going to read the question and, to be honest, Barry, maybe you'll be able to interpret it because I wasn't exactly sure. Mr. Chairman, the topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long-term pension fund investors, the Carpenter Funds appreciate the sentiment embodied in a stakeholder capitalism perspective but feel that execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interest of various stakeholders as it develops and implements the company's long-term business strategy.

Yes. I think stakeholders would refer to employees as well as shareholders and customers, perhaps even a community. We have a fairly significant ESG program. We're very conscious of our positioning in that space and think we're leaders in the field. I think any good CEO is probably paying attention to the stakeholders overall. And it's sort of a catchall for being a good company. And we, our employees, the morale is good. We pay our people well. They're based on performance. That's demonstrated by low turnover and good, excellent reviews in employee satisfaction scores. So we don't operate a warehouse or -- we don't employ 2 million people. We have roughly 350 million -- 350 people in our corporate offices headquartered in Miami and across the country in satellite offices. So I think implicitly, shareholder capitalism or shareholder is always taken into account customers. You don't get to survive if you're not providing a value-added service to your customers. We've overlaid the ESG footprint over what we do. And then we have always worked with our employees to -- in fact, what we're talking about today at the Board meeting, we have training programs, rotational programs. We've made good progress in women and people of color in the company. Everyone can always do better, but we significantly out indexed our peers. So I would say that it's more of a blanket phrase. And I think if you're performing well, and as you probably know, we're the best-performing company of our type in the 11 years we've been public, going on 12. So I think that's demonstrated. The report card is the consistent earnings and the growth of the company, and that's really the -- it's sort of all inclusive.

Great. And I would just point people to the Corporate Responsibility section of our website, which is www.starwoodpropertytrust.com. where we outline all the key metrics that Barry referenced just now. Sorry, Jeff, go ahead.

No problem. Sorry for the delay. We have 2 buildings in our loan book that have exposure to WeWork as a tenant, not as an owner: Anthem Row, a Class A building in Washington, D.C., 300,000-foot building. They occupy 66,000 feet, which is 15% of that single loan. And Lakeshore Towers in Irvine, California. They have 74,000 feet out of 323,000 feet or 8% of that particular loan. In total, they are significantly less than 1% of the revenue of our large loan book, which is 54% of our overall business, of our overall balance sheet.

Great. And Barry, with that, those are the 3 questions we received.

Okay. I'd like to take this opportunity then to -- on behalf of the Board of Directors and the management team, to thank our shareholders for their continued support. And we'll -- if you can't come see us in person, we'll be with you next year at the same time. Thank you very much.