Safety, Income & Growth, Inc. (Form: DEF 14A, Received: 04/09/2018 17:26:30)

SAFETY, INCOME & GROWTH INC.

PROXY STATEMENT

Annual Meeting of Shareholders

To Be Held May 9, 2018

GENERAL

We are making this proxy statement available to holders of our common stock, par value $0.01 per

share, on or about April 9, 2018 in connection with the solicitation by our board of directors of proxies to be

voted at our 2018 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, 2017. Additional copies of the Annual Report, including our financial statements at and for the

year ended December 31, 2017, may be obtained from our website at www.safetyincomegrowth.com , or by

contacting our Investor Relations department at (212) 930‑9400, 1114 Avenue of the Americas, 39 th 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.

Who is entitled to vote at the meeting?

Only holders of record of our common stock at the close of business on April 3, 2018 are entitled to

receive notice of and to vote at the annual meeting or at any postponement or adjournment of the meeting.

On the record date, there were 18,190,000 shares of common stock outstanding and entitled to vote.

What constitutes a quorum?

The presence, either in person or by proxy, of the holders of the outstanding common stock entitled to

cast a majority of all the votes entitled to be cast at the meeting on the record date is necessary to constitute

a quorum at the annual meeting.

What are the voting rights of shareholders?

Each shareholder is entitled to one vote for each share of common stock registered in the shareholder ’s

name on the record date.

What vote is needed to approve each proposal?

Assuming a quorum is present in person or by proxy at the annual meeting:

• For Proposal 1 , the election of directors, the vote of a plurality of the votes cast by the holders of our

common stock is required. Broker non-votes are not considered votes cast for the foregoing purpose,

and will have no effect on the election of the nominees.

• For Proposal 2 , the ratification of the appointment of the independent registered public accounting

firm, the affirmative vote of a majority of the votes cast by the holders of our common stock is

required.

For the approval of any other matters properly presented at the meeting for shareholder approval, the

affirmative vote of a majority of the votes cast by the holders of our common stock is required.

What are broker non-votes and what is the effect of broker non-votes and abstentions?

A “broker non‑vote” occurs when a broker, bank or other nominee returns a properly executed proxy,

but indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a

particular matter and has not received voting instructions from the beneficial owner of such shares on that

matter. Under current NYSE rules, a broker, bank or other nominee does not have discretionary authority to

vote shares without specific voting instructions from the beneficial owner on the election of directors

(Proposal 1). A broker, bank or other nominee does, however, have discretionary authority to vote shares

without specific voting instructions from the beneficial owner on the ratification of the appointment of the

independent registered public accounting firm (Proposal 2).

For purposes of votes on all matters described in this proxy statement to be presented at the annual

meeting, broker non-votes and abstentions will not be counted as votes cast and will have no effect on the

result of the vote. Both abstentions and broker non-votes will be considered present for the purpose of

determining the presence of a quorum.

How is my vote counted?

If you properly execute a proxy in the accompanying form, and if we receive it prior to voting at the

annual meeting, the shares that the proxy represents will be voted in the manner specified on the proxy. If no

specification is made, the common stock will be voted FOR the election of directors (Proposal 1) and FOR

the ratification of the appointment of the independent registered public accounting firm (Proposal 2).

Votes cast in person or by proxy at the annual meeting will be tabulated by the election inspectors

appointed for the meeting, who will determine whether or not a quorum is present. If your shares are held by

a broker, bank or other nominee (i.e., in “street name”), you will receive instructions from your nominee

which you must follow in order to have your shares voted. Such shareholders who wish to vote in person at

the meeting will need to obtain a proxy from the broker, bank or other nominee that holds their shares of

record.

Can I change my vote after I submit my proxy card?

If you authorize a proxy to vote your shares, you may revoke it at any time before it is voted by:

• submitting voting instructions at a later time via Internet or telephone before the closing of these

voting facilities;

• giving written notice to our Secretary by any means bearing a date later than the date of the proxy

expressly revoking the proxy;

• signing and forwarding to us a proxy dated later; or

• attending the annual meeting and personally voting the common stock owned of record by you,

although attendance at the annual meeting will not, by itself, revoke a proxy.

Who pays the costs of soliciting proxies?

We will pay the costs of soliciting proxies from our shareholders. In addition to solicitation by mail,

certain of our directors and officers and regular employees of SFTY Manager LLC, or manager, a wholly-

owned subsidiary of iStar Inc., or iStar, that manages our affairs pursuant to a management agreement, may

solicit the return of proxies by telephone, facsimile, personal interview or otherwise without being paid

additional compensation. We will also reimburse brokerage firms and other persons representing the

beneficial owners of our shares for their reasonable expenses in forwarding proxy solicitation material to the

beneficial owners in accordance with the proxy solicitation rules and regulations of the SEC and the NYSE.

Alliance Advisors LLC has been engaged to solicit proxies on our behalf in connection with our 2018 annual

meeting of shareholders and provide other advisory services for a fee of $8,500, plus expenses.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS

Act, and we are eligible to take advantage of certain specified reduced disclosure and other requirements that

are otherwise generally applicable to public companies that are not “emerging growth companies,” including,

but not limited to, not being required to hold a “Say on Pay” vote, file a compensation discussion and

analysis or make certain other disclosures relating to executive compensation, or comply with the auditor

attestation requirements of Section 404 of the Sarbanes-Oxley Act. We have irrevocably opted‑out of the

extended transition period afforded to emerging growth companies in Section 7(a)(2)(B) of the Securities Act

for complying with new or revised accounting standards. As a result, we will comply with new or revised

accounting standards on the same time frames as other public companies that are not emerging growth

companies.

We expect to remain an “emerging growth company” for up to five years, or until the earliest of (i) the

last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion (subject to adjustment

for inflation), (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in

Rule 12b‑2 under the Exchange Act, which would occur if the market value of our shares of common stock

held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second

fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have

issued more than $1.0 billion in non-convertible debt securities during the preceding three‑year period.

ELECTION OF DIRECTORS

At the 2018 annual meeting, five directors are 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. In accordance with the

provisions of our charter, each member of our board is elected annually.

All of the nominees for election as a director 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.

Three of the nominees for election as a director, Mr. Adler, Mr. Nydick and Mr. Selig, are independent

within the standards prescribed by the NYSE.

The following table sets forth summary information about each person nominated for election as a

director:

Name

Age

Title

Director

Since

Committee Memberships

Mr. Jay Sugarman

⁠

Chairman and Chief

Executive Officer

⁠

2016

None

Mr. Dean S. Adler

⁠

Independent Director

⁠

2017

Audit Committee (Chairman)

Compensation Committee

Nominating and Governance

Committee

Ms. Robin Josephs

⁠

Director

⁠

2017

None

Mr. Jay S. Nydick

⁠

Independent Director

⁠

2017

Compensation Committee (Chairman)

Audit Committee

Nominating and Governance

Committee

Mr. Stefan M. Selig

⁠

Lead Independent

Director

⁠

2017

Nominating and Governance

Committee (Chairman)

Audit Committee

Compensation Committee

Director Qualifications

Our Nominating and Governance Committee believes that our directors should possess the following

qualifications:

• 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;

• A high level of personal and professional ethics, integrity and values;

• Reputation for exercising good business judgment;

• Commitment to representing the long‑term interests of our shareholders; and

• 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 endeavors to ensure our board represents a broad range of experience, qualifications,

skills and attributes and, as a whole, reflects an appropriate diversity of background, experience and

perspectives. We believe that the nominees for election as a director have the qualifications necessary to

ensure that we are taking appropriate steps to address the complex issues confronting us in a challenging

business and economic environment. The nominees for election as a director have 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. Each of the nominees has 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. Additionally, all of our directors have experience as board

members of a diverse range of public and private companies.

Director Nominees

Jay Sugarman currently serves as our chairman and chief executive officer and as chairman and chief

executive officer of iStar, the parent company of our manager and our largest shareholder. He has served as

our chairman and CEO and as a director since October 24, 2016. He has served as a director of iStar (and its

predecessors) since 1996 and chief executive officer since 1997. Prior to forming iStar and its predecessors,

Mr. Sugarman managed private investment funds on behalf of the Burden family (a branch of the Vanderbilt

family) and the Ziff family. Mr. Sugarman received his undergraduate degree summa cum laude from

Princeton University, where he was nominated for valedictorian and received the Paul Volcker Award in

Economics, and his M.B.A. with high distinction from Harvard Business School, graduating as a Baker

Scholar and recipient of the school’s academic prizes for both finance and marketing. Mr. Sugarman’s

leadership in developing our ground lease business and his executive experience as iStar ’s chief executive

officer since 1997 have demonstrated the leadership skills, extensive executive experience and expertise in

our business that are necessary to lead our company and serve on our board.

Dean S. Adler has served as one of our directors since April 2017. He is chairman of our Audit

Committee and a member of our Compensation Committee and our Nominating and Corporate Governance

Committee. Mr. Adler is a Co-Founder and Chief Executive Officer of Lubert-Adler Partners, L.P., a private

real estate investment firm. He has served as a Principal of Lubert-Adler Partners, L.P. for over ten years.

Mr. Adler has been a director of Bed Bath and Beyond Inc. since 2001. Mr. Adler also previously has served

as a director of Developers Diversified Realty Corp., a shopping center real estate investment trust, and

Electronics Boutique, Inc., a mall retailer. Among other things, Mr. Adler has wide experience and

involvement in commercial real estate including, in particular, retail real estate. Mr. Adler graduated magna

cum laude from The Wharton School, University of Pennsylvania and also holds a juris doctor degree with

honors from the University of Pennsylvania Law School.

Pursuant to a stockholders agreement between an investment fund managed by Lubert-Adler

Partners, L.P. and us, the investment fund has the right to designate one director as a nominee for election to

our board for as long as the investment fund owns at least the lesser of (i) 4.0% of our outstanding common

stock and (ii) common stock with a value of $15.0 million. The investment fund has designated Mr. Adler as

its nominee.

Robin Josephs has served as one of our directors since June 2017. She has served as a director of iStar

since 1998 and currently serves as its lead director, chair of iStar ’s nominating and governance committee

and a member of its compensation committee. Ms. Josephs also serves as a director, chair of the

compensation committee and a member of the audit committee of MFA Financial, Inc. (NYSE: MFA), which

is primarily engaged in investing in residential mortgage-backed securities, and as a director and member of

the audit committee and compensation committee of QuinStreet, Inc. (NASDAQ: QNST), a vertical

marketing and online media company. Ms. Josephs previously served until 2016 as a director and member of

the audit and compensation committees of Plum Creek Timber Company, Inc. (NYSE: PCL), which

conducted operations in the land, wood products, natural resource and energy businesses. From 2005 to 2007,

Ms. Josephs was a managing director of Starwood Capital Group L.P., a private equity firm specializing in

real estate investments. Previously, Ms. Josephs was a senior executive with Goldman Sachs & Co. in various

capacities. Ms. Josephs is a trustee of the University of Chicago Cancer Research Foundation. Ms. Josephs

received a B.S. degree in economics magna cum laude from the Wharton School (Phi Beta Kappa) and an

M.B.A. degree from Columbia University. Ms. Josephs’ employment as an investment banking professional

brings valuable knowledge of finance and capital markets to our board. Her background working 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 company. Ms. Josephs’

extensive experience as a director of public companies also brings to our board valuable skills and insights

into the governance of real estate, investment and operating companies.

Jay S. Nydick has served as one of our directors since June 2017. He is chairman of our Compensation

Committee and a member of our Audit Committee and our Nominating and Corporate Governance

Committee. Mr. Nydick has been the Co‑Head and Co-Chief Investment Officer of the Real Estate

Investment Group at AB Global since October 2009. Mr. Nydick was the president of iStar from November

2004 until September 2009. Prior to joining iStar, Mr. Nydick spent 14 years as an investment banker at

Goldman, Sachs & Co. Mr. Nydick’s qualifications as a director include significant experience in capital

markets and commercial real estate. Mr. Nydick holds a bachelor ’s degree from Cornell University where he

graduated as a Presidential Scholar and an M.B.A. degree from Columbia University.

Stefan M. Selig has served as one of our directors since June 2017. He is chairman of our Nominating

and Corporate Governance Committee and a member of our Audit Committee and our Compensation

Committee. Mr. Selig is the founder of BridgePark Advisors LLC, a strategic advisory firm. Prior to that,

Mr. Selig served as Under Secretary of Commerce for International Trade at the U.S. Department of

Commerce from June 2014 to June 2016, and during this period headed the International Trade

Administration, a global bureau of more than 2,200 trade and investment professionals. During this period, he

also served as the Executive Director of the Travel and Tourism Advisory Board, sat on the board of

directors of the Overseas Private Investment Corporation, was a Commissioner for the Congressional

Executive Commission on China and was the Executive Director of the President’s Advisory Council on

Doing Business in Africa. Prior to that, he held various senior level leadership positions at Bank of America

Merrill Lynch beginning in 1999, including being the Executive Vice Chairman of Global Corporate &

Investment Banking from 2009 to 2014, and prior to that, he was Vice Chairman of Global Investment

Banking and Global Head of Mergers & Acquisitions. Prior to joining Bank of America Merrill Lynch, he

held various senior investment banking positions at UBS Securities and Wasserstein Parella & Co., and began

his investment banking career at The First Boston Corporation. Mr. Selig currently serves on the boards of

directors of Simon Property Group, Inc. and Entercom Communications Corp. With over 28 years of

investment banking experience and his service as one of the nation’s most senior commercial diplomats,

Mr. Selig will provide our board with a sophisticated strategic and financial advisor, with invaluable insight

into global economic matters.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

Board Leadership Structure

Our board of directors understands there is no single, generally accepted approach to providing board

leadership and that given the dynamic and competitive environment in which we operate, the appropriate

leadership may vary as circumstances warrant. Our board of directors currently believes it is in our best

interests to have Jay Sugarman serve as Chairman of our Board of Directors and Chief Executive Officer.

Our board of directors believes combining these roles promotes effective leadership and provides the clear

focus needed to execute our business strategies and objectives.

Our board of directors designates a lead independent director whose duties include chairing executive

sessions of the independent directors, facilitating communications and resolving conflicts between the

independent directors, other members of our board of directors and the management of our company, and

consulting with and providing counsel to our chief executive officer as needed or requested. Mr. Selig is

currently designated as our Lead Director.

No Staggered Board

All of our directors are elected annually.

Board Composition and Diversity

Our board recognizes the value of nominating for election to the Board individuals who bring a variety

of diverse opinions, perspectives, skills, experiences, backgrounds and orientations to its discussions and

decision-making processes. An overriding principle is that all nominations to the Board should be based upon

merit and suitability of the candidate. Subject to this overriding principle, the Board recognizes the need to

consider director candidates from different backgrounds, including, but not limited to, geography, race,

ethnicity and gender.

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 business and the range of business segments and 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. In seeking to maintain an engaged, independent board possessing broad

experience and judgment and 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 “ELECTION OF DIRECTORS—Director Qualifications”.

Director Independence

Our board has determined that three of our current directors are independent. In determining director

independence, the board considers all relevant facts and circumstances and the NYSE listing standards. Under

the NYSE listing standards, no director qualifies as independent unless the board affirmatively determines

that the director has no material relationship with us, either directly or as a partner, stockholder or officer of

an organization that has a relationship with us.

Board and Committee Annual Assessments

Our directors engage in an annual assessment of the board and committee performance, for the purpose

of ensuring the effectiveness of the board as a whole and its committees. An independent party interviews

each director individually on a wide range of topics relating to board structure and composition,

communications, information furnished to the board, the board’s relationship with management and the

effectiveness of the board and its committees, and then summarizes the individual comments and assessments

in an oral 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.

Board Meetings Held during 2017

During the fiscal year ended December 31, 2017, the board held seven meetings, including meetings

held in person and by telephone conference call. All directors are expected to attend a majority of the board

meetings. All directors attended at least 75% of all of the board meetings and applicable committee meetings

held during 2017. 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 with the

accounting firm engaged to assist us in the preparation of our documentation, testing and evaluation of

internal controls over financial reporting.

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. Moreover, 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

The Audit Committee is comprised of Messrs. Adler (Chairman), Nydick and Selig, each of whom is an

independent director and “financially literate” under the rules of the NYSE.

The Audit Committee assists our board of directors in overseeing:

• our financial reporting, auditing and internal control activities, including the integrity of our financial

statements;

• our compliance with legal and regulatory requirements and ethical behavior;

• the independent auditor ’s qualifications and independence;

• the performance of our internal audit function and independent auditor; and

• the preparation of Audit Committee reports.

The Audit Committee is also responsible for engaging our independent registered public accounting firm,

reviewing with the independent registered public accounting firm the plans and results of the audit

engagement, approving professional services provided by the independent registered public accounting firm,

reviewing the independence of the independent registered public accounting firm, considering the range of

audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

The Audit Committee met three times during 2017, including meetings held in person and by telephone

conference call.

Compensation Committee

The Compensation Committee is comprised of Messrs. Nydick (Chairman), Adler and Selig, each of

whom is an independent director. The principal functions of the Compensation Committee are to:

• oversee any equity-based remuneration plans and programs;

• determine from time to time the remuneration for our non-executive directors; and

• prepare compensation committee reports.

The Compensation Committee met two times during 2017, including meetings held in person and by

telephone conference call.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of Messrs. Selig (Chairman), Adler

and Nydick each of whom is an independent director.

The Nominating and Corporate Governance Committee will be responsible for:

• providing counsel to the board of directors with respect to the organization, function and composition

of the board of directors and its committees;

• overseeing the self-evaluation of our board of directors as a whole and of the individual directors and

the board’s evaluation of management and report thereon to the board;

• periodically reviewing and, if appropriate, recommending to the board of directors changes to, our

corporate governance policies and procedures;

• identifying and recommending to our board of directors potential director candidates for nomination;

and

• recommending to the full board of directors the appointment of each of our executive officers.

In recommending potential director candidates for nomination to our board of directors, the Nominating

and Corporate Governance Committee considers such factors as it deems appropriate. These factors may

include judgment, skill and experience with businesses and other organizations comparable to us. The charter

of our Nominating and Corporate Governance Committee also identifies diversity as one factor which the

committee may consider when nominating a candidate for election to the board. Diversity includes not only

factors such as gender, race and age, but also background, experience, skills, accomplishments, personal

qualities and other traits desirable in achieving an appropriate mix of qualified individuals.

The Nominating and Corporate Governance Committee may solicit and consider suggestions of the

directors or management regarding possible nominees, may consider nominees suggested by shareholders and

generally shall guide the process of recruiting new directors. The committee may employ professional search

firms or consultants to assist us in identifying potential members of the board with the desired skills and

disciplines. Nominations made by shareholders should be made in accordance with the procedures set forth

below in this section under “Shareholder Nominations for the Board.” Candidates proposed by shareholders

will be considered using the same criteria and in the same manner as all other candidates are considered.

The Nominating and Corporate Governance Committee met two times during 2017, including meetings

held in person and by telephone conference call.

Committee Charters

Our Audit, Compensation and Nominating and Corporate Governance Committees have adopted charters

that meet the standards established by the NYSE. Copies of these charters are available on our website at

www.safetyincomegrowth.com and will be provided in print, without charge, to any shareholder who requests

copies.

Service on Other Boards

In view of the commitment of time and effort that is required of a director of a public company, our

board has established a guideline that its directors should not serve on the boards of more than five public

companies.

Our Board’s Role in Risk Oversight

Our board of directors plays an active role in overseeing management of our risks. The committees of

our board of directors assist our full board in risk oversight by addressing specific matters within the purview

of each committee. Our audit committee focuses on oversight of financial risks relating to us, our

compensation committee focuses primarily on risks relating to our equity compensation plans and

arrangements and our nominating and corporate governance committee focuses on reputational and corporate

governance risks relating to our company, including the independence of the members of our board of

directors. While each committee is responsible for evaluating certain risks and overseeing the management of

such risks, our full board of directors plans to keep itself regularly informed regarding such risks through

committee reports and otherwise. We believe the leadership structure of our board of directors supports

effective risk management and oversight

Shareholder Nominations for the Board

Shareholder nominations for election to the board should be sent to the attention of our corporate

secretary at the address appearing on the notice accompanying this proxy statement, describing the

candidate’s qualifications and accompanied by the candidate’s written statement of willingness and affirmative

desire to serve in a manner representing the interest of all shareholders. Shareholders may also make

nominations directly by following the procedure specified in our bylaws.

Candidates proposed by shareholders will be considered using the same criteria and in the same manner

utilized by the Nominating and Corporate Governance Committee of the board in considering all candidates

for election to the board, set forth above in this section under “Nominating and Corporate Governance

Committee.”

Communications with the Board

We provide the opportunity for interested parties, including shareholders, to communicate with members

of the board. Interested parties may communicate with our Lead Director, the other independent board

members or the chair of any of the committees of the board by e‑mail or regular mail. All communications

by e‑mail should be sent to CorporateSecretary@safety.com . Communications sent by regular mail should be

sent to the attention of the Lead Director, the independent directors, the Audit Committee chair, the

Compensation Committee chair or the Nominating and Corporate Governance Committee chair, as the case

may be, in each instance in care of our corporate secretary at our headquarters at 1114 Avenue of the

Americas, 39th Floor, New York, NY 10036.

Our secretary will review each communication received in accordance with this process to determine

whether the communication requires immediate action. This officer will forward all appropriate

communications received, or a summary of such communications, to the appropriate board member(s).

However, we reserve the right to disregard any communication that our secretary determines is unduly

hostile, threatening, or illegal, does not reasonably relate to us or our business, or is similarly inappropriate.

This officer has the authority to disregard any inappropriate communications or to take other appropriate

actions with respect to any such inappropriate communications.

DIRECTOR COMPENSATION

Each of our directors, other than Mr. Sugarman, our chairman and chief executive officer, was awarded

10,000 shares of our common stock as compensation at the closing of our initial public offering in June

2017. No other compensation has been paid to our directors to date. We intend to approve and implement a

compensation program for our directors who are not officers or employees of our manager or iStar that will

consist of annual cash retainer fees and long‑term equity awards. We intend to provide additional cash or

equity compensation to such directors who also serve on a committee. We reimburse each of our directors

who are not officers or employees of our manager or iStar for his or her travel expenses incurred in

connection with his or her attendance at full board of director and committee meetings. Directors who are

officers or employees of our manager or iStar will not receive compensation for serving on our board of

directors.

The table below summarizes the compensation information for our directors for the fiscal year ended

December 31, 2017. Jay Sugarman, our chairman and chief executive officer, is not included in this table as

he receives no compensation for his services as a director.

Fees Earned or

Paid in Cash ($)

Stock

Awards ($)(1)

All Other

Compensation ($)

Total ($)

Dean S. Adler

⁠

—

⁠

191,500

⁠

—

⁠

191,500

Robin Josephs

⁠

—

⁠

191,500

⁠

—

⁠

191,500

Jay S. Nydick

⁠

—

⁠

191,500

⁠

—

⁠

191,500

Stefan M. Selig

⁠

—

⁠

191,500

⁠

—

⁠

191,500

(1) Amounts included in the “Stock Awards” column reflect the grant date fair value of shares common

stock awarded to directors on the closing of our initial public offering on June 27, 2017, computed in

accordance with FASB ASC Topic 718 (without regard to forfeitures).

CORPORATE GOVERNANCE PROFILE

General

We have structured our corporate governance in a manner we believe closely aligns our interests with

those of our stockholders. Notable features of our corporate governance structure include the following:

• our board of directors is not staggered, with each of our directors subject to re-election annually;

• three of the five persons who serve on our board of directors, or 60% of our directors, are

independent for purposes of the NYSE’s corporate governance listing standards and Rule 10A‑3 under

the Exchange Act;

• at least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC;

• we have opted out of the business combination and control share acquisition statutes in the MGCL;

• we do not have a stockholder rights plan and our board of directors has adopted a policy that our

board may not adopt any stockholder rights plan unless the adoption of the plan has been approved by

stockholders representing a majority of the votes cast on the matter, except that our board of directors

may adopt a stockholder rights plan without the prior approval of our stockholders if our board, in the

exercise of its duties, determines that seeking prior stockholder approval would not be in our best

interests under the circumstances then existing. The policy further provides that if a stockholder rights

plan is adopted by our board without the prior approval of our stockholders, the stockholder rights

plan will expire on the date of the first annual meeting of stockholders held after the first anniversary

of the adoption of the plan, unless an extension of the plan is approved by our common stockholders;

and

• we have opted out of the unsolicited takeover (Title 3, Subtitle 8) provisions of the MGCL, commonly

known as the Maryland Unsolicited Takeover Act, which we may not opt in to without the approval

of a majority of the votes cast by our stockholders entitled to vote thereon.

A copy of our corporate governance guidelines may be found on our website at

www.safetyincomegrowth.com and will be provided in print, without charge, to any shareholder who requests

a copy.

Code of Business Conduct and Ethics

Our board of directors has established a code of business conduct and ethics that applies to our directors

and executive officers. Among other matters, our code of business conduct and ethics is designed to deter

wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest

between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in our SEC reports and other public

communications;

• compliance with applicable governmental laws, rules and regulations;

• prompt internal reporting of violations of the code to appropriate persons identified in the code; and

accountability for adherence to the code.

Any waiver of the code of business conduct and ethics for our directors or executive officers may be

made only by our board of directors or one of our board committees and will be promptly disclosed as

required by law or stock exchange regulations. A copy of our Code of Business Conduct and Ethics may be

found on our website at www.safetyincomegrowth.com and will be provided in print, without charge, to any

shareholder who requests a copy.

Disclosure Committee

We maintain a Disclosure Committee consisting of members of our executive management and senior

staff. The purpose of the Disclosure Committee is to oversee our system of disclosure controls and assist and

advise the chief executive officer and chief financial officer in making the required certifications in SEC

reports. The Disclosure Committee was established to bring together on a regular basis our senior executives,

representatives from our core business and employees of our manager involved in the preparation of our

financial statements to discuss any issues or matters of which the members are aware that should be

considered for disclosure in our public SEC filings and review our draft periodic SEC reports prior to filing.

The Disclosure Committee reports to our chief executive officer and, as appropriate, to our Audit Committee.

The Disclosure Committee meets quarterly and otherwise as needed. The Disclosure Committee has adopted a

written charter to memorialize the Committee’s purpose and procedures. A copy of the charter may be found

on our website at www.safetyincomegrowth.com and will be provided in print, without charge, to any

shareholder who requests a copy.

Shareholder Outreach and Communication; Shareholder Responsiveness

On a regular basis throughout the year, our management engages in communications with our significant

investors to ensure that management and the board understand and consider the issues that are important to

our shareholders. We regularly discuss with our investors matters relating to our business, strategic plans and

financial results.

We plan to continue these types of discussions with our shareholders on a wide range of matters, as they

provide valuable feedback and enable us to address shareholder concerns and interests in designing and

implementing our programs and practices.

No Poison Pill

We do not currently have a shareholder rights plan, commonly known as a “poison pill,” in effect.

EXECUTIVE OFFICERS

General

We are externally managed by SFTY Manager LLC, a wholly owned subsidiary of iStar, which is our

largest shareholder. All of our executive officers are employees of our manager or its affiliates. The executive

offices of our manager are located at 1114 Avenue of the Americas, New York, New York 10036, and the

telephone number of our manager ’s executive offices is (212) 930‑9400.

Executive Officers and Key Personnel of Our Manager

The following table sets forth certain information with respect to each of our current executive officers

and Geoffrey Jervis, who stepped down as an executive officer on March 30, 2018:


Executive officer	Age	Position	Position held with iStar


Jay Sugarman	⁠ 55	Chairman and Chief Executive Officer	Chairman and Chief Executive Officer
Nina B. Matis	⁠ 70	Vice Chairman and Chief Legal Officer	Vice Chairman and Chief Legal Officer
Marcos Alvarado	⁠ 37	Chief Investment Officer	Chief Investment Officer
Andrew C. Richardson(1)	⁠ 51	Interim Chief Financial Officer	President, Land and Development Portfolio, and interim Chief Financial Officer
Geoffrey G. Jervis(1)	⁠ 46	Former Chief Operating Officer and Chief Financial Officer	Former Chief Operating Officer and Chief Financial Officer

(1) Mr. Richardson became interim Chief Financial Officer on March 30, 2018 when Mr. Jervis stepped

down from his positions with us and iStar. See our Current Report on Form 8‑K filed with the SEC on

March 27, 2018.

Biographical Information

Information for Jay Sugarman, our chairman and chief executive officer, is contained above under the

heading “ELECTION OF DIRECTORS.” Information is set forth below with regard to our other executive

officers. We have determined we have three executive officers who served during 2017. In addition, in the

first quarter of 2018, Marcos Alvarado joined us and iStar as chief investment officer and Andrew C.

Richardson joined us and iStar as interim chief financial officer. All of our officers serve at the pleasure of

the board of directors and are customarily appointed as officers at the annual organizational meeting of the

board held following each annual meeting of shareholders.

Nina B. Matis , age 70, currently serves as our vice chairman and chief legal officer. She also serves as

vice chairman and chief legal officer of iStar. She assumed her current position as vice chairman of iStar in

January 2018 and, prior to that time, also served as iStar ’s chief investment officer. She assumed the

positions of executive vice president, chief legal officer and chief investment officer of iStar in February

2008 after serving as general counsel since 1996, executive vice president since November 1999 and chief

investment officer since April 2007. In her current positions, Ms. Matis’ core responsibilities include key

corporate legal decisions and litigation strategy, helping shepherd strategic initiatives across multiple functions

and helping develop succession talent. During 2017, when she also served as our chief investment officer,

Ms. Matis was responsible for overseeing and managing the strategic consideration and execution of our

investment and financing transactions, restructurings and resolutions of loans and other problem assets,

significant operational responsibilities and litigation and other legal matters. Ms. Matis previously served as a

partner in the law firm of Katten Muchin Rosenman LLP, one of our principal outside law firms, and was an

inactive special capital partner of the firm until her withdrawal from this position during 2010. Ms. Matis

previously served as a director of New Plan Excel Realty Trust, Inc. She is a director of Signature Theater

Company, Thomas Cole House, a National Historic Landmark that includes the home and the studio of

painter Thomas Cole, and National Partnership for Women & Families, a nonprofit, nonpartisan 501(c)(3)

organization. Ms. Matis received a B.A. degree, with honors, from Smith College and a J.D. degree from

New York University School of Law.

Marcos Alvarado , age 37, serves as our chief investment officer. He also serves as chief investment

officer of iStar, having joined the firm in early 2018. Mr. Alvarado is a member of iStar ’s senior executive

team, responsible for overseeing originations and driving growth across iStar ’s diversified $5 billion

investment portfolio. Throughout his career, Mr. Alvarado has closed more than $25 billion of investments

across all parts of the capital structure. He was previously Head of Acquisitions & Business Operations for

Cadre, a technology-enabled real estate investment platform, and a Managing Director at Starwood Capital.

Prior to Starwood Capital, Mr. Alvarado served as Vice President in Lehman Brothers’ Global Real Estate

Group. He started his career in Morgan Stanley’s CMBS group. Mr. Alvarado holds a B.A. from Dartmouth

College.

Andrew C. Richardson, age 51, has served as our interim chief financial officer and iStar ’s interim chief

financial officer since March 30, 2018. In addition, Mr. Richardson serves as president of iStar ’s land and

development portfolio, with primary responsibility for leading a focused portfolio of longer‑term land and

development assets as part of iStar ’s ongoing efforts to monetize and efficiently manage those assets.

Mr. Richardson has significant public company experience in the real estate finance and land development

sectors. He most recently served as chief financial officer of The Howard Hughes Corporation (NYSE:

HHC), one of the largest land development companies in the United States, and previously served as chief

financial officer of Northstar Realty Finance Corp., an NYSE-listed real estate finance company. Prior to

Northstar, Mr. Richardson was an executive vice president and head of capital markets at iStar. Earlier in his

career, he was also a certified public accountant with Ernst & Young LLP. Mr. Richardson received a B.B.A.

in accountancy from the University of Notre Dame and an M.B.A. from the University of Chicago.

Geoffrey G. Jervis, age 46, served as our chief operating officer and chief financial officer during 2017.

He also served as chief operating officer and chief financial officer of iStar. He stepped down from these

positions on March 30, 2018. Prior to joining iStar, Mr. Jervis served as the chief financial officer of STAG

Industrial (NYSE: STAG), chief financial officer of The Blackstone Group’s real estate debt business and

chief financial officer of Blackstone Mortgage Trust (NYSE: BXMT), and chief financial officer of Capital

Trust (NYSE: CT). Mr. Jervis received a B.A. from Vanderbilt University and an M.B.A. with honors from

Columbia University.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the financial reporting process of Safety, Income & Growth Inc., or

Company, on behalf of the Board of Directors of the Company in accordance with our Audit Committee

charter. The board, in its judgment, has determined that all members of our Audit Committee meet the

independence requirements of the SEC, or SEC, and the New York Stock Exchange, or NYSE. The board has

also determined that at least one member of the Audit Committee, the chair of the Committee, is an “audit

committee financial expert” within the meaning of the rules of the SEC and that each member of our Audit

Committee is financially literate and has accounting or related financial management expertise, as such

qualifications are defined under the rules of the NYSE. We operate under a written charter approved by the

board, consistent with the corporate governance rules issued by the SEC and the NYSE. Our charter is

available on the Company’s website at www.safetyincomegrowth.com and will be provided in print, without

charge, to any shareholder who requests a copy.

The Company’s management is responsible for the financial reporting process and preparation of the

quarterly and annual consolidated financial statements, including maintaining a system of internal controls

over financial reporting, as well as disclosure controls and procedures.

We are directly responsible for the appointment, compensation, retention, oversight and termination of

the Company’s external auditors. We have appointed Deloitte & Touche LLP, or Deloitte, an independent

registered public accounting firm, to audit the consolidated financial statements of the Company for the year

ending December 31, 2018.

In the second half of 2017, we conducted a competitive process to determine the Company’s

independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018. We

invited several independent registered public accounting firms to participate in this process, including

PricewaterhouseCoopers LLP, or PwC, the Company’s independent registered public accounting firm.

All of the independent registered public accounting firms invited by the Company to participate in the

process submitted proposals and presented their proposals to us and Company representatives. Following a

comprehensive review of those proposals, on November 21, 2017 we approved the engagement of Deloitte as

the Company’s independent registered public accounting firm for the Company’s fiscal year ending

December 31, 2018. PwC continued to serve as the Company’s independent registered public accounting firm

through the date of the issuance by PwC of its reports on the combined and consolidated financial statements

as of December 31, 2017 and for the periods from January 1, 2017 to April 13, 2017 and April 14, 2017 to

December 31, 2017.

PwC’s reports on the Company’s combined financial statements as of and for the fiscal years ended

December 31, 2015 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they

qualified or modified as to uncertainty, audit scope, or accounting principle.

During the fiscal years ended December 31, 2015 and 2016, and the subsequent interim periods through

November 21, 2017, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation

S‑K and the related instructions between the Company and PwC on any matters of accounting principles or

practices, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved

to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports; and (ii) no

“reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S‑K. At our request, PwC

furnished a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with

the above statements. A copy of PwC’s letter was filed as an exhibit 16.1 to the Company’s Current Report

on Form 8‑K dated November 28, 2017.

During the fiscal years ended December 31, 2015 and 2016 and the subsequent interim periods through

November 21, 2017, neither the Company nor anyone on its behalf consulted with Deloitte regarding: (i) the

application of accounting principles to a specified transaction, either completed or proposed, or the type of

audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor

oral advice was provided to the Company that Deloitte concluded was an important factor considered by the

Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter

that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S‑K and the

related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S‑K.

The independent registered public accounting firm is responsible for auditing the annual consolidated

financial statements and expressing an opinion on the conformity of those financial statements with generally

accepted accounting principles in the United States. We also approve the engagement of an accounting firm

to assist the Company in the preparation of its documentation, testing and evaluation of internal controls over

financial reporting and reviewed their performance. We do not prepare financial statements or conduct audits.

In its capacity as the Company’s independent registered public accounting firm for the 2017 fiscal year,

PwC issued reports on the combined and consolidated financial statements as of December 31, 2017 and for

the periods from January 1, 2017 to April 13, 2017 and April 14, 2017 to December 31, 2017. In connection

with the audited combined and consolidated financial statements, we have:

• reviewed and discussed with management and the independent registered public accounting firm the

Company’s internal controls over financial reporting and any significant deficiencies or material

weaknesses;

• reviewed and discussed with management and the independent registered public accounting firm the

Company’s audited financial statements, including discussions regarding critical accounting policies,

other financial accounting and reporting principles and practices appropriate for the Company, the

quality of such principles and practices, and the reasonableness of significant judgments;

• discussed with the independent registered public accounting firm the items that are required to be

discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as

amended by Statement on Auditing Standards No. 90, Audit Committee Communications; and

• reviewed and considered the written disclosures in the letter received from

PricewaterhouseCoopers LLP, as required by the PCAOB regarding the independent accountant’s

communications with the Audit Committee regarding independence, including a discussion about its

independence from the Company and management.

Based on the reviews and discussions above, and subject to the limitations on the role and

responsibilities of the Audit Committee referred to above and in the Audit Committee charter in effect in

2017, we recommended to the board that the audited combined and consolidated financial statements for 2017

be included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2017 (the

“2017 10‑K Report”), for filing with the SEC. The board approved our recommendation.

Submitted by the Audit Committee:

Dean S. Adler (Chair)

Jay S. Nydick

Stefan M. Selig

The above report will not be deemed to be incorporated by reference into any filing by us under the

Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the

extent that we specifically incorporate the same by reference.

EXECUTIVE COMPENSATION

Overview

Our management agreement provides that our manager is responsible for managing our affairs. We do

not have any employees. Accordingly, our chief executive officer and each of our other executive officers,

each of whom is an executive of iStar, do not receive cash compensation from us for serving as our

executive officers. Instead, we will pay our manager the management fee in accordance with the management

agreement. No management fee is payable to our manager during the first year of the management agreement

through June 27, 2018. Thereafter, we will pay our manager a management fee, payable solely in shares of

our common stock, equal to the sum of 1.0% of our total equity up to $2.5 billion and 0.75% of our total

equity in excess of $2.5 billion. Our manager will not be entitled to receive any additional performance or

incentive compensation.

For the period from the closing of our initial public offering on June 27, 2017 through December 31,

2017, we paid no management fees to our manager.

We pay or reimburse our manager for all of our operating expenses, except those specifically required to

be paid by our manager under the management agreement. We do not reimburse our manager or its affiliates

for the salaries and other compensation of our named executive officers. We also do not reimburse our

manager or its affiliates for the salary and other compensation its other personnel except that beginning after

the first anniversary of the management agreement (June 27, 2018), we will reimburse our manager or its

affiliates for the allocable share of the compensation, including, without limitation, annual base salary, bonus,

any related withholding taxes and employee benefits, paid to corporate finance, tax, accounting, internal audit,

legal, risk management, operations, compliance and other non-investment personnel of our manager and its

affiliates who spend all or a portion of their time managing our affairs based upon the percentage of time

devoted by such personnel to our affairs.

Executive Compensation Paid by our Manager and its Affiliates

As employees of iStar and our manager, our chief executive officer and each of our other executive

officers are compensated under compensation arrangements made with iStar. The following information

relating to these compensation arrangements have been provided to us by our manager. You will find

additional information about iStar ’s compensation program in its definitive proxy statement relating to its

2018 annual meeting of shareholders which may be found on the SEC’s website at www.sec.gov and on

iStar ’s website at www.istar.com.

iStar was the original sponsor of our company and is our largest stockholder, with approximately 39.9%

of our outstanding common stock, which we believe creates alignment between iStar ’s interests and our

interests. In addition, our management agreement provides that all fees payable to our manager will be paid

in shares of our common stock. Our manager will not be entitled to receive any additional performance or

incentive compensation. Our manager will be restricted from selling shares of our common stock paid to it as

management fees for two years from the date such shares are issued, subject to certain exceptions. Our

management agreement has an initial term of one year with annual renewals to be approved by a majority of

the independent members of our board of directors. The management agreement may generally be terminated

by us or our manager at the end of each annual term without the payment of a termination fee.

iStar ’s compensation program reflects a pay‑for-performance philosophy and is designed to create a

strong connection between executive pay and business performance, including shareholder value creation. In

setting compensation for its professionals, including our chief executive officer and each of our other

executive officers, iStar takes into consideration various factors, including the performance and

accomplishments of its management team towards achieving its current and long‑term strategic, business and

financial goals. To promote its objectives, a majority of its executives’ compensation, including those who

serve as our executive officers, is directly tied to accomplishments that improve the performance of iStar and

increase its value. Compensation decisions for executives are made annually, after reviewing iStar ’s

performance as a business and evaluating individuals’ performance and contributions during the year,

leadership qualities, business responsibilities, career with iStar, current compensation arrangements, long‑term

potential to enhance shareholder value and other relevant performance and market data.

In determining the compensation that was paid by iStar to each of our chief executive officer and our

other executive officers in 2017, iStar took into account that we successfully completed (i) a $227 million

secured financing in March 2017, (ii) a joint venture with institutional investors in April 2017 and (iii) our

initial public offering and listing on the New York Stock Exchange in June 2017 as the first public company

of which we are aware that focuses primarily on ground leases. We raised $205 million in our initial public

offering and $45 million in a concurrent private placement to iStar. We used the net proceeds from our

offering, together with borrowings available under our revolving credit facility, to invest in additional ground

lease investments sourced by our manager. While these achievements were considered by iStar in making its

compensation decisions, iStar did not attempt to rank or assign relative weight to any of them versus

achievements that were not related to our business, but rather applied its judgment in considering all factors

in their entirety.

In setting compensation for its professionals, including our chief executive officer and each of our other

executive officers, iStar did not take into account the amount of the management fee we pay to our manager,

as no management fee is payable to our manager during the first year of the management agreement.

Equity Compensation

The Compensation Committee may, from time to time, grant equity-based awards designed to align the

interests of our manager and personnel of our manager and its affiliates who support our manager in

providing services to us under our management agreement with those of our stockholders, by allowing our

manager and personnel of our manager and its affiliates to share in the creation of value for our stockholders

through stock appreciation and dividends. These equity-based awards are generally subject to time-based

vesting requirements designed to promote retention and to achieve strong performance for our company.

These awards further provide flexibility to us in our ability to enable our manager and its affiliates who

support our manager to attract, motivate and retain talented individuals. We adopted the 2017 Equity

Incentive Plan, which provides for the issuance of equity-based awards, including restricted shares of

common stock, restricted stock units, stock options, phantom shares, dividend equivalents and other awards

based on our common stock. Restricted shares of common stock issued to our independent directors in

respect to a portion of their annual director fees are also issued under this plan.

Our board of directors has delegated its administrative responsibilities under the 2017 Equity Incentive

Plan to the Compensation Committee. In its capacity as plan administrator, the Compensation Committee has

the authority to make awards to members of our manager ’s management team and employees who perform

services for us, our independent directors, advisers, consultants and other personnel, and to determine what

form the awards will take and the terms and conditions of the awards.

The Compensation Committee did not grant any awards to our manager or any of its employees pursuant

to the 2017 Equity Incentive Plan in 2017. The Compensation Committee has not adopted a formal equity

incentive compensation program for 2018, and, to the extent the Compensation Committee determines to

make grants during 2018, we expect that goals, business objectives and measures of our performance will be

considered by the Compensation Committee, in consultation with our manager and executive officers in

determining whether to make, and the amount of any, such grants.

Compensation Committee Interlocks and Insider Participation

As of the date of this proxy statement, the members of the Compensation Committee are Jay S. Nydick

(Chair), Dean S. Adler and Stefan M. Selig. No member of the Compensation Committee is or was formerly

an officer or an employee of the company. None of our executive officers other than Mr. Sugarman serves as

a member of the board of directors or compensation committee of any entity that has one or more executive

officers serving as a member of our board, nor has such interlocking relationship existed in the past.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive

officers and persons who own more than 10% of a registered class of our equity securities, to file with the

SEC initial reports of ownership and reports of changes in ownership of common stock and other of our

equity securities. Directors, officers and greater than 10% shareholders are required to furnish us with copies

of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports

furnished to us, during the fiscal year ended December 31, 2017, all Section 16(a) filing requirements

applicable to our directors, officers and greater than 10% beneficial owners were met.

INDEMNIFICATION

We have entered into indemnification agreements with each of our directors, executive officers, board

observer and certain other parties providing for the indemnification by us for certain liabilities and expenses

incurred as a result of actions brought, or threatened to be brought, against (i) our directors, executive

officers and board observer and (ii) our executive officers and certain other parties who are former members,

managers, stockholders, directors, limited partners, general partners, officers, board observers or controlling

persons of our predecessor in their capacities as such, as described below

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability

of its directors and officers to the corporation and its stockholders for money damages, except for liability

resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active

and deliberate dishonesty that was established by a final judgment and was material to the cause of action.

Our charter contains such a provision and eliminates the liability of our directors and executive officers to the

maximum extent permitted by Maryland law. We have obtained a policy of insurance under which our

directors and executive officers are insured, subject to the limits of the policy, against certain losses arising

from claims made against such directors and executive officers by reason of any acts or omissions covered

under such policy in their respective capacities as directors or executive officers, including certain liabilities

under the Securities Act. Additionally, the indemnification agreements we have entered into with each of our

directors and executive officers upon the completion of this offering, require, among other things, that we

maintain a comparable “tail” directors’ and officers’ liability insurance policy for six years after each director

or executive officer ceases to serve in such capacity in connection with a change in control transaction.

ACCOUNTING FEES AND SERVICES

Fees paid to PricewaterhouseCoopers LLP, or PwC, our independent registered public accounting firm

for the fiscal year ended December 31, 2017 were as follows:

Audit Fees: The aggregate fees incurred during the fiscal year ended December 31, 2017 for

professional services rendered by PwC in connection with its audit of our combined and consolidated

financial statements and its limited reviews of our unaudited combined and consolidated interim financial

statements were approximately $794,000.

Audit-Related Fees: The aggregate fees incurred during the fiscal year ended December 31, 2017 for

professional services rendered by PwC for audit-related services were $10,000.

Tax Fees: The aggregate fees incurred during the fiscal year ended December 31, 2017 for professional

services rendered by PwC for tax compliance, tax advice and tax planning were approximately $5,000. These

services included income tax compliance and related tax services.

All Other Fees: The aggregate fees incurred during the fiscal year ended December 31, 2017 for other

services rendered by PwC were approximately $490.

During the fiscal years ended December 31, 2017 and December 31, 2016, the aggregate fees incurred

for professional services rendered by PwC for offering costs in connection with our initial public offering and

private placement of our common shares were approximately $987,670 and $1,088,216, respectively. These

services were paid by our manager. Our manager received no reimbursement for its payment of the offering

costs.

Our Audit Committee is responsible for retaining and terminating our independent registered public

accounting firm (subject, if applicable, to shareholder ratification) and for approving the performance of any

non-audit services by the independent registered public accounting firm. In addition, the Audit Committee is

responsible for reviewing and evaluating the qualifications, performance and independence of the lead partner

of the independent registered public accounting firm and for presenting its conclusions with respect to the

independent registered public accounting firm to the full board.

The Audit Committee has the sole authority to approve all audit engagement fees and terms, as well as

significant non-audit services, with the independent registered public accounting firm. During fiscal 2017, the

Audit Committee approved all audit engagement fees and terms with PwC, as well as all significant non-audit

services performed by PwC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information available to us as of March 23, 2018 (except as

otherwise indicated) with respect to any common stock owned by our directors, nominees for director,

executive officers who served during 2017, and any individual or group of shareholders known to be the

beneficial owner of more than 5% of our issued and outstanding common stock. We have no options or

similar securities outstanding that are currently exercisable or exercisable within 60 days of the date of this

proxy statement.


Name and Address of Beneficial Owners(1)	Common Stock Beneficially Owned(1)	% of Basic Common Stock Outstanding(2)


Dean S. Adler(3)	⁠ 10,000 ⁠ (4)(15)	⁠ *
Jay S. Nydick(3)	⁠ 10,000 ⁠ (5)	⁠ *
Robin Josephs(3)	⁠ 21,250 ⁠ (6)	⁠ *
Stefan M. Selig(3)	⁠ 20,000 ⁠ (7)	⁠ *
Jay Sugarman(3)	⁠ 63,018 ⁠ (8)	⁠ *
Geoffrey G. Jervis(3)	⁠ 75,288 ⁠ (9)	⁠ *
Nina B. Matis(3)	⁠ 20,000 ⁠ (10)	⁠ *
iStar Inc.	⁠ 7,257,810 ⁠ (11)	⁠ 39.90 ⁠ %
SFTY Venture LLC	⁠ 2,125,000 ⁠ (12)	⁠ 11.68 ⁠ %
UBS Group AG	⁠ 1,574,672 ⁠ (13)	⁠ 8.66 ⁠ %
FMR LLC	⁠ 1,550,790 ⁠ (14)	⁠ 8.53 ⁠ %
Lubert-Adler Group VII-B Holdings, LLC	⁠ 750,000 ⁠ (4)(15)	⁠ 4.12 ⁠ %
All executive officers, directors and nominees for director as a group (7 persons)	⁠ 219,556	⁠ 1.21 ⁠ %

* Less than 1%.

(1) Except as otherwise indicated and subject to applicable community property laws and similar statutes,

the person listed as the beneficial owner of shares has sole voting power and dispositive power with

respect to the shares.

(2) As of April 3, 2018, 18,190,000 shares of common stock were outstanding and entitled to vote.

(3) Safety, Income & Growth Inc., c/o iStar Inc., 1114 Avenue of the Americas, 39th Floor, New York,

NY 10036.

(4) Includes 10,000 shares of common stock owned directly by Mr. Adler. Mr. Adler is a member of Lubert-

Adler Group VII‑B Holdings, LLC. As a result, Mr. Adler may be deemed to indirectly share beneficial

ownership of the reported shares.

(5) Includes 10,000 shares of common stock owned directly by Mr. Nydick.

(6) Includes 21,250 shares of common stock owned directly by Ms. Josephs.

(7) Includes 20,000 shares of common stock owned directly by Mr. Selig.

(8) Includes 63,018 shares of common stock owned indirectly by Mr. Sugarman through trusts.

(9) Includes 75,288 shares of common stock owned directly by Mr. Jervis.

(10) Includes 20,000 shares of common stock owned directly by Ms. Matis.

(11) This beneficial ownership information is based solely on a Form 4, dated January 25, 2018, filed with

the SEC by iStar Inc. This shareholder ’s address is 1114 Avenue of the Americas, New York,

NY 10036.

(12) This beneficial ownership information is based solely on a Schedule 13G, dated December 31, 2017,

filed with the SEC by SFTY Venture LLC. This shareholder ’s address is 280 Park Avenue, 9th Floor,

New York, NY 10017.

(13) This beneficial ownership information is based solely on a Schedule 13G, dated December 29, 2017,

filed with the SEC by UBS Group AG. This shareholder ’s address is Bahnhofstrasse 45, PO Box

CH‑8021, Zurich, Switzerland.

(14) This beneficial ownership information is based solely on a Schedule 13G, dated December 29, 2017, as

amended, filed with the SEC by FMR LLC. This shareholder ’s address is 245 Summer Street, Boston,

MA 02210.

(15) This beneficial ownership information is based solely on a Form 3, dated June 21, 2017, filed with the

SEC by Lubert-Adler Group VII‑B Holdings, LLC. This shareholder ’s address is 171 17th Street, N.W.,

Suite 1575, Atlanta, GA 30363.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures With Respect to Related Party Transactions

It is the policy of our board of directors that all transactions between us and a related party, including

any joint venture or other transaction with iStar, must be approved or ratified by at least a majority of the

members of our board, or a duly authorized committee of our board, who have no financial or other interest

in the transaction. A related party includes any director or executive officer, any nominee for director, any

shareholder owning 5% of more of our outstanding shares, and any immediate family member of such

person.

In determining whether to approve or ratify a related party transaction, the board will take into account,

among other factors it deems appropriate, whether the related party transaction is on terms no less favorable

than terms generally available to an unaffiliated third-party under the same or similar circumstances and the

extent of the related party’s interest in the transaction. No director will participate in any discussion or

approval of a related party transaction for which he or she is a related party, except that the director will

provide all material information concerning the related party transaction to our board.

If a related party transaction will be ongoing, our board may establish guidelines for our management to

follow in its ongoing dealings with the related party. The board may delegate to our Nominating and

Corporate Governance Committee the authority to review and assess, on at least an annual basis, any such

ongoing relationships with the related party to see that they are in compliance with the board’s guidelines.

All related party transactions will be disclosed in our applicable filings with the SEC as required under

SEC rules.

In connection with our initial public offering (the “IPO”), we entered into certain transactions with iStar

and our two other pre‑IPO stockholders, SFTY Venture LLC (“GICRE”), an affiliate of GIC (Realty) Private

Limited, and SFTY VII‑B, LLC (“LA”), an affiliate of Lubert-Adler, L.P., which are described below. We

refer to GICRE and LA as the “continuing investors.” GICRE is the beneficial owner of approximately

11.0% of our outstanding common stock. Dean Adler, one of our directors, is a founder of LA.

Formation Transactions

On or before April 14, 2017, (i) we acquired our initial portfolio of 12 properties from iStar,

(ii) completed a $227 million initial portfolio financing and distributed the proceeds therefrom to iStar,

(iii) the continuing investors acquired 2,875,000 shares of our common stock for $57.5 million in cash

(representing a 51% ownership interest in our company at such time), and (iv) we issued 2,775,000 shares of

our common stock (representing a 49% ownership interest in our company at such time) and paid

$57.5 million in cash to iStar in consideration of its contribution of our initial portfolio to us, subject to the

indebtedness of the initial portfolio financing. The total value of the cash and stock paid to iStar in these

transactions was $340 million, based on the initial public offering price per share of our common stock in our

IPO.

Concurrent iStar Placement

Concurrently with the completion of the IPO, we sold to iStar 2,250,000 shares of our common stock in

the concurrent iStar placement at the IPO price per share for an aggregate purchase price of $45.0 million.

Management Agreement

Concurrently with the completion of the IPO, we entered into the management agreement with our

manager. During the first year of the management agreement, we will pay no management fee to our

manager. Thereafter, we will pay our manager a management fee, payable solely in shares of our common

stock, equal to the sum of 1.0% of total equity up to $2.5 billion and 0.75% of total equity in excess of $2.5

billion. Our manager will not be entitled to receive any additional performance or incentive compensation.

Our management agreement will have an initial term of one year with annual renewals to be approved by a

majority of the independent members of our board of directors. Additionally, the management agreement may

be terminated by us or our manager at the end of each annual term without the payment of a termination fee;

provided, however, that we may not terminate the management agreement unless a successor guarantor

reasonably acceptable to iStar has (i) agreed to replace iStar under its limited recourse guaranty and

environmental indemnity with respect to our initial portfolio financing or (ii) provided iStar with a reasonably

acceptable indemnity for any losses suffered by iStar on its limited recourse guaranty and environmental

indemnity after its termination as our manager.

The management fee will be paid solely in shares of our common stock valued at the greater of (i) the

volume weighted average market price of our common stock during the quarter for which the fee is being

calculated and (ii) the initial public offering price per share of our common stock set forth on the cover of

this prospectus, before underwriting discounts and commissions. Our manager will be restricted from selling

shares of our common stock paid to it as management fees for two years from the date such shares are

issued, except that such restrictions will terminate at the effective date of the termination of the management

agreement, and, for the avoidance of doubt, such restrictions will not apply to distributions of such shares to

iStar in contemplation of a further distribution of such shares to iStar ’s stockholders. We will also reimburse

our manager for all operating expenses incurred by our manager in providing services under the management

agreement, including expenses related to legal, accounting, due diligence and other services, except that our

manager has agreed not to seek reimbursement for certain personnel expense allocations during the first year

of the management agreement. Expenses will be reimbursed in cash on a monthly basis.

Exclusivity Agreement

Concurrently with the completion of the IPO, we entered into an agreement with iStar pursuant to which

iStar will agree that it will not acquire, originate, invest in, or provide financing for a third party’s acquisition

of, a ground lease unless it has first offered that opportunity to us and a majority of our independent directors

has declined the opportunity. The exclusivity agreement will not apply to opportunities that include only an

incidental interest in ground leases or opportunities to manufacture or otherwise create a ground lease from a

property that has been owned by iStar ’s existing net lease venture with GICRE for at least three years after

the closing of this offering. The existing net lease venture invests in single tenant properties leased to

corporate entities under triple net leases. The term of the venture is scheduled to end in February 2022

(subject to two one‑year extensions), although both dates may be extended by joint agreement of the partners.

iStar owns a 51.9% interest in, and manages the day to day operations of, the net lease venture and several

of its executives whose time is substantially devoted to the venture own a 0.6% equity interest in the venture

and are entitled to participate in promote payments made to iStar. The parties have committed a total of $500

million to the net lease venture. The exclusivity agreement will automatically terminate upon any termination

of the management agreement and will not otherwise be terminable.

Stockholder ’s Agreements with Continuing Investors

In connection with the continuing investors’ investment in us, we entered into a stockholder ’s agreement

with each of them that became effective at the closing of the IPO and which provide the continuing investors

the right to:

• GICRE: purchase additional shares of our common stock up to an amount equal to 10% of future

issuances of common stock by us in single issuances of at least $1 million, and on a quarterly basis in

respect of other issuances. The purchase price paid by GICRE will be the same price as the price per

share implied by the transaction that resulted in the relevant issuance, and for issuances pursuant to

our equity incentive plans, will be based on prevailing market prices for our common stock, except

that, if iStar purchases shares in a particular issuance net of discounts and commissions, then GICRE

will also be entitled to purchase shares net of discounts and commissions. GICRE will have the right

to designate a non-voting board observer who will be entitled to participate in meetings of our board

of directors, present matters for consideration, speak on matters presented by others, receive notices of

board meetings, receive board minutes and meet with management, subject to certain confidentiality

and other restrictions. In addition, GICRE will have the right to participate as a co-investor in real

estate investments for which we are seeking coinvestment partners. The foregoing rights are

conditioned on GICRE owning at least the lesser of (i) 5.0% of our outstanding common stock and

(ii) common stock with a value of $50 million. Notwithstanding the foregoing, GICRE’s co-

investment right are conditioned on the same ownership requirement only after the third anniversary

of the closing of this offering. We have also agreed to indemnify GICRE for certain taxes related to

the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, that it may be required to pay

in respect of capital gains distributions by us attributable to sales of real properties made before the

earlier of (1) the second anniversary of the closing date of this offering and (2) one year after GICRE

owns less than 10% of our outstanding common stock.

• LA: purchase additional shares of our common stock up to an amount equal to 4.0% of future

issuances of common stock by us in single issuances of at least $1 million, and on a quarterly basis in

respect of other issuances. The purchase price paid by LA will be the same price as the price per

share implied by the transaction that resulted in the relevant issuance, and for issuances pursuant to

our equity incentive plans, will be based on prevailing market prices for our common stock, except

that, if iStar purchases shares in a particular issuance net of fees and commissions, then LA will also

be entitled to purchase shares net of discounts and commissions. LA will also have to right to

designate one director as a nominee for election to our board. The foregoing rights are conditioned on

LA owning the lesser of (i) 4.0% of our outstanding common stock and (ii) common stock with a

value of $15.0 million.

Registration Rights

Upon completion of the IPO, we entered into a registration rights agreement with iStar. Under the

registration rights agreement, we will file, as promptly as practicable on or after the date that is 12 months

after the closing of the IPO, one or more registration statements, which we refer to as the resale shelf

registration statements, with the Securities and Exchange Commission covering the resale of all shares of

common stock issued or to be issued to iStar in the formation transactions, the concurrent iStar placement

and under the management agreement. We have agreed to use our commercially reasonable efforts to cause

each resale shelf registration statement to be declared effective within 120 days of filing, which we refer to

as the shelf effective date. We have also agreed to provide iStar an unlimited number of “demand”

registrations.

We have entered into a registration rights agreement with the continuing investors which required us to,

among other things, file with the Securities and Exchange Commission, as promptly as practicable on or after

the date that is 180 days after the closing of the IPO, a shelf registration statement providing for the resale of

the continuing investor shares of our common stock acquired in the formation transactions and subsequently

to include in the registration statement such additional shares of common stock as the continuing investor

may acquire from time to time in the future. A continuing investor may sell its shares in underwritten

offerings.

We have agreed to indemnify iStar and the continuing investors against specified liabilities, including

certain potential liabilities arising under the Securities Act, or to contribute to the payments iStar or the

continuing investors may be required to make in respect thereof. We have agreed to pay all of the expenses

relating to the registration of such securities, including, without limitation, all registration, listing, filing and

stock exchange or the Financial Industry Regulatory Authority, or FINRA, fees, all fees and expenses of

complying with securities or “blue sky” laws, all printing expenses and all fees and disbursements of counsel

and independent public accountants retained by us, but excluding underwriting discounts and commissions,

any out‑of-pocket expenses of iStar and the continuing investors and any transfer taxes.

Expense Reimbursement

iStar paid the underwriting discounts and commissions payable to the underwriters in connection with

the IPO, our other offering expenses and our expenses incurred in connection with the concurrent iStar

placement, including legal, accounting, consulting, and regulatory filing expenses, up to $25 million. iStar

also paid all fees and expenses associated with the initial portfolio financing. We are not obligated to

reimburse iStar for these amounts.

Great Oaks

In October 2017, we entered into a purchase agreement to acquire land subject to a ground lease on

which a 301 unit, luxury multi-family project knowns as “Great Oaks” is currently being constructed in San

Jose, California. Pursuant to the purchase agreement, we will purchase the ground lease on November 1,

2020 from iStar for $34.0 million. iStar committed to provide $80.5 construction loan to the ground lessee.

The ground lease expires 2116.

Ownership Limit Waiver

Our charter generally prohibits, with certain exceptions, any stockholder from beneficially or

constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the

outstanding shares of our common stock, or all classes and series of our capital stock. We have granted a

waiver to iStar to own up to 39.9%, and to GICRE to own up to 15.0%, of the outstanding shares of our

common stock in the aggregate.

PROPOSALS

PROPOSAL 1:

ELECTION 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.

Recommendation Regarding the Election of Directors

The board recommends that you vote FOR electing the five named nominees as our directors.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

The Audit Committee of the board of directors, with the concurrence of the board, has selected

Deloitte & Touche LLP, an independent registered public accounting firm, to be our auditors for the fiscal

year ending December 31, 2018, subject to ratification by our shareholders. We expect a representative of

Deloitte & Touche LLP to attend the annual meeting to make a statement, if he or she desires, and to

respond to appropriate questions. We do not expect a representative of PwC to attend the meeting.

Recommendation Regarding Ratification of Appointment of Deloitte & Touche LLP

The board recommends that you vote FOR ratification of the appointment of Deloitte & Touche LLP, an

independent registered public accounting firm, to be our auditors for the fiscal year ending December 31,

2018.

OTHER MATTERS

When Are Shareholder Proposals Due for the 2019 Annual Meeting?

In accordance with Rule 14a‑8 under the Securities Exchange Act of 1934, as amended, shareholder

proposals intended to be presented at the annual meeting to be held in 2019 must be sent in writing, by

certified mail, return receipt requested, to us at our principal office, addressed to our Secretary, and must be

received by us no later than December 9, 2018 for inclusion in the 2019 proxy materials. In order for a

shareholder proposal submitted outside of Rule 14a‑8 to be considered at our 2019 annual meeting, the

proposal must contain the information required by our bylaws and be received by us in accordance with our

bylaws. Pursuant to our current bylaws, shareholder proposals made outside of Rule 14a‑8 under the

Exchange Act must be submitted not later than December 9, 2018 and not earlier than November 9, 2018;

provided, however, in the event that the date of the 2019 annual meeting is advanced more than 30 days

prior to or delayed more than 30 days after May 9, 2019, in order for a proposal by a shareholder to be

timely, such proposal must be delivered not earlier than the 150th day prior to the date of the 2019 annual

meeting and not later than 5:00 p.m., Eastern time, on the later of (1) the 120th day prior to the date of the

2019 annual meeting or (2) the tenth day following the date on which public announcement of the date of the

2019 annual meeting of shareholders is first made.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to

satisfy the delivery requirements for proxy statements and annual reports with respect to two or more

shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders.

This process, which is commonly referred to as “householding,” potentially means extra convenience for

stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our shareholders will be “householding”

our proxy materials. A single proxy statement will be delivered to multiple shareholders sharing an address

unless contrary instructions have been received from the impacted shareholders. Once you have received

notice from your broker that they will be “householding” communications to your address, “householding”

will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer

wish to participate in “householding” and would prefer to receive a separate proxy statement and annual

report, please notify us by (1) directing your written request to: Safety, Income & Growth Inc., 1114 Avenue

of the Americas, 39th Floor, New York, New York 10036, Attn: Investor Relations or (2) contacting our

Investor Relations department at (212) 930‑9400. Shareholders who currently receive multiple copies of the

proxy statement at their address and would like to request “householding” of their communications should

Are there any other matters coming before the 2018 Annual Meeting?

Our management does not intend to bring any other matters before the annual meeting and knows of no

other matters that are likely to come before the meeting. In the event any other matters properly come before

the annual meeting or any postponement of the meeting, the persons named in the accompanying proxy will

vote the shares represented by such proxy in accordance with their discretion.

We urge you to authorize a proxy to vote your shares by completing, signing, dating and returning the

accompanying proxy card in the accompanying postage‑paid return envelope at your earliest convenience,

whether or not you presently plan to attend the meeting in person.

Availability of Annual Report on Form 10‑K

Our 2017 Annual Report to Shareholders, including our audited financial statements for the fiscal year

ended December 31, 2017, is being made available to you along with this proxy statement. You may obtain,

without charge, a copy of our 2017 10‑K Report, without exhibits, by writing to us at Safety, Income &

Growth Inc., 1114 Avenue of the Americas, 39th Floor, New York, NY 10036, Attention: Investor Relations,

or by visiting our website at www.safetyincomegrowth.com . The 2017 10‑K Report is not part of the proxy

solicitation materials, however, and 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 SEC.


			By Order of the Board of Directors

			Geoffrey M. Dugan General Counsel, Corporate and Secretary New York, NY April 9, 2018


DATE:			Wednesday, May 9, 2018
TIME:			9:00 a.m. (Eastern time)
LOCATION:			Harvard Club of New York City 35 West 44th Street, 3rd Floor New York, New York 10036


Proposal 1:			Election of Directors: Jay Sugarman, Dean S. Adler, Robin Josephs, Jay S. Nydick and Stefan M. Selig
Proposal 2:			Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2018


	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


			Sincerely,

			Jay Sugarman Chairman and Chief Executive Officer


			By Order of the Board of Directors,

			Geoffrey M. Dugan General Counsel, Corporate and Secretary New York, NY April 9, 2018