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BrightSpire Capital (BRSP) extends CEO Mazzei term to 2030 with lower incentives

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(Moderate)
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8-K

Rhea-AI Filing Summary

BrightSpire Capital, Inc. extended Chief Executive Officer Michael Mazzei’s employment term to March 31, 2030 through a First Amendment to his existing agreement. His current package includes an annual base salary of $800,000, an Annual Cash Bonus opportunity of no less than $1,750,000, and an Annual LTIP Award of no less than $3,000,000.

For calendar years 2027 to 2029, Mr. Mazzei agreed to lower his bonus and equity targets. The Annual Cash Bonus opportunity will be no less than $1,575,000 for 2027, $1,450,000 for 2028, and $1,375,000 for 2029. The Annual LTIP Award target will be no less than $2,700,000 for 2027, $2,475,000 for 2028, and $2,375,000 for 2029.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Base salary $800,000 per year CEO Michael Mazzei annual base salary under employment agreement
Annual Cash Bonus target (original) $1,750,000 Minimum annual target cash bonus before 2027-2029 reductions
Annual LTIP Award target (original) $3,000,000 Minimum annual long-term equity incentive target before 2027-2029 changes
Annual Cash Bonus 2027-2029 $1,575,000 / $1,450,000 / $1,375,000 Minimum bonus targets for 2027, 2028, and 2029 respectively
Annual LTIP Award 2027-2029 $2,700,000 / $2,475,000 / $2,375,000 Minimum LTIP targets for 2027, 2028, and 2029 respectively
Employment term end March 31, 2030 Extended expiration date of CEO employment term under First Amendment
Annual Cash Bonus financial
"an annual target cash bonus opportunity (“Annual Cash Bonus”) of no less than $1,750,000"
Annual LTIP Award financial
"an annual target long-term equity incentive opportunity (“Annual LTIP Award”) of no less than $3,000,000"
First Amendment regulatory
"entered into a First Amendment (the “First Amendment”) to the Second Amended and Restated Employment Agreement"
Second Amended and Restated Employment Agreement regulatory
"the Company entered into a second amended and restated employment agreement with Michael Mazzei"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 19, 2026
 
BrightSpire Capital, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland001-3837738-4046290
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
 
590 Madison Avenue, 33rd Floor
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (212) 547-2631

Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐             Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.01 per shareBRSPNew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02.            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
 
Mazzei Employment Agreement

On February 16, 2024, the Company entered into a second amended and restated employment agreement with Michael Mazzei, Chief Executive Officer (the “Second Amended and Restated Employment Agreement”), pursuant to which Mr. Mazzei’s term of employment expires on March 31, 2027. Thereunder, Mr. Mazzei receives an annual base salary of $800,000, an annual target cash bonus opportunity (“Annual Cash Bonus”) of no less than $1,750,000, and an annual target long-term equity incentive opportunity (“Annual LTIP Award”) of no less than $3,000,000.

On May 19, 2026, the Company and Mr. Mazzei entered into a First Amendment (the “First Amendment”) to the Second Amended and Restated Employment Agreement, to extend the term of employment to March 31, 2030. In addition, Mr. Mazzei agreed to (A) reduce his Annual Cash Bonus opportunity for calendar years 2027 to 2029 to no less than: 2027 - $1,575,000; 2028 - $1,450,000; and 2029 - $1,375,000, and (B) reduce his target Annual LTIP Award for calendar years 2027 to 2029 to no less than: 2027 - $2,700,000; 2028 - $2,475,000; and 2029 - $2,375,000.

The foregoing description of certain terms of the Second Amended Employment Agreement and First Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of (i) the Second Amended Employment Agreement, which is filed as Exhibit 10.58 to the Company's Annual Report on Form 10-K on February 21, 2024, and (ii) the First Amendment, a copy of which is attached hereto as Exhibit 10.1.

 
Item 9.01.            Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
Exhibit No.
 
Description
10.1
 
First Amendment to the Second Amended Employment Agreement by and between Michael Mazzei and BrightSpire Capital US, LLC, dated as of May 19, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 20, 2026BRIGHTSPIRE CAPITAL, INC.
By:
/s/ David A. Palamé
David A. Palamé
General Counsel and Secretary





Source: View Original Filing on SEC EDGAR

FAQ

What did BrightSpire Capital (BRSP) change in Michael Mazzei’s employment term?

BrightSpire Capital extended CEO Michael Mazzei’s employment term to March 31, 2030. This was done through a First Amendment to his second amended and restated employment agreement dated May 19, 2026, ensuring continued leadership stability for several additional years.

What is Michael Mazzei’s base salary under the BrightSpire Capital agreement?

Michael Mazzei receives an annual base salary of $800,000 under his employment agreement. This salary level is set in the second amended and restated employment agreement that governs his role as Chief Executive Officer of BrightSpire Capital, Inc.

How is the Annual Cash Bonus for BrightSpire (BRSP) CEO structured for 2027-2029?

For 2027-2029, Mazzei’s Annual Cash Bonus opportunity is reduced but set with minimums. It is no less than $1,575,000 for 2027, $1,450,000 for 2028, and $1,375,000 for 2029 under the First Amendment to his employment agreement.

How will Michael Mazzei’s Annual LTIP Award at BrightSpire change from 2027 to 2029?

Mazzei’s target Annual LTIP Award is reduced but remains sizable from 2027 to 2029. It will be no less than $2,700,000 in 2027, $2,475,000 in 2028, and $2,375,000 in 2029 as outlined in the First Amendment.

What were the original bonus and LTIP targets in BrightSpire (BRSP) CEO Mazzei’s agreement?

Under the second amended and restated employment agreement, Mazzei’s Annual Cash Bonus opportunity was no less than $1,750,000 and his Annual LTIP Award target was no less than $3,000,000, forming the baseline before the 2027-2029 reductions.

Where can investors find the full text of BrightSpire’s CEO employment agreements?

The second amended and restated employment agreement is filed as Exhibit 10.58 to BrightSpire’s Form 10-K dated February 21, 2024. The First Amendment extending the term to 2030 is attached as Exhibit 10.1 to this Form 8-K.

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