Dr. Robert S. Sullivan
About Dr. Robert S. Sullivan
Independent director of American Assets Trust, Inc. since the IPO (January 2011), Dr. Sullivan is age 81 and serves as Chairperson of the Compensation Committee and a member of the Nominating & Corporate Governance Committee. He is the founding dean (ret.) of the Rady School of Management, UC San Diego (2003–2020), and previously served as dean of UNC Kenan‑Flagler (1997–2002). He holds a PhD from Penn State, an MBA from Cornell, and a BA in mathematics from Boston College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UC San Diego – Rady School of Management | Founding Dean | 2003–2020 | Founding dean; leadership and governance experience |
| UNC – Kenan‑Flagler Business School | Dean | 1997–2002 | Academic leadership |
| University of Texas; Carnegie Mellon University | Senior positions | 1976–1997 | Senior academic/administrative roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cubic Corporation (public) | Director | 2004–2017 | Prior public board experience |
| Stewart & Stevenson Services, Inc. (public) | Director | 1991–2006 | Prior public board experience |
Board Governance
- Independence: Determined independent under NYSE listing standards; currently nominated as independent director .
- Committees and chair roles (2024): Compensation (Chair); Nominating & Corporate Governance (Member). Audit is fully independent but he is not a member .
- Attendance and engagement: Board held 5 scheduled meetings in 2024; each incumbent director attended 100% of Board and committee meetings on which he/she served. Dr. Sullivan attended the 2024 Annual Meeting of Stockholders .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; the presiding independent director role rotates quarterly among independent directors .
| 2024 Board/Committee Structure | Audit | Compensation | Governance |
|---|---|---|---|
| Dr. Robert S. Sullivan | — | Chairperson | Member |
| Committee meetings (2024) | — | 4 meetings | 1 meeting |
Fixed Compensation
| Year/Program Element | Amount/Terms | Notes |
|---|---|---|
| Cash earned in 2024 | $62,500 | Retainer and meeting fees earned in 2024 |
| Non‑employee director base retainer (2024) | $40,000 | Pre‑2025 program baseline |
| Committee chair retainer – Compensation (2024 program) | $10,000 | Chair premium |
| Meeting fees (2024/2025 program) | $1,500 per Board mtg; $1,000 per committee mtg | Payable for in‑person or telephonic attendance |
| Non‑employee director base retainer (effective 1/1/2025) | $60,000 | Increased from $40,000 |
| Chair retainers (effective 1/1/2025) | Audit $15,000; Comp $10,000; Gov $10,000 | Chair premiums maintained |
Performance Compensation
| Equity Element | Value/Shares | Vesting/Terms |
|---|---|---|
| 2024 restricted stock award | $50,008 | Grant‑date fair value per ASC 718 |
| Unvested restricted stock held (12/31/2024) | 2,295 shares | For each non‑employee director |
| Annual director equity (effective 2025 annual meeting) | $90,000 | Increased from $50,000; vests on earlier of 1‑year anniversary or next annual meeting; vests in full upon change in control |
Director equity awards are time‑based, not performance‑based. The Compensation Committee administers the Company’s compensation recovery (clawback) policy and overall executive/director compensation programs . The Company prohibits directors and executives from hedging Company securities .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Sullivan in the proxy |
| Prior public company boards | Cubic Corporation (2004–2017); Stewart & Stevenson Services, Inc. (1991–2006) |
| Compensation Committee interlocks | None since January 2024; committee comprised solely of independent, non‑employee directors |
Expertise & Qualifications
- Board’s disclosed skills matrix attributes to Dr. Sullivan: executive leadership; public company board experience; real estate experience; financial expertise; business operations; strategic planning; risk management; capital markets/investments; ESG experience; advanced degree/professional accreditation; human capital management; academia/education .
Equity Ownership
| Holder | Common Shares | Unvested RS | Total Beneficial Ownership | Ownership % of Shares Outstanding |
|---|---|---|---|---|
| Dr. Robert S. Sullivan | 19,759 | 2,295 | 22,054 | <1% (asterisked in proxy) |
| Sources | (note 11) |
- Director stock ownership guidelines: 5x annual base retainer; must be met within five years; all non‑employee directors are in compliance .
Insider Trades
| Period | Disclosure in 2025 DEF 14A | Notes |
|---|---|---|
| 2024–YTD | The proxy does not list Form 4 transactions; it focuses on governance, compensation, and ownership tables | For up‑to‑date Form 4s, review EDGAR filings; not included in the proxy’s covered items |
Governance Assessment
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Positives
- Independent director with 100% attendance and active chair role on the Compensation Committee, which met four times in 2024 .
- Strong academic and leadership credentials and prior public board service; skills matrix indicates broad governance‑relevant expertise (strategy, finance, risk, HCM) .
- Compliance with robust stock ownership guideline (5x retainer) and Company policies prohibiting hedging; Company maintains a compensation recovery policy overseen by the Compensation Committee .
-
Watch items / potential red flags
- Long tenure (since 2011) can raise independence perceptions for some investors, though the Board affirms his NYSE independence and there are no compensation committee interlocks since Jan 2024 .
- Director pay increases (2025: cash retainer to $60,000; equity to $90,000) warrant monitoring versus performance and peer alignment, though structure remains balanced cash/equity with meeting and chair fees .
- No related‑party transactions involving Dr. Sullivan are described; related‑party exposure in the proxy centers on partnership arrangements primarily tied to the Executive Chairman and affiliates, not Dr. Sullivan .
-
Overall implication: Dr. Sullivan’s independence, attendance, and leadership of the Compensation Committee support board effectiveness. His academic/business governance background aligns with AAT’s needs; continued monitoring of tenure‑related independence perceptions and 2025 director pay uplifts is advisable .