Nina A. Tran
About Nina A. Tran
Independent director of American Assets Trust (AAT) since June 2021, age 56. Tran is designated an Audit Committee financial expert, with a background spanning CFO and chief accounting roles at Pacaso, Veritas Investments, Starwood Waypoint Residential Trust, and Prologis, plus earlier experience at PwC. She holds a B.S. in Accounting (Cal State East Bay), completed Stanford’s Executive Program for Women Leaders, is a former California CPA, and holds NACD CERT in Cybersecurity Risk Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacaso | Chief Financial Officer | Mar 2021–Dec 2022 | Real estate tech; finance leadership |
| Veritas Investments, Inc. | Chief Financial Officer | 2016–2021 | Multifamily/mixed-use REIT manager; finance leadership |
| Starwood Waypoint Residential Trust | Chief Financial Officer | 2013–2016 | Public SFR REIT; CFO |
| Prologis, Inc. (formerly AMB) | SVP & Chief Accounting Officer; Chief Global Process Officer | ~1995–2013 (18 years total at Prologis) | Led merger integration; accounting and process leadership |
| PricewaterhouseCoopers | Senior Associate | Prior to Prologis | Audit/assurance experience |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| CoreCivic, Inc. | Director, Audit Committee member | Public | Governance-sensitive sector (corrections) |
| Compass Datacenters | Director, Audit Committee Chair | Private | Audit leadership |
| Catalyst Impact Fund | Director, Audit Committee Chair | Private | Audit leadership |
| Apartment Income REIT (AIR) | Former Director, Audit Committee Chair | Public (taken private) | Prior public REIT board experience |
| Roofstock, Inc. | Advisor | Private | Proptech advisory role |
Board Governance
- Independence and tenure: Independent director since June 2021; nominated as independent under NYSE standards .
- Committees: Audit Committee member and Governance Committee member; Audit chaired by Thomas Olinger; Governance chaired by Joy Schaefer; Compensation chaired by Dr. Robert Sullivan .
- Audit expertise: Tran is one of three directors designated as an “audit committee financial expert” .
- Attendance: 100% attendance at Board and committee meetings by each incumbent director in 2024; Board held five scheduled meetings . Audit met 5x; Compensation 4x; Governance 1x in 2024 .
- Executive sessions: Independent directors meet in executive session at each regular meeting; presiding independent director rotates quarterly .
- Say-on-Pay and director election (2025 AGM): Say-on-Pay passed 54,059,827 For vs. 1,408,856 Against; Tran re-elected with 45,916,593 For vs. 9,582,642 Withheld (1,470,778 broker non-votes) .
Fixed Compensation
| Year | Cash Fees (Retainer + Meeting) | Equity (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $53,500 | $50,008 | $103,508 |
| 2023 | $52,000 | $50,007 | $102,007 |
| Non-Employee Director Compensation Program | 2024 | 2025 Update |
|---|---|---|
| Annual base retainer | $40,000 cash | $60,000 cash (increased) |
| Committee chair retainers | Audit $15k; Comp $10k; Governance $10k | Same: Audit $15k; Comp $10k; Governance $10k |
| Meeting fees | $1,500 per Board meeting; $1,000 per committee meeting | Same |
| Equity grant (annual) | $50,000 in RS (time-based) | $90,000 in RS (time-based) (increased) |
| Vesting | Earlier of 1-year anniversary or next AGM; change in control vests in full | Same |
| Ownership guideline | 5x annual base retainer within 5 years; all directors in compliance | 5x retainer; all directors in compliance |
Notes:
- Directors may elect to receive cash amounts in fully vested shares .
- Anti-hedging policy prohibits hedging by directors; pledging subject to strict pre-approval and limits; no outstanding pledges as of proxy filing .
Performance Compensation
- Structure: Director equity consists of time-based restricted stock; there are no performance metrics for non-employee director awards. Vesting occurs upon the earlier of one year from grant or the next annual meeting (subject to continued service); full vest on change in control .
| Performance Metric | Applies to Non-Employee Director Equity? | Source |
|---|---|---|
| TSR, EPS, EBITDA, ESG scorecards | No (time-based RS only) |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk to AAT | Commentary |
|---|---|---|
| CoreCivic, Inc. (public) | Reputational sensitivity; no disclosed related-party ties to AAT | Potential investor perception risk due to sector; no AAT transactions disclosed |
| Compass Datacenters; Catalyst Impact Fund (private) | None disclosed | Audit leadership experience; no AAT transactions disclosed |
| Apartment Income REIT (prior) | None | Prior public REIT board experience; no current tie to AAT |
No related-party transactions involving Ms. Tran are disclosed in AAT’s related-party transactions section; disclosed items primarily involve entities affiliated with Executive Chairman Ernest Rady (leases, aircraft services, registration rights) .
Expertise & Qualifications
- Audit Committee financial expert; financially literate under SEC/NYSE standards .
- Deep REIT CFO/accounting/process background (Prologis, Starwood Waypoint, Veritas, Pacaso) .
- Cybersecurity oversight credential (NACD CERT) .
- Education: B.S. Accounting (CSU East Bay); Stanford Executive Program for Women Leaders; former CPA (CA) .
Equity Ownership
| As-of Date | Direct Common (incl. unvested RS) | Indirect Common | Total Beneficial | Notes |
|---|---|---|---|---|
| Mar 31, 2025 (Proxy) | 2,295 restricted + 0 other direct = 2,295 | 5,401 (Tran Family Trust) | 7,696 (<1%) | “Less than 1%” of shares outstanding; 61,134,730 shares outstanding used for % calc |
| Jun 2, 2025 (Form 4) | +4,453 RS acquired; direct now 6,748 | 5,401 (unchanged) | 12,149 (implied sum of direct + indirect) | Annual director grant issuance on AGM date; price per program is closing price on grant date |
- Ownership guidelines: 5x annual base retainer within 5 years; as of the proxy, all non-employee directors are in compliance .
- Hedging and pledging: Hedging prohibited; pledging requires Audit Committee pre-approval and is capped; no outstanding pledges by any director/officer as of proxy filing .
Insider Trades (selected)
| Date | Form | Transaction | Shares | Resulting Holdings |
|---|---|---|---|---|
| Jun 2, 2025 | Form 4 | Award of restricted common stock (director annual grant) | +4,453 | Direct 6,748; Indirect 5,401 (Tran Family Trust) |
| Jun 8, 2021 | Form 4 | Initial restricted stock grant upon joining Board | +1,296 | Direct 1,296 |
Governance Assessment
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Strengths supporting investor confidence:
- Independent director with strong REIT CFO/accounting pedigree; designated Audit Committee financial expert .
- 100% attendance; active committee engagement; robust audit oversight (5 meetings in 2024) .
- Clear anti-hedging policy; enhanced pledging controls; no outstanding pledges; director stock ownership guidelines (5x retainer) with compliance affirmed .
- Shareholder support signals: strong Say-on-Pay approval margin in 2025; Tran re-elected with significant “For” votes .
-
Watch items / potential yellow flags:
- External board at CoreCivic (corrections) may pose reputational sensitivity for some investors despite no AAT business ties disclosed .
- Director pay increases effective 2025 (retainer $40k→$60k; equity $50k→$90k) broaden cash/equity mix; rationale not detailed beyond market alignment—monitor alignment with workload and performance .
-
Related-party and conflicts:
- No related-party transactions involving Ms. Tran disclosed; related-party activity in 2024 centers on entities affiliated with Executive Chairman Ernest Rady (aircraft services ~$0.2m; leases ~$0.4m combined), subject to Audit Committee oversight and related-party policy .
-
Board effectiveness and independence:
- Board is 80% independent; committees fully independent; rotating presiding independent director for executive sessions; annual Board/committee self-assessments .