Douglas Pasquale
About Douglas M. Pasquale
Douglas M. Pasquale, age 70, has served on ALEX’s board since 2012 and as Lead Independent Director since 2018. He is Founder & CEO of Capstone Enterprises Corporation and is designated by the Board as an Audit Committee Financial Expert; the Board has determined he is independent under NYSE rules. His REIT leadership background includes CEO/Chair roles at Nationwide Health Properties and advisory roles at Ventas and HCP, bringing deep financial and governance expertise to ALEX.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Health Properties (NHP) | Chairman, President & CEO; EVP & COO earlier | EVP/COO: Nov 2003–Apr 2004; President & CEO: Apr 2004–Jul 2011; Chairman/President & CEO: May 2009–Jul 2011 | Led NHP through to acquisition by Ventas; provided REIT operating, finance, and governance leadership |
| Ventas, Inc. | Senior Advisor to CEO; Director | Advisor: Jul–Dec 2011; Director: Jul 2011–May 2017 | Board-level oversight in healthcare REIT; transition advisory post-NHP acquisition |
| HCP, Inc. | Senior Advisor | Jun 2017–Dec 2019 | Strategic advisory to healthcare REIT |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Sunstone Hotel Investors (SHO) | Director; Interim CEO; Executive Chairman | Director since Nov 2011; Interim CEO Sep 2021–Mar 2022; Executive Chairman Mar–Sep 2022 | Hospitality REIT leadership during transition periods |
| Terreno Realty (TRNO) | Director | Since Feb 2010 | Industrial REIT board experience |
| Dine Brands Global (DIN) | Director | Since Mar 2013 | Restaurant brand board experience |
| Capstone Enterprises | Founder & CEO | Since Jan 2012 | Investment and consulting firm leadership |
Board Governance
- Positions: Lead Independent Director; Audit Committee Chair; Nominating & Corporate Governance Committee member. Audit members are all independent; Pasquale, Yeaman, and Laing are designated Audit Committee Financial Experts. Audit met 4 times in 2024.
- Independence and attendance: Board determined Pasquale is independent. In 2024, all directors attended at least 75% of Board/committee meetings; five of six nominees attended 100%. The Board held seven meetings, with executive sessions at all regularly scheduled meetings.
- Leadership structure: Independent, non-executive Chair (Yeaman), CEO (Parker), and Lead Independent Director (Pasquale) provide complementary oversight; Lead duties include agenda consultation, facilitating self-evaluations, presiding over sessions where Chair is conflicted, and executive sessions as needed.
- Shareholder-friendly features: Annual elections, majority voting, ability for shareholders to amend bylaws (majority), call special meetings (10%), no poison pill, director ownership guidelines, mandatory retirement age 75, average tenure <7 years.
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $119,000 | Includes Lead Independent Director compensation |
| Committee cash framework (policy) | Audit member $12,500; Audit chair +$14,000; Nominating member $7,500; Board cash retainer $60,000; Lead director retainer $85,000 | Schedule revised Jan 2024; “in addition to” member retainer for chairs; per-meeting fee $750 above thresholds (Board 7; Audit 6; Comp 5; Nominating 4) |
Performance Compensation
| Equity Element | 2024 | Vesting/Terms |
|---|---|---|
| RSU Award (grant-date fair value) | $110,009 | Annual RSU grant for non-employee directors; vests on earlier of one-year anniversary or immediately prior to next annual meeting; accelerated vesting on death/disability/retirement during vesting period |
| Options | None | No director stock options outstanding; none granted since 2007 |
Performance Metrics (Directors): None. Director equity is time-based RSUs; no performance-conditioned metrics are applied to director compensation.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Considerations |
|---|---|---|
| Sunstone Hotel Investors (SHO) | Hospitality REIT | Governance expertise; hospitality exposure not directly overlapping with ALEX’s Hawaii-focused retail/industrial portfolio |
| Terreno Realty (TRNO) | Industrial REIT | Industry knowledge; industrial overlap is strategic but no related-party transactions reported |
| Dine Brands Global (DIN) | Restaurants | Tenant overlap could theoretically exist via franchisees in ALEX retail centers; no related-party transactions disclosed |
- Board seat limit: ALEX guidelines cap directors at four public boards (including ALEX). Committee review affirms compliance for 2025 nominees; Pasquale’s board count aligns with the cap.
Expertise & Qualifications
- Skills matrix: Extensive experience in Commercial REITs, Executive Leadership, Finance/Accounting, and other public company boards; moderate exposure to technology/cybersecurity, environmental topics, and Hawaii community knowledge; strong risk management experience.
- Audit Committee Financial Expert designation: Yes (Pasquale).
Equity Ownership
| Ownership Measure | As of | Amount | % of Class |
|---|---|---|---|
| Beneficial Ownership (common shares) | Feb 13, 2025 | 101,048 | 0.1% |
| RSUs held (unvested, directors) | Dec 31, 2024 | 6,749 | — |
- Director ownership guidelines: $300,000 for directors; $500,000 for Chairman; five-year compliance window; all current directors met or are on track. Hedging/monetization transactions in A&B stock are prohibited for directors.
Governance Assessment
- Strengths: Lead Independent Director role, Audit Chair, and Audit Financial Expert signal strong oversight of financial reporting, risk, and controls; independent Board leadership and high attendance rates enhance investor confidence; robust shareholder rights and no poison pill; director stock ownership guidelines and time-based RSU grants align director interests; no related-party transactions reported since start of FY2024.
- Incentive signals: Executive pay program received >96% Say-on-Pay support in 2024, reflecting shareholder confidence in compensation governance; while director equity is time-based (not performance-based), ownership guidelines and annual grants promote alignment without excessive risk-taking.
- Workload/Interlocks: Pasquale sits on the maximum number of public boards allowed by ALEX policy (four including ALEX); the Nominating Committee reviews commitment levels annually and affirmed compliance—mitigates overboarding risk.
- RED FLAGS: None disclosed regarding related-party transactions, option repricing, tax gross-ups, or pledging; mandatory retirement at 75 implies Board refresh over medium term. Maintain monitoring for potential tenant relationships with external boards (e.g., DIN franchisees) even though none are disclosed as related-party transactions.