A.J. Agarwal
About A.J. Agarwal
A.J. Agarwal is Co-President and a Director of BSTT, re-appointed on March 6, 2025 after previously serving as President and Director from December 2015 to August 2023; he is 58 and a Senior Managing Director in Blackstone Real Estate focusing on the Global Core+ business . He joined Blackstone in 1992, co-led U.S. Acquisitions, and oversaw more than $50 billion of real estate investment transactions; he sits on Blackstone’s Real Estate Investment Committee and is a member of the Council on Foreign Relations . Education: AB, Princeton (magna cum laude, Phi Beta Kappa) and MBA, Stanford GSB . Company performance context: total revenues declined to $8.53B in 2024 from $8.93B in 2023, while Same Property NOI attributable to stockholders increased 4% year over year to $4.84B in 2024; the company reported a net loss of $0.98B in both 2024 and 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BSTT | President and Director | 2015–Aug 2023 | Led REIT through growth; stepped down Aug 14, 2023 |
| BSTT | Co-President and Director | Mar 2025–Present | Returned from Stanford sabbatical; re-appointed to drive stakeholder engagement |
| Blackstone Real Estate | Co-Head, U.S. Acquisitions; Senior Managing Director, Global Core+ | 1992–Present | Oversaw >$50B of transactions; member of Real Estate Investment Committee |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Council on Foreign Relations | Member | n/a | Professional affiliation |
Fixed Compensation
- Executive pay source: BSTT discloses executives receive no compensation from the company; executives are compensated by Blackstone. No employment agreements, no pension/perquisites from BSTT, and no payments upon termination or change in control are provided by BSTT .
- Director fees for affiliated directors: Directors affiliated with Blackstone (like Agarwal) do not receive additional compensation for Board service .
Performance Compensation
- Company-level incentive structure with sponsor (key alignment lever):
- Management fee to Adviser: 1.25% of monthly NAV for applicable share classes; $713.6M incurred in 2024 (partly paid in OP units) .
- Performance participation: Special Limited Partner (Blackstone affiliate) receives 12.5% of Total Return, subject to a 5% Hurdle Amount and a High Water Mark, with catch-up; accrued monthly and allocated quarterly/year-end per plan mechanics .
- Executive-specific: BSTT does not pay executive incentive compensation; any variable pay for Agarwal is through Blackstone, not disclosed by BSTT .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares outstanding (end of period) | 4,659,799,760 | 3,971,024,254 | 3,651,641,363 |
| A.J. Agarwal beneficial ownership (shares) | 956,199 | n/a (not on board as of Aug 14, 2023) | 779,240 |
| A.J. Agarwal ownership (% of outstanding) | <1% | n/a | <1% |
| Share class | Class I | n/a | Class I |
Citations: 2023 shares and ownership ; 2024 shares outstanding and note of Agarwal’s August 14, 2023 board step-down ; 2025 shares outstanding and Agarwal’s beneficial holdings and percent .
- Hedging/Pledging: The company states it does not have a hedging policy for officers and directors; no pledging policy disclosure identified in cited sections .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment agreement | None with executive officers (BSTT does not have employment agreements with its executive officers) |
| Severance / Change-of-control | BSTT discloses it does not have arrangements to make payments to executive officers upon termination or in a change in control |
| Compensation source | Paid by Blackstone; BSTT does not reimburse the Adviser for executive compensation |
| Non-compete / Non-solicit / Garden leave | Not disclosed in the cited filings |
| Clawback / Tax gross-up | Not disclosed in the cited filings |
Board Service & Governance
- Board service history and role: Agarwal served as BSTT President/Director from December 2015 to August 2023; he was re-appointed as Co‑President and Director on March 6, 2025 after a sabbatical; age 58; Committees: None .
- Independence: As a Senior Managing Director at Blackstone, Agarwal is a non‑independent director; independent directors are identified as Beier, Carras, Gilchrist, Griffith, and Lewis per Board determination .
- Dual-role implications: Agarwal holds management and director roles but is not Chair/CEO; the Chair is Frank Cohen and CEO is Wesley LePatner, mitigating CEO+Chair concentration; nonetheless, affiliation with the external Adviser impacts independence .
- 2025 director election results: Agarwal received approximately 1,565,561,645 votes “For,” 70,871,118 “Against,” and 54,812,425 “Abstained”; broker non-votes totaled 193,652,632 .
Director Compensation (Non‑Employee Directors)
| Component | 2024 Program | 2025 Program |
|---|---|---|
| Annual retainer (cash) | $80,000 | $90,000 |
| Annual equity (restricted stock) | $145,000 (vests ~1 year) | $200,000 (vests ~1 year) |
| Audit Chair additional retainer | $15,000 | $25,000 |
| Other committee Chair retainer | $10,000 | $15,000 |
| Chair of Board additional cash retainer | — | $100,000 |
| 2024 grant size / vest | 9,788.963 shares; vests Aug 2024 | 14,269 shares; vests Aug 2025 |
Citations: 2024 non‑employee director pay and grant details ; 2025 non‑employee director pay and grant details .
- Stock ownership guidelines (non‑employee directors): 5× annual cash retainer within 5 years; all non‑employee directors in compliance .
- Affiliated directors (e.g., Agarwal) receive no additional compensation for Board service .
Performance & Track Record (Company context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Revenues ($000s) | 7,646,378 | 8,934,405 | 8,531,034 |
| Net Loss ($000s) | (1,080,308) | (979,961) | (979,782) |
Citations: Consolidated statements of operations .
| Same Property NOI attributable to BREIT stockholders | FY 2023 | FY 2024 |
|---|---|---|
| Amount ($000s) | 4,646,462 | 4,836,852 |
Citations: Same Property NOI reconciliation .
Related Party Transactions and Adviser Economics
- Adviser relationship: BSTT is externally managed by BX REIT Advisors L.L.C. (Blackstone affiliate); all officers and directors, other than independent directors, are employees of Blackstone .
- Management fee: 1.25% of NAV for applicable share/unit classes; $713.6M incurred in 2024, with OP units issued to the Adviser as payment; $56.4M payable at year-end 2024 .
- Performance participation: 12.5% of Total Return above a 5% IRR hurdle with high‑water mark and catch‑up, accrued monthly and allocated quarterly/year‑end; not charged on Class F .
- Independent director oversight: Independent directors annually evaluate adviser fees and services per charter factors .
Compensation Committee and Benchmarking
- Compensation Committee remit includes overseeing executive/director compensation programs (where applicable) and contracts; Ferguson Partners engaged to review non‑employee director compensation competitiveness .
- Current committee leadership: Compensation Committee is chaired by independent director Field Griffith .
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting: Stockholders voted on director elections and auditor ratification; no advisory say‑on‑pay proposal was included in the agenda disclosed in the meeting 8‑K .
Investment Implications
- Pay-for-performance linkage at BSTT runs primarily through the external management structure: executives (including Agarwal) are paid by Blackstone, while investor-facing incentives include a management fee based on NAV and a 12.5% performance participation over a 5% hurdle with a high-water mark; this structure emphasizes fund-level Total Return rather than company-paid executive bonuses .
- Retention risk for Agarwal is tied to Blackstone rather than BSTT: BSTT provides no executive employment agreements or severance/change‑in‑control benefits, and affiliated directors receive no director fees; continuity depends on Blackstone’s internal incentives and assignments .
- Alignment and governance watchpoints: Agarwal is a non‑independent director and executive, with no company hedging policy in place for insiders; related‑party economics (fees and performance participation) are substantial and overseen by independent directors and committees per governance policies .
- Ownership: Agarwal’s beneficial holdings were 779,240 shares (<1%) as of March 28, 2025, down from 956,199 shares in 2023; all Class I shares; company-wide share count decreased over that period, reflecting capital flows and repurchases disclosed elsewhere in filings .