Edward Lewis
About Edward Lewis
Edward Lewis (age 84) is an Independent Director of Blackstone Real Estate Income Trust, Inc. (BREIT) and has served on the board since July 2016; he currently chairs the Nominating & Corporate Governance Committee and sits on the Audit, Compensation, and Affiliate Transaction Committees . He co-founded Essence Communications Partners, serving as CEO, publisher, and chairman for 35 years, and was Senior Advisor to Solera Capital from 2000 to February 2017; he holds a BA and MA in Political Science and International Affairs from the University of New Mexico . The board has affirmatively determined he is independent under SEC and NYSE standards and the company’s charter .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Solera Capital (private equity) | Senior Advisor | 2000–Feb 2017 | Advisory role |
| Essence Communications Partners | Co‑Founder; CEO, Publisher, Chairman | 35 years (co‑founded 1969) | Founder/operator leadership |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Great Atlantic & Pacific Tea Company, Inc. (NYSE: GAP) | Director | Prior service (not current) | Public company (historical) |
| Apollo Theater Foundation | Director | Prior service | Non‑profit |
| Boys & Girls Clubs of America | Director | Prior service | Non‑profit |
| Economic Club of New York | Director | Prior service | Non‑profit |
Board Governance
- Independence: Independent director; board determined independence under SEC/NYSE and charter criteria .
- Committee assignments and chairs:
- Nominating & Corporate Governance (Chair)
- Audit (Member)
- Compensation (Member)
- Affiliate Transaction (Member)
- Attendance and engagement:
- 2024 meetings: Board (13), Audit (4), Affiliate Transaction (7), Compensation (4), Nominating & Corporate Governance (2); each director attended at least 75% of combined meetings of the board and relevant committees in 2024 .
- Non‑management directors regularly hold executive sessions without management present .
- Board structure: Separate Chair and CEO; no lead independent director .
- 2025 director election results (Annual Meeting held June 26, 2025):
- Edward Lewis received 1,550,719,802 votes “For,” 82,837,951 “Against,” 57,687,435 “Abstained,” with 193,652,632 broker non‑votes .
- Note: Among nominees, Lewis received the lowest absolute “For” votes based on reported tallies .
- Matters on ballot: Election of nine directors and ratification of Deloitte; no say‑on‑pay on the 2025 ballot .
Committee Responsibilities (selected)
- Audit: Oversee financial reporting, internal controls, IT/cybersecurity program, and auditor oversight (chair: Raymond Beier; Lewis is a member) .
- Affiliate Transaction: Review/approve transactions with Blackstone/adviser/affiliates; all independent directors serve; reviews adviser performance and fees .
- Compensation: Oversees director pay policy; independent members only (chair: Field Griffith; Lewis is a member) .
- Nominating & Corporate Governance: Board composition, evaluations, management continuity planning, oversight of sustainability reporting; chaired by Lewis .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | $97,500 |
| Stock Awards (Grant Date Fair Value) | $145,000 | $200,000 |
| Total | $235,000 | $297,500 |
- Director Pay Framework:
- 2023 policy: $225,000 annual retainer ($80,000 cash + $145,000 restricted stock); Audit Chair +$15,000; other committee chairs +$10,000; no meeting fees .
- 2025 policy (current): $290,000 annual retainer ($90,000 cash + $200,000 restricted stock); Audit Chair +$25,000; other committee chairs +$15,000; Board Chairman +$100,000; no meeting fees .
Performance Compensation
| Element | Details |
|---|---|
| Equity award type | Restricted stock (Class I) to non‑employee directors; time‑based vesting (generally 1 year) |
| Latest grant (all independent directors) | 14,269 shares in August 2024 (equates to $200,000 at then‑current Class I NAV); vests August 2025 |
| Stock options/PSUs | Company does not grant stock options; no performance‑conditioned director equity disclosed |
| Performance metrics | None disclosed for director compensation (director equity is time‑vested RS) |
| Clawback/tax gross‑ups | Not disclosed for directors in proxy; no director‑specific clawback language noted |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Edward Lewis; prior public board service at Great Atlantic & Pacific Tea Co. (historical) .
- Compensation Committee interlocks: In 2024, Compensation Committee members (Beier, Griffith, Lewis) were not officers or employees, and had no relationships requiring disclosure under Item 404 of Regulation S‑K .
- Affiliate transactions oversight: As a member of the Affiliate Transaction Committee, Lewis participates in approving related‑party transactions; the committee reported transactions reviewed as fair and reasonable to stockholders (2024 report) .
Expertise & Qualifications
- Founder/operator experience: Co‑Founder and long‑tenured leader of Essence Communications Partners .
- Governance leadership: Chair of Nominating & Corporate Governance Committee with remit over board composition, evaluations, succession, and sustainability reporting oversight .
- Education: BA and MA in Political Science & International Affairs, University of New Mexico .
- Broader board/nonprofit exposure: Prior service on boards of A&P, Apollo Theater Foundation, Boys and Girls Clubs of America, Economic Club of New York .
Equity Ownership
| Metric | As of April 3, 2023 | As of March 28, 2025 |
|---|---|---|
| Beneficially owned shares (Class I) | 60,626 | 89,632 |
| Percent of shares outstanding | <1% | <1% |
| Unvested director RS (Aug 2024 grant) | — | 14,269 shares; vests Aug 2025 |
| Ownership guideline | 5x annual cash retainer within 5 years; all non‑employee directors in compliance | |
| Hedging/pledging | Company states it does not have a hedging policy at this time (no director‑specific pledging disclosure) |
Governance Assessment
- Strengths: Long board tenure (since 2016) and independent status; extensive governance remit as Nominating & Corporate Governance Chair; service across all key independent committees (Audit, Compensation, Affiliate Transactions); attendance threshold met in 2024; director pay includes meaningful equity with stock ownership guideline compliance .
- Shareholder support signal: Re‑elected in 2025; absolute “For” votes were lowest among nominees (1.551B For), which investors may monitor in context of governance leadership and board refresh dynamics .
- Conflicts management: Active role on Affiliate Transaction Committee overseeing substantial related‑party dealings with Blackstone/adviser; committee reported transactions as fair and reasonable (ongoing need for rigorous oversight given BREIT’s external management model) .
- Risk indicators:
- No company‑wide hedging policy disclosed for officers/directors, which some investors view as a governance gap versus best practice .
- Advanced age (84) underscores importance of succession planning, which falls under his committee’s remit .
- Compensation design: Director compensation is a cash + time‑vested equity mix; no performance‑based director pay and no options; consultant (Ferguson Partners) engaged to benchmark program ($30,000 fee) .
Appendix: 2025 Election Results (Edward Lewis)
| Votes For | Votes Against | Abstained | Broker Non‑Votes |
|---|---|---|---|
| 1,550,719,802 | 82,837,951 | 57,687,435 | 193,652,632 |