Raymond J. Beier
About Raymond J. Beier
Independent director since July 2016 (age 67 as of April 1, 2024), Audit Committee Chair and audit committee financial expert. Former PwC partner (1993–2016) with deep expertise in financial reporting for M&A and corporate finance; served in PwC’s National Office leadership and Transaction Services, and on PwC’s Global Private Equity and Extended Leadership Committees. Education: BS in Accounting (summa cum laude), University of Minnesota–Duluth; MBA, University of Minnesota–Carlson; serves on the University of Minnesota–Duluth Chancellor’s Advisory Board; director to Blackstone Private Equity Strategies Fund L.P. since July 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner, Financial Services; Senior Partner, Transaction Services; National Office leadership (Strategic Policy & Analysis) | 1993–2016 | Served on PwC Global Private Equity Committee and Extended Leadership Committee; extensive experience in financial reporting for M&A and corporate finance |
External Roles
| Organization | Type | Role | Since | Notes |
|---|---|---|---|---|
| Blackstone Private Equity Strategies Fund L.P. | Private fund | Director | Jul 2022 | Affiliation with broader Blackstone (not Blackstone Real Estate); Board continues to deem Beier independent under charter and NYSE standards |
| University of Minnesota–Duluth | Academic | Chancellor’s Advisory Board member | n/a | Advisory role; enhances governance/finance expertise |
Board Governance
- Board/committee service and leadership: Audit Committee member and Chair (Beier, Gilchrist, Lewis, Carras), with Beier as Chair and audit committee financial expert under Item 407(d)(5); Compensation Committee member (with Griffith [Chair] and Lewis); Affiliate Transaction Committee member (with Gilchrist [Chair], Griffith, Lewis, Carras), all “independent” members per NYSE and charter .
- Independence: Board affirmatively determined Beier is “independent” under SEC, NYSE, and company charter standards; charter bars association with Blackstone Real Estate/Adviser within last two years and defines independence thresholds .
- Attendance/engagement: In 2024, Board held 13 meetings; Audit 4; Affiliate 7; Compensation 4; Nominating 2. Each director attended at least 75% of combined Board and committee meetings; eight directors attended the 2024 annual meeting (in person or telephonically). In 2023, Board held 10; Audit 4; Affiliate 6; Compensation 5; Nominating 3; all directors attended the annual meeting; 75% threshold met .
- Executive sessions: Non‑management directors regularly hold executive sessions without management present .
- Risk oversight scope: Audit Committee oversees financial reporting integrity, internal controls, compliance (including sustainability/climate change risk as it relates to financial exposures) and IT security program—aligns with Beier’s finance background .
Fixed Compensation
Directors are paid cash retainers plus restricted stock; no meeting fees; committee chair retainers apply. Program increased in 2025.
| Metric | FY 2018 | FY 2019 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cash Retainer to Beier ($) | $76,875 | $80,000 | $95,000 | $95,000 | $105,000 (incl. $25,000 Audit Chair) |
| Stock Awards to Beier ($) | $100,000 | $100,000 | $145,000 | $145,000 | $200,000 |
| Total to Beier ($) | $176,875 | $180,000 | $240,000 | $240,000 | $305,000 |
| Program structure (non‑employee directors) | $165,000 retainer; $100,000 restricted stock; Audit Chair +$15k; other chairs +$10k | $165,000 retainer; $100,000 restricted stock; Audit Chair +$15k; other chairs +$10k | $225,000 retainer; $80k cash + $145k restricted stock; Audit Chair +$15k; other chairs +$10k | $225,000 retainer; $80k cash + $145k restricted stock; Audit Chair +$15k; other chairs +$10k | $290,000 retainer; $90k cash + $200k restricted stock; Audit Chair +$25k; other chairs +$15k; Chair of Board +$100k cash |
Notes: Directors do not receive meeting fees; directors affiliated with Adviser/Blackstone receive no board compensation .
Performance Compensation
BREIT does not grant options and director equity awards are time‑vested restricted stock—no performance metrics; timing policies state no options timing practices .
| Award Detail | FY 2018 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Award type | Restricted stock | Restricted stock | Restricted stock | Restricted stock | Restricted stock |
| Grant date | Aug 2018; also Jan 1, 2017 grant noted for vesting history | Aug 2021 | Aug 2022 | Aug 2023 | Aug 2024 |
| Number of shares | 9,278.762 (for $100k grant) | 11,241.269 (for $145k grant) | 9,664.025 (for $145k grant) | 9,788.963 (for $145k grant) | 14,269 (for $200k grant) |
| Grant‑date fair value | $100,000 | $145,000 | $145,000 | $145,000 | $200,000 |
| Vesting | One year from grant date | Vests Aug 2022 | Vests Aug 2023 | Vests Aug 2024 | Vests Aug 2025 |
| Performance metrics | None (time‑based only) | ||||
| Options/PSUs | No options; no PSUs |
Other Directorships & Interlocks
- Compensation Committee Interlocks: Committee comprised of Beier, Griffith, Lewis; none were officers/employees; no relationships requiring Item 404 disclosure; no reciprocal interlocks disclosed (2019/2021/2022) .
- No other public company directorships disclosed for Beier in the biographies across proxies; only the Blackstone Private Equity Strategies Fund L.P. (private) and academic advisory role noted .
Expertise & Qualifications
- Audit committee financial expert; qualified under Regulation S‑K Item 407(d)(5) .
- Deep accounting/transaction services background, including mergers, acquisitions, corporate finance and policy analysis; senior roles within PwC .
- Education credentials and ongoing academic advisory board engagement reinforce technical competence .
Equity Ownership
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Shares beneficially owned (Class I) | 4,207 | 14,013 | 24,126 | 35,163 | 48,490 | 60,626 | 73,518 | 91,737 |
| Percent of outstanding | <1% | <1% | <1% | <1% | <1% | <1% | <1% | <1% |
| Shares outstanding | 226,804,071 | 515,415,578 | 1,577,864,531 | 2,125,936,830 | 4,340,938,052 | 4,659,799,760 | 3,971,024,254 | 3,651,641,363 |
| Ownership policy compliance | Directors must own ≥5× annual cash retainer within 5 years; all non‑employee directors in compliance |
Governance Assessment
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Strengths
- Independent director with robust financial reporting and transaction expertise; Audit Chair and designated financial expert; committee oversight includes IT security and sustainability‑related financial risk—supportive for investor confidence .
- Active oversight of related‑party transactions via the Affiliate Transaction Committee composed entirely of independent directors; majority independent Board and committee composition affirmed .
- High engagement: consistent ≥75% attendance across years; full or majority attendance at annual meetings; demonstrates diligence .
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Alignment and pay mix
- Director pay is predominantly equity‑based and time‑vested; 2025 program increased to $290k (cash $90k, equity $200k) with Audit Chair premium—Beier received $305k reflecting chair duties; ownership guideline of 5× cash retainer, with all non‑employee directors in compliance .
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Risks/RED FLAGS
- No formal anti‑hedging policy for officers, employees, and directors; potential misalignment risk if hedging occurs—monitor disclosures and any future policy changes .
- Externally managed structure with extensive adviser/affiliate relationships; although overseen by independent committee, related‑party exposure remains inherent—continue to scrutinize Affiliate Transaction Committee decisions and fee reviews .
- Insider filing timeliness: in 2018, non‑employee directors (including Beier) filed Form 5s to cure missed Form 4 timing on restricted stock grants; minor process weakness but remediated . In 2023, late Form 4s were noted for executives (Kim, Harper), not Beier; continue to monitor Section 16 compliance .
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Board leadership
- Combined CEO/Chair structure; company has no Lead Independent Director, though non‑management executive sessions are held; investors may prefer stronger independent leadership counterweights .
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Overall view
- Beier’s credentials and committee leadership are positives for audit quality and control environment. The principal governance risks relate to external management and lack of anti‑hedging policy; the presence of an independent Affiliate Transaction Committee and strong attendance mitigate some concerns, but continued monitoring of related‑party decisions and policy enhancements is warranted .
Note: BREIT’s executive officers are paid by the Adviser (Blackstone) and not by the Company; thus no say‑on‑pay framework or executive CD&A applies, focusing governance attention on board compensation and affiliate oversight .