Richard I. Gilchrist
About Richard I. Gilchrist
Richard I. Gilchrist (age 79) has served as an independent director of Blackstone Real Estate Income Trust, Inc. (BREIT) since July 2016 and currently chairs the Affiliate Transaction Committee while also serving on the Audit and Nominating & Corporate Governance Committees; he holds a B.A. from Whittier College (1968) and a J.D. from UCLA Law (1971), with decades of senior executive and board leadership across public and private REITs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Irvine Company | Senior Advisor, acquisitions/investments | Jul 2011–Jul 2018 | Senior advisory role on investments |
| Maguire Properties, Inc. (public REIT) | President & Co-CEO; Director | 2002–2006 | Led public REIT; board oversight |
| Commonwealth Atlantic Properties (private REIT) | CEO, President, Director | 1997–2001 | Executive leadership of privately-held REIT |
| CommonWealth Partners (private real estate firm) | Co‑Chairman & Managing Partner; Co‑founder | 1995–1997 | Co-founded and led firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spirit Realty Capital, Inc. (NYSE: SRC) | Chairman; Compensation Committee | 2012–Jan 2024 | Company acquired by Realty Income (NYSE: O) in Jan 2024 |
| Ventas, Inc. (NYSE: VTR) | Director; Chairman of Compensation & Investment Committees | 2011–Aug 2021 | Chaired key board committees |
| BioMed Realty Trust, Inc. (NYSE: BMR) | Director | 2007–2014 | Public REIT directorship |
| Nationwide Health Properties, Inc. | Director | 2008–2011 | Public REIT directorship |
| TIER REIT, Inc. (NYSE: TIER) | Director; Chairman | 2013–Aug 2019 | Chairman from 2016–Aug 2019; acquired by Cousins Properties (NYSE: CUZ) |
| Whittier College | Board of Trustees; Chairman (prior) | Chairman 2003–2011; rejoined May 2023 | Governance leadership and trustee service |
| UCLA Law School | Advisory Board Member | Ongoing | Advisory engagement |
Board Governance
- Independence: The Board affirmatively determined Mr. Gilchrist is independent under BREIT charter, SEC, and NYSE standards; all members of the Audit, Affiliate Transaction, Compensation, and Nominating & Corporate Governance Committees are independent .
- Committee assignments and chair roles: Audit (member), Affiliate Transaction (Chair), Nominating & Corporate Governance (member) .
- Attendance and engagement: In 2024 the Board met 13 times; committees met (Audit 4; Affiliate Transaction 7; Compensation 4; Nominating & Corporate Governance 2); each director attended at least 75% of Board/committee meetings during their service period .
- Executive sessions: Non-management directors regularly hold executive sessions without management present .
- Leadership structure: Separate Chair and CEO roles; the Company does not have a lead independent director .
| 2024 Meetings | Count | Attendance |
|---|---|---|
| Board of Directors | 13 | ≥75% for each director |
| Audit Committee | 4 | ≥75% for each director |
| Affiliate Transaction Committee | 7 | ≥75% for each director |
| Compensation Committee | 4 | ≥75% for each director |
| Nominating & Corporate Governance Committee | 2 | ≥75% for each director |
| Committee | Role | Status |
|---|---|---|
| Affiliate Transaction Committee | Chair | Independent |
| Audit Committee | Member | Independent |
| Nominating & Corporate Governance Committee | Member | Independent |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director cash retainer | 90,000 | Standard cash retainer for non-employee directors |
| Committee chair (non‑Audit) retainer | 15,000 | Applies to chairs of committees other than Audit |
| Audit Committee chair retainer | 25,000 | Applies to Audit Chair (Mr. Beier) |
| Chairman of the Board additional retainer | 100,000 | Applies to Board Chair (Mr. Cohen) |
| Meeting fees | 0 | No per-meeting fees; expenses reimbursed |
| Richard I. Gilchrist — Fees Earned (Cash) 2024 | 97,500 | Actual cash paid in 2024 |
| Richard I. Gilchrist — Stock Awards 2024 | 200,000 | Annual restricted stock grant |
| Richard I. Gilchrist — Total 2024 | 297,500 | Sum of cash + stock awards |
Performance Compensation
| Award Type | Grant Date | Shares | Fair Value ($) | Vest Date | Vesting Terms |
|---|---|---|---|---|---|
| Restricted stock (Class I) | Aug 2024 | 14,269 | 200,000 | Aug 2025 | Time-based, generally vests one year from grant |
| Stock options | N/A | None | N/A | N/A | Company does not grant stock options |
- Non-employee director stock ownership policy: Directors must own stock equal to 5x annual cash retainer within five years; all non-employee directors are in compliance .
Other Directorships & Interlocks
| Company/Institution | Role | Tenure | Interlock/Transaction Context |
|---|---|---|---|
| Spirit Realty Capital, Inc. (NYSE: SRC) | Chairman; Compensation Committee | 2012–Jan 2024 | Acquired by Realty Income (NYSE: O) in Jan 2024 |
| Ventas, Inc. (NYSE: VTR) | Director; Chair of Compensation & Investment Committees | 2011–Aug 2021 | Large healthcare REIT; chaired key committees |
| BioMed Realty Trust, Inc. (NYSE: BMR) | Director | 2007–2014 | Life sciences real estate |
| Nationwide Health Properties, Inc. | Director | 2008–2011 | Senior housing/healthcare real estate |
| TIER REIT, Inc. (NYSE: TIER) | Director; Chairman | 2013–Aug 2019 | Acquired by Cousins Properties (NYSE: CUZ) |
| Whittier College | Trustee; prior Chairman | Chairman 2003–2011; Trustee from May 2023 | Higher education governance |
| UCLA Law School | Advisory Board Member | Ongoing | Legal education advisory role |
Expertise & Qualifications
- Extensive REIT executive experience (President/Co‑CEO at Maguire; senior advisory at The Irvine Company; CEO/President roles at private REITs), providing deep operational and investment oversight capability .
- Board leadership across multiple public REITs, including chairing compensation/investment committees—relevant to BREIT’s governance, risk oversight, and alignment practices .
- Legal and governance background (UCLA J.D.; trustee/chair roles), supporting committee work on related-party oversight and corporate governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Share Class |
|---|---|---|---|
| Richard I. Gilchrist | 100,380 | <1% | Class I |
- Non-employee director stock ownership policy compliance: All non-employee directors, including Mr. Gilchrist, comply with the 5x cash retainer ownership guideline .
Governance Assessment
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Strengths
- Independence and committee leadership: As Chair of the Affiliate Transaction Committee and member of Audit and Nominating & Corporate Governance, Mr. Gilchrist plays a central role in conflict oversight, financial controls, and board effectiveness .
- Attendance and engagement: Met the ≥75% attendance threshold alongside a high meeting cadence in 2024 (Board 13; Affiliate Transaction 7; Audit 4; Nominating & Gov 2) indicating active oversight .
- Ownership alignment: Receives annual restricted stock with clear vesting, and complies with the 5x cash retainer ownership guideline—supporting skin-in-the-game beyond cash retainers .
- Compensation benchmarking: Independent Compensation Committee engaged Ferguson Partners Consulting for director pay competitiveness review ($30,000 fee), supporting pay governance .
-
Concerns and RED FLAGS
- Extensive related‑party ecosystem: BREIT’s externally managed model and heavy use of Blackstone-affiliated advisers, service providers, and performance participation structures present persistent related-party exposure; while his committee is designed to mitigate this, the sheer volume/complexity is a structural governance risk requiring sustained vigilance .
- No lead independent director: Absence of a designated lead independent director can dilute independent board leadership in periods of stress or when managing sponsor conflicts .
- Hedging policy: The Company currently does not have a hedging policy for officers and directors, which can be viewed as a misalignment risk if hedging were to occur (although insider trading preclearance applies) .
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Implications for investor confidence
- Mr. Gilchrist’s chair role over affiliate transactions, seasoned REIT governance background, and attendance/ownership signals are positives for board effectiveness. However, investors should monitor the robustness and independence of Affiliate Transaction Committee processes amid ongoing performance participation accruals/shortfalls and extensive affiliate service arrangements, especially in the absence of a lead independent director and formal hedging restrictions .