Susan Carras
About Susan Carras
Independent Director at Blackstone Real Estate Income Trust, Inc. (BREIT); age 70; director since January 2021. Senior Managing Director in JLL Capital Markets (Washington, DC), previously Co‑Head of HFF’s DC office (2011–2019), Principal/Managing Director at Sonnenblick Goldman, and earlier in Chase Manhattan Bank’s Real Estate Finance Division. Education: BA, magna cum laude with departmental honors, Lafayette College; Diploma in Real Estate Analysis & Appraisal, NYU. Board tenure includes service on Audit, Affiliate Transaction, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JLL Capital Markets, America (Washington, DC) | Senior Managing Director | Joined via HFF acquisition in 2019; current | Leadership in capital markets; market expertise |
| HFF (Washington, DC) | Co‑Head, DC Office | 2011–2019 | Office leadership; transaction execution |
| Sonnenblick Goldman | Principal & Managing Director | Prior to HFF (years not specified) | Operating committee member; led DC & Tampa offices |
| Chase Manhattan Bank | Real Estate Finance Division | Early career (years not specified) | Real estate finance experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Elme Communities (NYSE: ELME) | Independent Director, Board of Trustees | September 2023 | Public company board service |
| Lafayette College | Trustee Emerita | Not specified | Prior committee leadership; scholarship fund co‑founder |
| McLean School of Maryland | Past Chair, Board of Trustees | Not specified | Governance leadership |
| Urban Land Institute | UDMUC Blue Council; Washington Full Member Engagement Committee | Active | Industry engagement |
Board Governance
- Independence: Affirmatively determined independent under Company charter, SEC rules, and NYSE standards; eligible for Audit, Affiliate Transaction, Compensation, and Nominating & Corporate Governance committees .
- Committee memberships: Audit; Affiliate Transaction; Nominating & Corporate Governance (not a chair) .
- Attendance and engagement (2024): Board held 13 meetings; Audit 4; Affiliate Transaction 7; Compensation 4; Nominating & Corporate Governance 2; each director attended at least 75% of combined meetings; eight directors attended the 2024 annual meeting (in person or telephonically) .
- Executive sessions: Non‑management directors regularly hold executive sessions without management present .
- Board leadership: Separate Chair (Frank Cohen) and CEO (Wesley M. LePatner); no Lead Independent Director .
Committee Responsibilities Snapshot
| Committee | Composition | Chair | Selected Responsibilities |
|---|---|---|---|
| Audit | Independent directors (Beier, Gilchrist, Lewis, Carras) | Beier | Auditor oversight; financial reporting and internal controls; compliance; cybersecurity; whistleblower procedures |
| Affiliate Transaction | Independent directors (Beier, Gilchrist, Griffith, Lewis, Carras) | Gilchrist | Reviews/approves related‑party transactions with Blackstone/adviser/Board; fee oversight; fairness determinations |
| Compensation | Independent directors (Beier, Griffith, Lewis) | Griffith | Director compensation; potential exec comp oversight (if any); consultant engagement; regulatory compliance |
| Nominating & Corporate Governance | Independent directors (Gilchrist, Griffith, Lewis, Carras) | Lewis | Board composition; director nominations; governance policies; sustainability reporting oversight |
Fixed Compensation
- Non‑employee director compensation policy increased in 2025.
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual Cash Retainer | $80,000 | $80,000 | $90,000 |
| Annual Restricted Stock Grant (Class I) | $145,000 | $145,000 | $200,000 |
| Audit Chair Additional Retainer | $15,000 | $15,000 | $25,000 |
| Other Committee Chair Additional Retainer | $10,000 | $10,000 | $15,000 |
- Individual compensation (FY 2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Susan Carras | $85,000 | $200,000 | $285,000 |
- Stock ownership policy: Non‑employee directors must own at least 5× the annual cash retainer within 5 years; all are in compliance .
Performance Compensation
- Equity grants to directors are restricted stock that generally vests one year from grant; no options granted .
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting Date |
|---|---|---|---|---|
| Restricted Stock (Class I) | August 2024 | 14,269 | $200,000 | August 2025 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Elme Communities (NYSE: ELME) | Independent Director | Not disclosed | Public REIT board role adds market perspective |
| BREIT Affiliate Transaction Committee | Member | Committee member | Committee reports affirm transactions are fair and reasonable; Carras is signatory member |
No additional public company interlocks or shared directorships with direct competitors/suppliers/customers were disclosed for Carras beyond ELME .
Expertise & Qualifications
- Real estate capital markets leader; significant transaction and office leadership experience (JLL/HFF; Sonnenblick Goldman) .
- Governance/education leadership (Lafayette College; McLean School) .
- Industry engagement (ULI councils and committees); multiple industry recognitions for influence in real estate .
- Academic credentials: BA (Lafayette College); NYU Diploma in Real Estate Analysis & Appraisal .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Susan Carras | 67,554 | <1% (as disclosed) |
Stock ownership guideline status: “All non‑employee directors are in compliance” . Shares listed are Class I .
Governance Assessment
- Independence and committee engagement: Carras is independent and serves on Audit, Affiliate Transaction, and Nominating & Corporate Governance—key oversight committees for financial reporting, conflicts, and board effectiveness .
- Conflicts oversight: As a member of the Affiliate Transaction Committee, she participates in reviewing extensive related‑party transactions with Blackstone affiliates; the committee reported all reviewed transactions were fair and reasonable to BREIT .
- Attendance: Board and committee workload was significant in 2024 (13 Board; multiple committee meetings) with at least 75% attendance by each director—supports engagement .
- Compensation structure changes: Director compensation rose in 2025 from $225k to $290k with larger equity grant and slightly higher cash; Audit Chair and other Committee Chair fees increased—monitor for pay inflation vs responsibilities .
- Hedging policy risk: Company discloses it does not have a hedging policy for officers, employees, and directors—perceived alignment risk; investors may flag hedging/pledging permissibility as a red flag absent explicit prohibitions .
- Board leadership: No Lead Independent Director; Chair and CEO roles are separated—separation is positive, but absence of a lead independent may reduce independent agenda control .
- Compensation committee practices: Compensation Committee engages an independent consultant (Ferguson Partners; $30,000 fee), and discloses no interlocks or related‑party issues in 2024—supports governance quality in pay decisions .
Meeting Activity Snapshot (FY 2024)
| Body | Meetings Held |
|---|---|
| Board of Directors | 13 |
| Audit Committee | 4 |
| Affiliate Transaction Committee | 7 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance | 2 |
Related‑Party Transactions & Controls
- Written related‑party transaction policy requires review/approval only by disinterested independent directors; Affiliate Transaction Committee fulfills this role and considers independence impacts; policy details include pricing fairness and impairment of judgment tests .
- Extensive disclosures of affiliate service providers, fee benchmarking approach, captive insurance, and credit arrangements; transactions only proceed if approved as fair and reasonable by independent directors—Carras participates via Affiliate Transaction Committee .
Director Compensation Mechanics
- No meeting fees; reimbursement of reasonable out‑of‑pocket expenses; directors affiliated with Adviser/Blackstone receive no additional compensation for board service .
- Equity awards to directors are restricted stock; Company does not grant stock options and does not time material information releases to affect equity value .
Indemnification
- Indemnification agreements provide for advancement and indemnification (subject to Maryland law) for expenses, judgments, fines, penalties, and settlements incurred in connection with service as director/officer .