Gilda Perez-Alvarado
About Gilda Perez-Alvarado
Gilda Perez-Alvarado (age 44) is an independent director of Blackstone Mortgage Trust, Inc. (BXMT) serving since 2023. She is Group Chief Strategy Officer of Accor S.A. since October 2023 and CEO of Orient Express (Accor) since January 2024; previously Global CEO of JLL Hotels & Hospitality and CEO, Hotels & Hospitality, Americas at JLL; she holds a B.S. from Cornell School of Hotel Administration and an MBA from IE Business School . She was appointed to BXMT’s Board on February 1, 2023 and the Board determined she is independent under NYSE standards; the appointment disclosed no related-party transactions under Item 404 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JLL Hotels & Hospitality (division of JLL) | Global CEO; CEO, Hotels & Hospitality, Americas; Managing Director | Global CEO through 2023; Americas CEO Sep 2018–Jan 2021; prior MD | Led global investment sales, debt/equity placement, advisory, asset management; ran Global Hotel Desk |
| PricewaterhouseCoopers (PwC) | Hospitality & Leisure advisory (earlier career) | Not dated in proxy (pre-JLL) | Advisory background in hospitality/leisure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Accor S.A. | Group Chief Strategy Officer; CEO, Orient Express | CSO since Oct 2023; Orient Express CEO since Jan 2024 | Member of Accor Management Board; oversees global strategy, owner relations, partnerships |
| Sonder Holdings Inc. (NASDAQ: SOND) | Director; member of nominating, corporate governance, and social responsibility committee | Sep 2021–Aug 2023 | No longer on board by 2025 proxy |
| Cornell University | Board of Trustees member | Since June 2022 | Non-profit governance role |
| Industry groups (AHLA, WTTC; Cornell SHA Dean’s Advisory Board) | Member | Ongoing | Sector networks and advisory roles |
Board Governance
- Committee assignments: Compensation Committee member; Investment Risk Management (IRM) Committee member (added April 17, 2024; Mr. Cotton chairs IRM) .
- Independence: Board affirmed Perez-Alvarado is independent under NYSE standards; considered JLL’s ordinary-course services to BXMT/borrowers with payments immaterial to JLL/JLL Hotels & Hospitality and any compensation to her indirect and de minimis .
- Attendance: In 2023 and 2024 each incumbent director attended at least 75% of meetings of the Board and committees on which they served; 2023 Board held 9 meetings; 2024 Board held 8 meetings .
- Executive sessions: Non-management directors hold executive sessions without management, per NYSE; presided by lead independent director or corporate governance chair when applicable .
- Lead Independent Director: Leonard W. Cotton serves as Lead Independent Director (additional $30,000 per annum) .
Committee Meetings (Board and key committees)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meetings (count) | 9 | 8 |
| Audit Committee Meetings (count) | 4 | 4 |
| Compensation Committee Meetings (count) | 4 | 4 |
| Corporate Governance Committee Meetings (count) | 2 | 2 |
| Investment Risk Management Committee Meetings (count) | 4 | 6 |
- IRM Committee scope (risk oversight signal): Oversees Manager’s compliance with investment guidelines; reviews/approves proposed investments, including (i) >$350M transactions, and (ii) affiliate transactions involving Blackstone ≥$175M (unless pari passu at same level) .
Fixed Compensation
- Program structure for non‑employee directors: Annual cash retainer $95,000; annual equity grant $115,000 in deferred stock units or restricted stock; audit committee chair $20,000; compensation chair $15,000; corporate governance chair $10,000; audit committee members $10,000; IRM committee members $7,500; lead independent director $30,000; all paid quarterly; director travel reimbursed .
- Vesting/settlement: Annual equity award granted at annual meeting; vests in full at next annual meeting; DSUs settle at “separation from service” one share per unit; units based on closing price on grant date .
Director Compensation – Gilda Perez‑Alvarado
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $87,083 | $100,291 (includes prorated IRM member fee of $5,291 from Apr 17–Dec 31, 2024) |
| Stock Awards ($) | $158,125 | $115,000 |
| Total ($) | $245,208 | $215,291 |
- Notes: 2023 compensation prorated upon joining; 2024 IRM committee fee prorated from appointment date .
Performance Compensation
- Directors: No performance metrics disclosed for director compensation; equity awards are time‑based vesting at the next annual meeting and DSUs settle upon separation .
| Performance Metric | Applies to Director Comp? | Details/Target |
|---|---|---|
| TSR, Net Income, Distributable Earnings (Item 402(v) disclosure context) | No for directors; applies to executive compensation context | Executive “Pay vs. Performance” disclosure lists Company TSR, Net Income, Distributable Earnings; not used to link “compensation actually paid” for executives; not applicable to director pay |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Tenure/Committee |
|---|---|---|---|
| Sonder Holdings Inc. (NASDAQ: SOND) | Public company | Director; nominating, corporate governance, and social responsibility committee member | Sep 2021–Aug 2023 |
| Cornell University | Non-profit | Board of Trustees member | Since June 2022 |
| Accor S.A. | Public company (France) | Group Chief Strategy Officer; CEO of Orient Express | Since Oct 2023 (CSO); Jan 2024 (OE CEO) |
- Interlocks/Conflicts: Board independence analysis considered JLL ordinary-course services; payments immaterial and any compensation to Perez‑Alvarado indirect and de minimis; no Item 404 related‑party transactions disclosed for her; no Accor‑related Item 404 disclosures identified in BXMT proxy .
Expertise & Qualifications
- Real estate capital markets and global hospitality expertise; cross‑border investment sales; debt/equity placement; asset management; strategic partnerships and owner relations (Accor) .
- Education: Cornell School of Hotel Administration (Honors, Degree Marshall); MBA from IE Business School, Madrid .
- Industry networks: AHLA, World Travel & Tourism Council, Cornell SHA Dean’s Advisory Board .
Equity Ownership
- Stock ownership policy: Non‑employee directors must own BXMT shares equal to 5× their annual cash retainer within five years of becoming subject; proxies state all non‑employee directors are in compliance (policy adopted April 2019) .
Beneficial Ownership – Gilda Perez‑Alvarado
| Metric | As of Apr 14, 2023 | As of Apr 12, 2024 | As of Apr 14, 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 1,774 | 7,701 | 14,079 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Shares Outstanding (reference) | 172,286,354 | 173,582,305 | 171,579,492 |
- Vested vs unvested: Proxy tables show totals; director equity awards vest fully at next annual meeting; DSUs settle at separation; specific vested/unvested breakdowns for Perez‑Alvarado not itemized beyond grant descriptions .
Say‑on‑Pay & Shareholder Feedback
| Proposal | 2024 Annual Meeting (June 21, 2024) | 2025 Annual Meeting (June 27, 2025) |
|---|---|---|
| Director Elections – Gilda Perez‑Alvarado | Votes For: 78,353,719; Withheld: 1,077,267; Broker Non‑Votes: 51,679,419 | Votes For: 86,479,944; Withheld: 930,328; Broker Non‑Votes: 46,337,220 |
| Say‑on‑Pay (Advisory NEO Compensation) | For: 74,495,835; Against: 4,298,984; Abstained: 636,167; Broker Non‑Votes: 51,679,419 | For: 82,129,529; Against: 4,752,643; Abstained: 528,100; Broker Non‑Votes: 46,337,220 |
| Auditor Ratification | For: 129,779,854; Against: 953,421; Abstained: 377,130 | For: 131,875,569; Against: 1,442,479; Abstained: 429,444 |
| Say‑on‑Pay Frequency | Not on 2024 ballot | One year: 86,215,199; Two years: 278,971; Three years: 454,719; Abstained: 461,383; Broker Non‑Votes: 46,337,220 |
Compensation Committee Analysis
- Composition: Cotton, Nassau, Perez‑Alvarado, Sagalyn; none were officers/employees in FY2023; no Item 404 relationships requiring disclosure; no reciprocal interlocks with other issuers’ compensation committees .
- Independent consultant usage: In 2021, the committee engaged Frederic W. Cook & Co. (FPL) to review non‑employee director pay levels and practices, leading to increases in cash retainers and equity grant sizing and IRM member fees .
Related‑Party Transactions and Conflicts
- Independence determinations explicitly considered: JLL and Dechert relationships; payments immaterial to firms; compensation indirect and de minimis; Board affirmed independence for Perez‑Alvarado .
- IRM Committee approval thresholds for affiliate transactions with Blackstone and large investments signal enhanced oversight of potential conflicts intrinsic to BXMT’s external management structure .
Governance Assessment
- Strengths: Independent status affirmed despite prior JLL affiliation; materiality/de minimis findings mitigate conflict risk . Active roles on Compensation and IRM committees align with her sector expertise and strengthen oversight of investment risk and pay practices . Attendance meets governance thresholds; Board maintains regular executive sessions and a lead independent director structure .
- Alignment: Director equity program delivers annual grants that vest at the next annual meeting; stock ownership policy (5× cash retainer within 5 years) promotes long‑term alignment; beneficial ownership increasing year‑over‑year .
- Shareholder signals: Strong vote support for her director election and annual say‑on‑pay approvals; frequency vote set to annual in 2025, supporting ongoing pay oversight .
- Potential risks/monitoring: Time commitments from Accor executive roles warrant ongoing monitoring of attendance/engagement, though 2023–2024 attendance thresholds were met . External manager/affiliate transactions require continued robust oversight via IRM processes (thresholds and approvals) .
- RED FLAGS: None disclosed specific to Perez‑Alvarado—no Item 404 related‑party transactions, no hedging/pledging disclosures identified in proxies, no attendance shortfalls reported .
Note: Attempt to retrieve Form 4 insider transactions via the insider-trades skill failed due to authorization error; proxy security ownership tables are used for ownership analysis .