Thomas E. O'Hern
About Thomas E. O’Hern
Independent director of Douglas Emmett, Inc. (DEI), age 69 as of April 1, 2025, serving on the DEI Board since 2006 with deep REIT finance and accounting credentials; former CEO (2019–Feb 29, 2024) and prior Senior EVP/CFO/Treasurer of The Macerich Company, and former CPA at Arthur Andersen & Co. (1978–1984). He holds a bachelor’s degree from California Polytechnic University, San Luis Obispo and sits on the Torrance Memorial Medical Center Foundation Board of Trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Macerich Company | Chief Executive Officer | Jan 1, 2019 – Feb 29, 2024 | Led a retail REIT; CEO-level operating and capital allocation experience |
| The Macerich Company | Senior EVP, CFO & Treasurer | Prior to 2019 (dates not specified) | Principal financial officer responsibilities; treasury, capital markets |
| Arthur Andersen & Co. | Certified Public Accountant | 1978–1984 | Audit/financial controls discipline; CPA background |
| Multiple commercial real estate companies | Chief Financial Officer | Not specified | CFO roles across CRE firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Torrance Memorial Medical Center Foundation | Board of Trustees | Not specified | Non-profit governance role |
Board Governance
- Committee assignments: Audit Committee Chair; audit committee “financial expert” per SEC rules; other committee members are Leslie E. Bider (also financial expert) and Dorene C. Dominguez .
- Independence: Board determined all non-employee members (except Mr. Emmett) are independent under NYSE rules; O’Hern listed and designated independent .
- Tenure/refreshment: Board limit of 12 years for independent directors may be waived; waivers were granted in 2025 for O’Hern, Bider, and Simon due to continued benefit to the Board; average independent director service ≈11 years .
- Attendance and engagement: In 2024, the Board met 4 times and acted by written consent 4 times; directors attended all Board meetings with one absence across the Board, and attended all committee meetings with two absences across all committees; Annual Meeting attendance in 2024 had one director absence .
- Audit Committee activity: Met 4 times, acted twice by written consent; oversees auditor engagement, internal controls, risk (including cybersecurity and data privacy), conflict waivers under Code of Conduct, and whistleblower procedures .
Fixed Compensation
- Structure: Non-employee directors receive annual LTIP Unit grants with a face value of $220,000, vesting quarterly during the service year; additional annual chair fees paid in LTIP Units: Board Chair $50,000; Audit Chair $22,500; Compensation Chair $15,000; Nominating & Governance Chair $15,000; LTIPs cannot be exchanged for common stock until Dec 31 two years after full vesting .
| Item | Amount | Vesting/Restrictions |
|---|---|---|
| Annual director LTIP grant (face value) | $220,000 | Vests quarterly during the year |
| Audit Committee Chair fee | $22,500 (paid in LTIPs) | Vests quarterly during the year |
| Exchange restriction | Two-year hold after full vest; no exchange until Dec 31 two years post-vesting | Applies to director LTIPs |
- 2024 grants (for 2025 service), grant date Dec 12, 2024: O’Hern LTIP Unit Awards grant date fair value $186,436 (US GAAP ASC 718) .
Performance Compensation
- Director compensation is not formulaic or performance-metric based; it is delivered predominantly in restricted LTIP Units with quarterly vesting for the service year and post-vesting transfer restrictions; no options are outstanding for directors under DEI’s plans .
Other Directorships & Interlocks
- Public company directorships disclosed: None beyond DEI in this proxy; Macerich roles were executive positions (CEO/CFO/Treasurer), not described as board seats here .
- Interlocks/conflicts: Compensation Committee Interlocks disclosure indicates no interlocks or insider participation by Compensation Committee members; Audit oversight and conflict waiver process in place .
Expertise & Qualifications
- Financial and accounting expertise: Recognized by the Board as an audit committee financial expert; decades in CFO roles and prior CPA experience .
- REIT/real estate operations: CEO experience at a publicly traded REIT (Macerich), with deep exposure to capital markets and property portfolios .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership – Common stock | 117,421 shares; less than 1% of class | Includes share equivalents per Item 403 methodology |
| OP Units (share equivalents) | 68,373 OP Units | Redeemable for common or cash at DEI’s election; counted in beneficial ownership methodology |
| Ownership guidelines | Directors required to own 3x annual retainer; all directors in compliance as of Record Date; director equity locked for minimum two years post-grant | Equity ownership requirements policy |
| Hedging/pledging | Hedging prohibited; pledging discouraged and allowed only with Audit Committee approval case-by-case |
Governance Assessment
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Strengths:
- Audit Committee leadership and designation as an audit committee financial expert enhance oversight of financial reporting, internal controls, and risk, supporting investor confidence .
- Independent status affirmed under NYSE rules; no related-party transactions involving O’Hern disclosed in the proxy’s related persons section .
- Director pay delivered in long-term LTIP Units with transfer restrictions and ownership requirements, aligning director incentives with long-term stockholder value .
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Watch items / RED FLAGS:
- Extended tenure: Board’s waiver of the 12-year limit for O’Hern reflects long service; while experience is valuable, prolonged tenure can raise questions on refreshment and independence over time in governance assessments .
- Board and committee attendance data is aggregated; specific director-level attendance not disclosed—continued monitoring of individual attendance remains prudent .
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Overall implications:
- O’Hern’s financial acumen and REIT leadership background are accretive to audit oversight and capital allocation discussions, while tenure waivers warrant attention in board refreshment dialogues and investor stewardship reviews .