Grant H. Hill

About Grant H. Hill

Grant H. Hill, age 52, is an independent director of Empire State Realty Trust, Inc. (ESRT) who has served on the board since 2020. He earned a B.A. in History from Duke University and is owner and Vice Chairman of the Atlanta Hawks Basketball Club; he has invested in and developed more than $200 million of commercial real estate through Hill Ventures, Inc., co-founded and served on the investment committee at Penta Mezzanine Fund, and was appointed Managing Director of the USA Basketball Men’s National Team in August 2021. He has served on the board of Campbell Soup Company (NYSE: CPB) since January 2021, bringing consumer branding, leadership, and investment experience to ESRT’s board .

Past Roles

External Roles

Board Governance

• Independence: ESRT’s board determined Hill is “independent” under NYSE listing standards; ESRT maintains a majority independent board and independent committees .
• Committee assignments (2024): Finance Committee member (4 meetings in 2024) and Nominating & Corporate Governance Committee member (4 meetings in 2024) .
• Attendance: ESRT held 4 board meetings in 2024; each director attended at least 75% of the meetings of the board and committees on which they served. Aggregate attendance rates: Board 98%, Audit 98%, Compensation 100%, Finance 95%, Nominating & Corporate Governance 97% .
• Election results (2025): Hill received 174,097,998 votes “For”, 1,176,312 “Against”, 253,303 “Abstained,” with 9,643,719 broker non-votes in an uncontested election .

Fixed Compensation

• Program structure: Independent director base retainer of $200,000: 60% equity ($120,000 in LTIP units or restricted shares vesting over 4 years) and 40% elected as either cash ($80,000), fully-vested equity at face value ($80,000), or equity vesting over 3 years at 120% of face value ($96,000). All directors have elected LTIP units over restricted shares to date .
• Committee fees: Committee membership fee (Audit) $12,500; Other Committees $7,500; Chair fees—Compensation $17,500, Finance $17,500, Nominating & Corporate Governance $15,000; Lead Independent Director $75,000 (not applicable to Hill) .
• 2024 pay outcome (Hill): Cash fees $15,000; Stock awards $216,004; Total $231,004. Hill elected “Option 3” for the 40% component (equity vesting over 3 years at 120% of face value) .

Performance Compensation

• Equity detail: Hill received $120,000 in time-based LTIP units vesting ratably over four years and $96,000 in time-based LTIP units vesting ratably over three years (Option 3). Grant date fair value per unit: $8.95 (four-year) and $8.84 (three-year). Vesting accelerates upon death/disability or resignation after age 65 or in accordance with retirement policy .
• LTIP unit features: LTIPs are profit interests convertible into OP units exchangeable for Class A common stock; time-based LTIPs receive distributions equivalent to common dividends; performance-based LTIPs (used for executives, not directors) have different distribution mechanics and post-vest holding requirements .

Other Directorships & Interlocks

• Current public board: Campbell Soup Company (NYSE: CPB) since January 2021 .
• Interlocks/conflicts: ESRT’s Nominating & Corporate Governance Committee reviews conflicts and related-party transactions; no Hill-specific related-party transactions disclosed. ESRT guidelines limit directors to three other public company boards (one if CEO) and exclude competitors; audit committee membership limits also apply .

Expertise & Qualifications

• Real estate investing via Hill Ventures; target tenant industry familiarity and strategic perspective .
• Investment experience as Penta Mezzanine Fund co-founder and investment committee member .
• Executive leadership and human capital management through Atlanta Hawks Vice Chair role; digital media and commerce experience .
• Public company board experience: Campbell Soup Company .

Equity Ownership

Policy context:

• Hedging prohibited; pledging restricted and requires Compensation Committee pre-approval for holdings over $1,000,000 .
• Stock ownership guidelines: independent directors must hold a market value ≥5× the portion of the annual base retainer eligible to be paid in cash (i.e., 5×$80,000 = $400,000). Compliance must be achieved within five years from election to the board .

Governance Assessment

• Board effectiveness and independence: Hill strengthens ESRT’s majority-independent board with consumer brand and investment expertise; committees are fully independent and employ robust charters, self-evaluations, and third‑party facilitation .
• Attendance and engagement: Hill met the minimum attendance requirement in 2024; aggregate committee attendance was high (95–100%), and all directors attended the 2024 annual meeting .
• Shareholder confidence signals: Hill’s 2025 re‑election support was strong (≈99% of votes cast for his seat), and ESRT has sustained high say‑on‑pay approval (96% four‑year average) in response to shareholder outreach .
• Compensation alignment: Hill elected the higher at‑risk equity option (Option 3) for the 40% retainer component, increasing long‑term equity exposure. His compensation mix is heavily equity‑based via time‑vested LTIP units, aligning with shareholder interests .
• Conflicts and related parties: No Hill-specific related-party transactions disclosed; governance guidelines and Nominating & Corporate Governance Committee oversight mitigate conflict risk .

RED FLAGS

• None disclosed specific to Hill (no related-party transactions, hedging, pledging, or attendance shortfalls indicated) .

Watch items

• Stock ownership guideline compliance is required within five years of election (2025 for Hill); individual compliance status is not disclosed in the proxy. Monitor future proxies for explicit compliance confirmation .