Hannah Yang
About Hannah Yang
Hannah Yang, age 52, has served as an independent director of Empire State Realty Trust (ESRT) since July 12, 2023. She is Chief Growth and Customer Officer of The New York Times Company and holds a B.A. magna cum laude in social studies from Harvard College and a J.D. from Harvard Law School; she also studied classical piano at Juilliard’s Pre-College Division .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New York Times Company | Chief Growth & Customer Officer; prior leadership roles | 2010–present | Co-leads product, engineering, data, design, marketing, research and sales; expertise in subscription growth and digital transformation |
| New England Media Group (Boston Globe/Boston.com) | Sales development and strategic planning | 2003–2007 | Media sector experience aligned with ESRT tenant industries |
| Simpson Thacher & Bartlett | Corporate attorney | Not disclosed | Legal training and corporate governance perspective |
| Katzenbach Partners (now part of Strategy&) | Management consultant | Not disclosed | Strategy and organizational effectiveness experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alliance for Young Artists & Writers | Board member | Not disclosed | Non-profit supporting creative teens |
| The New York Times Neediest Cases Fund | Board member | Not disclosed | Non-profit aiding people in dire financial circumstances |
Board Governance
- Independence: ESRT’s board determined all directors other than the CEO are independent; Yang was appointed as an independent director in July 2023 and confirmed independent under NYSE standards .
- Committee assignments: Member, Finance Committee; Member, Nominating and Corporate Governance Committee .
- Committee activity: Finance and Nominating & Corporate Governance each held 4 meetings in 2024 and 4 in 2023 .
- Attendance: In 2023, aggregate attendance was 97% (Board), 97% (Audit), 100% (Compensation & Human Capital), 100% (Finance), 97% (Nominating & Corporate Governance); each director attended at least 75% of meetings of the board and committees on which they served .
- Election results: In 2025, Yang received 174,148,751 votes “For”, 1,160,157 “Against”, 218,705 “Abstained” (broker non-votes 9,643,719) . In 2024, Yang received 167,601,154 votes “For”, 381,733 “Against”, 97,741 “Abstained” .
- Say-on-Pay: Approved with strong support—2025 “For” 170,553,313 vs. “Against” 4,771,266 ; 2024 “For” 161,205,392 vs. “Against” 6,674,197 .
| Committee | Role | Meetings Held (2023) | Meetings Held (2024) |
|---|---|---|---|
| Finance Committee | Member | 4 | 4 |
| Nominating & Corporate Governance Committee | Member | 4 | 4 |
Fixed Compensation
- Structure: Annual base retainer $200,000 composed of (i) 60% equity ($120,000) in LTIP units or Restricted Shares vesting ratably over 4 years; (ii) 40% at the director’s election: cash $80,000 (Option 1), fully vested equity $80,000 (Option 2), or equity vesting over 3 years at 120% of face ($96,000) (Option 3). Committee chair/member fees: Lead Independent Director $75,000; Audit Chair $25,000; Compensation Chair $17,500; Finance Chair $17,500; Nominating Chair $15,000; Audit member $12,500; Other committees member $7,500; meeting fees apply only if >8 meetings/year ($1,500 each) .
- Elections: ESRT directors to date have elected LTIP units over Restricted Shares .
| Component | Amount | Notes |
|---|---|---|
| Independent Director Base Retainer | $200,000 (or $216,000 under Option 3) | 60% equity ($120,000) + 40% cash or equity election |
| Lead Independent Director | $75,000 | Cash |
| Committee Chair Fees | $25,000 (Audit); $17,500 (Comp); $17,500 (Finance); $15,000 (Nom) | Cash |
| Committee Member Fees | $12,500 (Audit); $7,500 (Other committees) | Cash |
| Meeting Fees (>8 per year) | $1,500 per meeting | If >30 minutes; pro-rated |
| Hannah Yang Director Compensation | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $44,660 | $95,000 |
| Stock Awards ($) | $99,900 (LTIP units; pro-rated grant date fair value) | $120,002 (LTIP units) |
| Total ($) | $144,560 | $215,002 |
| Notes | Elected Option 1 (cash $80k pro-rated in 2023); committee member fees pro-rated (Finance; Nominating & Corporate Governance) | Cash includes $80k base retainer + two committee member fees ($7,500 each) = $95k; LTIP units vest over 4 years |
Performance Compensation
- ESRT’s non-employee director compensation does not include performance-based equity or cash metrics; director equity is time-based LTIP units or Restricted Shares per policy (options described above) .
| Performance-Linked Metrics for Directors | Status |
|---|---|
| TSR/Operational/Sustainability metrics | Not applicable to director compensation; director equity is time-based |
Other Directorships & Interlocks
- Public company boards: None disclosed for Yang (biography lists executive role at NYT, not a board directorship) .
- Non-profit boards: Alliance for Young Artists & Writers; The New York Times Neediest Cases Fund .
- Related-party exposure: Yang is sister to Heela Yang, CEO of Sol de Janeiro USA, a tenant at One Grand Central Place; lease projected to commence Q1 2025 with starting annualized rent of $3.5 million; Sol de Janeiro is a subsidiary of L’Occitane, itself a tenant at 111 W. 33rd Street .
| Entity | Relationship | Transaction | Terms |
|---|---|---|---|
| Sol de Janeiro USA (tenant) | Sister (Heela Yang) | Lease at One Grand Central Place | Starts Q1 2025; starting annualized rent $3.5M |
| L’Occitane (tenant) | Parent of Sol de Janeiro | Existing tenancy | Tenant at 111 W. 33rd Street |
Expertise & Qualifications
- Executive leadership in media and digital transformation; co-leads cross-functional growth organization at NYT .
- Target tenant industry experience (media and technology) aligned with ESRT’s tenant base .
- Human capital management, cybersecurity/technology perspective from digital platforms .
- Legal and strategy background (Simpson Thacher; Katzenbach/Strategy&) .
Equity Ownership
- Stock ownership guidelines: Independent directors must hold shares/units valued at ≥5× the cash-eligible portion of the annual base retainer within 5 years of election; hedging prohibited; pledging restricted and subject to committee pre-approval .
- Beneficial ownership (latest): As of the 2025 proxy, Yang beneficially owned 3,375 operating partnership units; Class A/B share ownership not listed; less than 1% of outstanding .
- Unvested director equity (historical): 13,500 unvested LTIP units reported as of December 31, 2023 (reflecting pro-rated 2023 grant) .
| Metric | 12/31/2023 | 4/3/2025 (Proxy) | Notes |
|---|---|---|---|
| Unvested LTIP units | 13,500 | Not disclosed | 2023 pro-rated grant; vests ratably over 4 years |
| Operating Partnership Units (beneficial) | Not disclosed | 3,375 | Beneficial ownership table; <1% outstanding |
| Ownership guideline requirement | ≥5× cash-eligible retainer within 5 years | Applicable by 2028 | Company policy for directors |
| Hedging/Pledging | Hedging prohibited; pledging requires approval | Applies to directors | Company policy |
Governance Assessment
- Board effectiveness: Yang adds domain expertise in media/digital commerce that aligns with ESRT’s target tenant industries and Observatory brand strategy; her committee roles (Finance; Nominating & Corporate Governance) engage capital allocation and board composition/succession oversight .
- Independence and engagement: Confirmed independent; served on two committees; the board reported strong attendance in 2023 with each director meeting ≥75% participation; committee meeting cadence in 2024 consistent with active oversight .
- Compensation alignment: Director pay structure emphasizes equity through LTIP units and fixed cash retainers, with no performance-linked components—reducing potential pay-for-performance misalignment risk in director compensation; Yang’s cash in 2024 reflects base retainer plus two committee member fees, and equity grants vesting over four years .
- Shareholder confidence signals: Strong director election support in 2024 and 2025 and high say-on-pay approval indicate positive investor sentiment toward governance and compensation frameworks .
- Potential conflicts/RED FLAG: Family relationship with Sol de Janeiro tenant—lease of $3.5M annualized rent commencing Q1 2025—poses a perceived related-party exposure; mitigating factors include ESRT policies where the Nominating & Corporate Governance Committee oversees conflicts and related-party transactions, and board majority independence with regular executive sessions . In her appointment 8-K (July 2023), the company stated no Item 404(a) transactions involving Yang at that time; the subsequent disclosure of the tenant relationship warrants ongoing monitoring of committee review and recusal practices .
- Ownership alignment: Director stock ownership guidelines and hedging/pledging restrictions support alignment; Yang’s beneficial holdings are modest and guideline compliance status is not disclosed—time to compliance extends five years from election (through 2028) .