James D. Robinson IV
About James D. Robinson IV
Independent director since 2015 (age 62); Chair of the Nominating and Corporate Governance Committee. Founder and Managing Partner at RRE Ventures with 30+ years investing and board experience across >45 technology companies; prior roles at H&Q Venture Capital and J.P. Morgan & Co. Education: master’s degree from Harvard; joint B.A. in Computer Science & Business Administration from Antioch College. Public company board experience includes Olo Inc. (NYSE: OLO) from 2008–2022; current directorships include Abra, Netsertive, Noom, TheSkimm, Pebblepost; board observer at HYPR and Bitpay; director at Partnership for New York City Investment Fund .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H&Q Venture Capital | Investor/Principal | Not disclosed | Venture investing background supporting tech governance oversight |
| J.P. Morgan & Co. | Investment/Finance | Not disclosed | Finance experience; risk evaluation relevant to REIT board |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| Olo Inc. (NYSE: OLO) | Director | Public company | 2008–2022 |
| Abra; Netsertive; Noom; TheSkimm; Pebblepost | Director | Private companies | Current; tech/media focus |
| HYPR; Bitpay | Board observer | Private companies | Current |
| Partnership for New York City Investment Fund | Director | Non-profit/Investment | Current |
Board Governance
- Independence: Board determined Robinson (and all directors except the CEO) is independent under NYSE rules; all committees are composed of independent directors .
- Committee assignments: Chair, Nominating and Corporate Governance Committee (NGC); the NGC comprises the entire board and met 4 times in 2024 .
- Attendance: 2024 meetings held—Board (4), Audit (12), Compensation (5), Finance (4), NGC (4); aggregate attendance was Board 98%, Audit 98%, Compensation 100%, Finance 95%, NGC 97%. Each director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director framework codified; executive sessions of independent directors at each regular board meeting .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual base retainer | $200,000 | 60% equity ($120,000 LTIP units or Restricted Shares) vesting over 4 years; remaining 40% at director’s election: cash $80,000 (Option 1), fully vested equity $80,000 (Option 2), or 3-year vesting equity at 120% of face ($96,000) (Option 3). All ESRT directors have elected LTIP units to date . |
| Chair fee (NGC) | $15,000 | Cash . |
| Committee membership fees | Audit $12,500; Other committees $7,500 | Cash; meeting fees only if >8 meetings in a year (+$1,500 per meeting >30 minutes) . |
2024 individual director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| James D. Robinson IV | $15,000 | $216,004 (LTIP units; elected Option 3) | $231,004 |
Notes: For the period beginning May 10, 2024, Robinson elected Option 3 (equity vesting over 3 years at 120% of face value); grant date fair value per LTIP unit was $8.84 for Option 3 awards . Directors selecting Option 3 have a base $120,000 equity grant (four-year vesting) plus $96,000 (three-year vesting), totaling $216,000 in stock awards .
Performance Compensation
- Directors do not receive performance-based compensation; equity is time-based LTIP units or Restricted Shares per the director compensation program .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Olo Inc. (NYSE: OLO) | Director (2008–2022) | No compensation committee interlocks disclosed for Robinson; 2024 Compensation Committee members were Han, Gilbert, DeRosa—none current/former ESRT officers . |
Expertise & Qualifications
- Technology/investment expertise from leading >45 tech investments at RRE Ventures; broad digital media, cybersecurity, and risk management experience; prior finance roles at J.P. Morgan .
- Public company board experience (Olo Inc.) and deep human capital management perspective from venture portfolio leadership .
- As NGC Chair, oversees board composition, succession planning, governance principles, code of conduct, and related-party transactions approvals .
Equity Ownership
Beneficial ownership (as of March 3, 2025):
| Holder | Class A Shares | Class B Shares | Voting Interest % | OP Units (incl. vested LTIP) | Total Common + OP Units | Combined Ownership % |
|---|---|---|---|---|---|---|
| James D. Robinson IV | 0 | 0 | <1% (*) | 127,855 | 127,855 | <1% (**) |
LTIP unit status detail:
| Name | Time-Based LTIP Units Vested | Time-Based LTIP Units Total Awarded | Performance-Based LTIP Units Vested | Performance-Based LTIP Units Total Awarded |
|---|---|---|---|---|
| James D. Robinson IV | 127,855 | 192,793 | — | — |
Ownership alignment policies:
- Minimum stock ownership guidelines for independent directors: hold common stock/OP/LTIP units with market value ≥5x the cash-eligible portion of annual base retainer; compliance required within 5 years of board election .
- Hedging prohibited for directors and employees; pledging of company securities requires Compensation Committee pre-approval for executive officers and certain employees; clawback policy applies to executive incentive compensation under Rule 10D-1 (not directors) .
Insider Trades
| Date | Form | Transaction Type | Quantity | Source |
|---|---|---|---|---|
| May 16, 2025 | Form 4 | Award (derivative/stock units) | 13,352 | |
| May 2025 | Form 4 | Filing listed for Robinson | — |
Note: SEC aggregator links indicate an award reported; quantity shown per TradeSmith; review of the underlying Form 4 is recommended for instrument type and vesting specifics .
Governance Assessment
- Strengths: Independent NGC Chair with deep governance remit (succession, board refresh, conflicts oversight) and technology/finance expertise; board-wide NGC membership supports whole-board engagement on governance, sustainability, and human capital . Attendance metrics indicate high engagement across the board and committees in 2024 (Board 98%; NGC 97%) . Director compensation emphasizes equity via LTIP units, aligning with shareholder interests; Robinson’s 2024 mix was ~94% equity by grant-date value (216k of 231k) .
- Potential conflicts: No related-party transactions disclosed for Robinson; the NGC (which he chairs) reviews and approves related-party transactions per policy, including notable transactions involving entities affiliated with the CEO and a tenant affiliation with another director’s family member, mitigating risks via independent review and approvals .
- Alignment policies: Robust ownership guidelines for directors; hedging prohibited; pledging tightly controlled; majority independent board with regular executive sessions and codified Lead Independent Director responsibilities enhance oversight quality .
- Shareholder signals: ESRT reports 96% average say-on-pay approval over four years, signaling support for compensation governance practices (executive-focused but indicative of broader investor confidence) .
RED FLAGS: None disclosed specific to Robinson. No hedging permitted; no reported pledging; no compensation committee interlocks; attendance thresholds met. Related-party transactions exist elsewhere in ESRT but are overseen by the NGC chaired by Robinson under formal policy and independent review .