Patricia S. Han
About Patricia S. Han
Patricia S. Han, age 53, is an independent director of Empire State Realty Trust (ESRT) since 2019. She is a technology and digital commerce executive—currently CEO of Mistplay (mobile gaming and loyalty platform)—with prior CEO and product leadership roles at MyFitnessPal, Care.com, and Daily Burn. ESRT’s board selected Han for her expertise in technology platforms, digital branding, and commerce, which align with ESRT’s tenant mix and strategy .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mistplay, Inc. | Chief Executive Officer | 2024–present | Mobile gaming & loyalty platform; current operator background |
| MyFitnessPal | Chief Executive Officer | Apr 2021–Jun 2023 | Led global health mobile platform |
| Care.com | Chief Product Officer | Feb 2020–Apr 2021 | Led product at leading marketplace for caregivers |
| Daily Burn, Inc. | Chief Executive Officer | 2017–2020 | Wellness streaming brand leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latch, Inc. (Nasdaq: LTCH) | Director | 2021–present | Tech-enabled access controls; public company board experience |
| Nutrisystem, Inc. (Nasdaq: NTRI) | Director | 2018–2019 | Health and wellness products; prior public board |
| RRE Ventures | Entrepreneur in Residence | Oct 2023 (start) | Venture perspective; tech investing network |
Board Governance
- Committee assignments: Compensation Committee (member), Finance Committee (member), Nominating & Corporate Governance Committee (member). No chair roles .
- Independence: ESRT’s board determined all directors other than the CEO are independent; all committee members are independent. Independent directors meet in executive session at each regularly scheduled board meeting .
- Attendance and engagement: Each director attended at least 75% of board/committee meetings in 2024; aggregate attendance by body below .
| 2024 Meetings | Count | Aggregate Attendance |
|---|---|---|
| Board | 4 | 98% |
| Audit Committee | 12 | 98% |
| Compensation Committee | 5 | 100% |
| Finance Committee | 4 | 95% |
| Nominating & Corporate Governance Committee | 4 | 97% |
Fixed Compensation
2024 director compensation structure and Han’s actual amounts:
| Component | Amount (USD) | Structure/Terms | 2024 Election/Detail |
|---|---|---|---|
| Annual base retainer – equity portion | $120,002 | 60% of $200,000 retainer in LTIP units; vests ratably over 4 years | Granted May 10, 2024; LTIP valuation basis; time-based vesting |
| Annual base retainer – cash or equity option | $80,000 | Remaining 40%: Option 1 cash; Option 2 fully vested equity $80k; Option 3 3-yr vest equity at 120% ($96k) | Han elected Option 1 (cash) |
| Committee membership fees | $22,500 | Audit member: $12,500; other committees: $7,500 per committee | Han is member of Compensation, Finance, NCG → 3 × $7,500 = $22,500 |
| Consulting fee | $10,000 | One-time consulting fee for advising Marketing team | Board determined this did not impair independence |
| Total 2024 director compensation | $232,502 | Cash + equity | Fees earned in cash $112,500; stock awards $120,002; total $232,502 |
Notes:
- ESRT pays no standard meeting fees unless a director attends more than eight meetings annually; then $1,500 per additional meeting over threshold .
- No option grants are used in director compensation; ESRT currently does not grant options .
Performance Compensation
- Non-employee directors do not have performance-conditioned equity; annual director equity retainer is time-based LTIP units vesting over four years (i.e., no TSR, NOI, or other metric-based vesting for directors) .
- ESRT does not grant stock options; no option-related performance features apply .
| Performance Metric | Target/Weight | Disclosure |
|---|---|---|
| None for non-employee directors | N/A | Director LTIP is time-based (no performance metrics) |
Other Directorships & Interlocks
| Company | Capacity | Potential Interlocks/Exposure |
|---|---|---|
| Latch, Inc. | Director (since 2021) | Latch provides access control technology; ESRT does not disclose procurement relationships with Latch in the proxy . |
| Nutrisystem, Inc. | Former Director (2018–2019) | No disclosed ESRT relationship . |
Expertise & Qualifications
- Technology, Digital Media & Commerce: CEO roles at Mistplay and MyFitnessPal; leadership at Daily Burn, and product leadership at Care.com; experience across Dotdash/WebMD .
- Executive Leadership & Human Capital: Track record building culture and managing senior talent as CEO .
- Cybersecurity/Technology: Platform leadership exposure to cyber/data risks .
- Tenant Industry Insight: Experience aligns with ESRT’s meaningful tenant base in technology/media/advertising .
- Public Company Board Experience: Latch (current), Nutrisystem (prior) .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership | 68,100 OP units/LTIPs | No Class A/B shares reported; <1% ownership of common stock and OP units |
| Vested vs. total (LTIPs) | Time-based LTIPs vested: 68,100; total awarded: 109,639 | Performance-based LTIPs vested: 0; total awarded: 0 |
| Ownership guidelines | 5× cash-eligible portion of annual director retainer | Directors must reach guideline within 5 years of election (cash-eligible portion = $80k; implied guideline $400k); compliance status by individual not disclosed |
| Pledging/Hedging | Hedging prohibited; pledging restricted and requires Compensation Committee approval | Company-wide policy applies to directors |
Governance Assessment
-
Strengths:
- Independent director with relevant technology and digital commerce expertise that maps to ESRT’s tenant sectors; service on three key committees (Compensation, Finance, NGC) enhances board effectiveness .
- Strong board process: all-committee independence; executive sessions every regular meeting; robust governance guidelines and stock ownership requirements for directors .
- Attendance: aggregate committee and board attendance high in 2024; each director at least 75% participation .
-
Potential risks/RED FLAGS to monitor:
- Additional compensation: $10,000 consulting fee to Han (Marketing advisory). Board affirmed independence was not impaired, but this is atypical and should be monitored for precedent and scope creep in director consulting .
- External board role at Latch (access control technology): while no ESRT-related transactions are disclosed, potential vendor relationship conflicts could arise; ensure NCG Committee pre-clears any related-party or procurement exposure if future engagements occur .
-
Alignment:
- Time-based LTIP grants and director ownership guidelines promote long-term alignment (no performance-pay or options for directors) .
- Hedging restrictions and controlled pledging policy are shareholder-friendly .