R. Paige Hood
About R. Paige Hood
R. Paige Hood (age 66) is an independent director at Empire State Realty Trust (ESRT) and has served on the board since 2020. He brings 32+ years of real estate finance experience, including service as Chief Investment Officer at PGIM Real Estate Finance (2016–2019) and prior leadership as General Account Portfolio Manager where he grew PGIM’s portfolio from a $16B domestic portfolio to over $50B internationally; he holds a B.S. in Finance and an MBA from Louisiana State University, Baton Rouge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGIM Real Estate Finance | Chief Investment Officer | 2016–2019 | Senior investment leadership across real estate finance cycles |
| PGIM Real Estate Finance | General Account Portfolio Manager | ~13 years (prior to CIO) | Grew portfolio from $16B domestic to >$50B international |
External Roles
- No current public-company directorships for Hood are disclosed in ESRT’s latest proxy .
Board Governance
| Committee | Role | 2024 Meetings | Attendance Notes |
|---|---|---|---|
| Audit Committee | Member | 12 | Aggregate committee attendance 98%; each director ≥75% in 2024 |
| Finance Committee | Chair | 4 | Aggregate committee attendance 95%; Hood is Committee Chair |
| Nominating & Corporate Governance Committee | Member | 4 | Aggregate committee attendance 97%; all members independent |
- Independence: ESRT’s board determined all directors other than the CEO are independent under NYSE standards; all four standing committees are fully independent and hold executive sessions .
- Lead Independent Director: Steven J. Gilbert serves as Lead Independent Director with codified duties and shareholder engagement responsibilities .
- Board meetings: 4 meetings in 2024; aggregate board attendance 98%; all directors attended the 2024 annual shareholders meeting .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Independent Director Base Retainer | 200,000 | 60% equity ($120,000) vests over 4 years; remaining 40% elected by director (cash $80,000, or fully vested equity $80,000, or 3-year vest equity at 120% of face $96,000). All directors elected LTIP units over restricted stock . |
| Finance Committee Chair Fee | 17,500 | Paid in cash . |
| Audit Committee Membership Fee | 12,500 | Paid in cash . |
| Other Committee Membership Fee (NGC) | 7,500 | Paid in cash . |
| Hood – 2024 Director Compensation | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| R. Paige Hood | 37,500 | 216,004 | 253,504 |
- Retainer elections: In 2024, Hood elected “Option 3” for the 40% portion, receiving $96,000 in LTIP units vesting over three years (120% of face). All independent directors also received $120,000 in LTIP units vesting over four years for the 60% portion; Hood’s aggregate stock award fair value was $216,004, based on grant values of $8.95 (4-year vest LTIPs) and $8.84 (3-year vest LTIPs) per unit; Hood held 69,309 unvested LTIP units as of 12/31/2024 .
Performance Compensation
| Director Performance Metrics | Status |
|---|---|
| Metrics tied to director pay (TSR/financial/ESG) | None disclosed; director equity awards are time-based LTIP units, not performance-conditioned . |
Other Directorships & Interlocks
| Organization | Role | Notes |
|---|---|---|
| — | — | No current public-company boards disclosed for Hood |
Expertise & Qualifications
- Real estate finance expertise across cycles; senior leadership at PGIM Real Estate Finance (CIO; portfolio management) .
- Investment experience and risk management from oversight of diverse real estate finance portfolios .
- Accounting/financial literacy gained through decades in real estate finance .
- Human capital/leadership experience as a former senior executive at PGIM Real Estate Finance .
Equity Ownership
| Ownership Detail (as of 03/03/2025 unless noted) | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 0 | “—” in table; less than 1% of outstanding |
| Class B shares beneficially owned | 0 | “—” in table; less than 1% of outstanding |
| Operating Partnership Units (incl. vested LTIPs) | 70,540 | Beneficially owned units; percent of all shares/units <1% |
| Time-based LTIP units – Vested | 70,540 | Vested portion per LTIP breakdown |
| Time-based LTIP units – Total Awarded | 139,849 | Vested + unvested |
| Time-based LTIP units – Unvested | 69,309 | As of 12/31/2024 |
| Percent of All Shares of Common Stock and OP Units | <1% | “**” indicates <1% |
- Stock ownership guidelines: Independent directors must hold ESRT equity (shares/OP units/LTIP units) with market value ≥ 5x the cash-eligible portion of the annual base retainer, with compliance required within five years of board election; hedging is prohibited and pledging requires Compensation Committee approval .
Governance Assessment
-
Strengths:
- Finance Committee Chair with deep real estate finance and risk management experience; supports capital allocation, financing, hedging policy, and investor relations oversight .
- Board/committee independence and strong governance practices (majority independent board, executive sessions, majority voting standard, proxy access, no poison pill) support investor confidence .
- Attendance/engagement: robust aggregate attendance (board 98%, audit 98%, finance 95%, NGC 97%) with all directors ≥75% and attendance at the 2024 annual meeting .
- Director compensation structure emphasizes equity via LTIP units and modest cash fees tied to committee responsibilities, aligning incentives without performance gaming; minimum stock ownership guidelines apply to directors .
-
Potential conflicts/related-party exposure:
- ESRT’s proxy discloses related-party transactions involving other parties (e.g., Malkin-affiliated entities and a tenant connected to another director), governed by a formal Related Party Transactions Policy overseen by the Nominating & Corporate Governance Committee; no transactions involving Hood are disclosed .
- Committee oversight includes enterprise risk (Audit), compensation risk and clawbacks (Compensation), capital structure and financings (Finance), and conflicts/independence (NGC), which mitigates governance risks .
-
Say-on-pay/shareholder signals (context): ESRT reports a 96% average say-on-pay approval over four years, indicating broad shareholder support for compensation practices and governance responsiveness .
-
RED FLAGS:
- None identified for Hood in the proxy (no related-party transactions, no pledging disclosed, strong attendance). Continue monitoring for pledging requests and any changes to director ownership compliance status per guidelines .