S. Michael Giliberto
About S. Michael Giliberto
Independent director of ESRT since 2013; age 74. He is Audit Committee Chair and a member of the Finance and Nominating & Corporate Governance Committees. Background spans real estate investment and finance across cycles; he consults for investment managers and produces the Giliberto‑Levy Index (private real estate debt performance). Education: A.B. Harvard College; M.S. in business economics University of Hartford; Ph.D. in finance University of Washington. Designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Asset Management | Director of Portfolio Strategy; Senior Portfolio Manager | 2002–2010 | Led portfolio strategy; finance/real estate investment leadership |
| J.P. Morgan Investment Management | Head of Real Estate Research | 1996–2002 | Led RE research function |
| Lehman Brothers | Fixed-Income Research (Real Estate) | 1993–1996 | Real estate debt research |
| Salomon Brothers | Real Estate Research | 1989–1992 | Real estate research |
| Southern Methodist University | Professor, Real Estate & Urban Land Economics | Prior to finance career | Academic expertise in real estate economics |
| Columbia University GSB | Adjunct Professor | 2007–2023 | Graduate teaching (real estate/finance) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Giliberto‑Levy Index | Producer/Creator | Ongoing | Measures performance of private‑market real estate debt instruments |
| NYS Common Retirement Fund | Real Estate Advisory Committee member | Ongoing | Advises on real estate investments |
| Real Estate Information Standards Board | Former member | Past | Industry standards oversight |
| Pension Real Estate Association (PREA) | Former Director, Treasurer, Chairman | Past | Industry leadership; Graaskamp Award (1996) |
Board Governance
- Committee assignments: Audit (Chair), Finance (Member), Nominating & Corporate Governance (Member) .
- Audit Committee composition and meetings: 2024 meetings held: 12; members included Giliberto (Chair), Thomas J. DeRosa, R. Paige Hood, Christina Van Tassell .
- Finance Committee: 2024 meetings held: 4; members included Giliberto .
- Nominating & Corporate Governance Committee: 2024 meetings held: 4; members included Giliberto .
- Independence: Board majority independent; all committees composed of independent directors; Giliberto identified as “Independent” and designated an “audit committee financial expert” .
- Attendance: Aggregate attendance in 2024—Board 98%, Audit 98%, Compensation 100%, Finance 95%, Nominating & Corporate Governance 97%; each director attended at least 75% and all directors attended the 2024 annual meeting .
| Committee | Role | Meetings Held in 2024 |
|---|---|---|
| Audit | Chair | 12 |
| Finance | Member | 4 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (LTIP Units, grant-date fair value) | $120,002 |
| Total | $240,002 |
Breakdown of cash fees (per program terms and disclosed election):
- Base retainer cash portion (Option 1): $80,000
- Audit Committee Chair fee: $25,000
- Committee membership fees (Finance + Nominating & Corporate Governance): $7,500 each = $15,000
- Sum of cash components equals the reported $120,000 cash fees .
Director compensation structure (all independent directors):
- Annual base retainer $200,000: 60% equity ($120,000) vesting over 4 years; remaining 40% elected as (a) $80,000 cash, or (b) $80,000 fully-vested equity, or (c) $96,000 equity vesting over 3 years; directors have elected LTIP units over restricted shares to date .
Performance Compensation (Director)
| Item | Details |
|---|---|
| Performance linkage in director pay | None disclosed; equity is time‑based LTIP units (not performance‑vested) |
| 2024 grant timing and valuation | LTIP units granted May 10, 2024; per‑unit grant date fair values: $8.95 (4‑year vest awards); time‑vest schedule |
| Unvested LTIP Units held at 12/31/24 (Giliberto) | 41,539 units |
Note: Company performance metrics (e.g., Relative TSR, Core FFO/share, Same‑store cash NOI, G&A as % of revenues, Net debt to Adj. EBITDA) apply to NEOs, not directors .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| — | Public company | — | No other current public company directorships disclosed for Giliberto in the 2025 proxy |
| PREA | Industry association | Former Director, Treasurer, Chairman | Industry leadership (award in 1996) |
| REISB | Standards board | Former member | Industry standards |
| NYS Common Retirement Fund | Public pension | Real Estate Advisory Committee member | Advisory role |
Expertise & Qualifications
- Real estate investment and finance through multiple cycles; creator of a widely followed private real estate debt index (Giliberto‑Levy) .
- Extensive research and portfolio management leadership at J.P. Morgan; prior sell‑side/buyside research at Lehman and Salomon .
- Academic credentials: Harvard (A.B.), University of Hartford (M.S., business economics), University of Washington (Ph.D., finance); teaching roles at SMU and Columbia GSB (2007–2023) .
- Audit Committee Financial Expert designation under SEC rules .
Equity Ownership
| Metric | Amount |
|---|---|
| Class A Shares Beneficially Owned | 3,500 |
| Percent of Class A Shares | * (as presented in proxy table) |
| Class B Shares Beneficially Owned | — |
| Percent of All Shares of Common Stock (Voting Interest) | * (as presented in proxy table) |
| Operating Partnership Units Beneficially Owned | 90,427 |
| Total Shares and OP Units Beneficially Owned | 93,927 |
| Percentage of All Shares and OP Units | ** (as presented in proxy table) |
Ownership alignment policies:
- Minimum stock ownership guideline for independent directors: hold ≥5x the cash‑eligible portion of annual base retainer within 5 years of election .
- Hedging prohibited for directors and employees; pledging by executive officers and certain employees requires Compensation Committee pre‑approval (policy stated company‑wide) .
Governance Assessment
- Strong oversight signal: Giliberto chairs the Audit Committee and is designated an “audit committee financial expert,” aligning his deep real estate/finance background with financial reporting oversight responsibilities .
- Independence and engagement: Identified as independent; committees are fully independent; aggregate attendance rates were high in 2024 and all directors attended the annual meeting, supporting effective oversight culture .
- Pay design aligns directors with shareholders: Mixed cash/equity with mandatory equity component (LTIP units) and time‑based vesting, plus robust ownership guidelines; no per‑meeting fees under normal cadence, which reduces short‑term incentives to add meetings .
- Risk controls: Hedging prohibited and pledging restricted; clawback policy in place for officers (company policy context); board conducts third‑party facilitated annual self‑evaluations and maintains regular executive sessions led by the Lead Independent Director .
RED FLAGS: No director‑specific red flags were identified in the 2025 proxy for Giliberto. Policies prohibit hedging and restrict pledging; committee independence and attendance were strong (as disclosed). Continue to monitor for any related‑party transactions in future filings and any changes to committee roles post‑2025 annual meeting .