Stephen V. Horn
About Stephen V. Horn
Stephen V. Horn (age 39) is Executive Vice President, Chief Financial Officer & Chief Accounting Officer at Empire State Realty Trust, responsible for finance, accounting, financial reporting, tax, and treasury. He joined ESRT in December 2020 as Deputy Chief Accounting Officer, was promoted to Chief Accounting Officer in February 2021, and became CFO on February 20, 2024; he is a CPA with BA and MS in Accounting from Michigan State University and previously spent over a decade at Ernst & Young, including an international capital markets rotation in London and service as Audit Senior Manager in New York (2017–2020) . ESRT’s pay-for-performance framework ties annual and long-term awards to Core FFO/share, same-store cash NOI growth, balance sheet, G&A leverage, leasing, ESG, and multi-year TSR; 2024 bonus paid at 199.4% of target for Horn, and the 2022–2024 PSU cycle paid at 96.1% on TSR outperformance versus the Nareit Office Index with operational/ESG achievement .
Company financial context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 592,409,000* | 598,670,000* | 615,766,000* |
| EBITDA ($) | 321,546,000* | 318,421,000* | 326,713,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Empire State Realty Trust | Deputy Chief Accounting Officer | Dec 2020–Feb 2021 | Joined to strengthen financial reporting and control environment . |
| Empire State Realty Trust | Chief Accounting Officer | Feb 2021–Feb 2024 | Led accounting; supported capital markets, forecasting, team succession . |
| Empire State Realty Trust | EVP, CFO & Chief Accounting Officer | Feb 2024–Present | Balance sheet execution, forecasting/budget upgrades, investor-facing role . |
| Ernst & Young LLP | Audit Senior Manager (NY); international capital markets rotation (London) | 2017–2020 (SM); prior roles over a decade | Audited REITs/real estate; capital markets experience . |
External Roles
No public company directorships or external board roles disclosed for Horn in the proxy/8-K materials .
Fixed Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | — | — | 400,000 |
| Target bonus (% of base) | — | — | 50% |
| Target bonus ($) | — | — | 200,000 |
| Actual bonus payout (% of target) | — | — | 199.4% |
| Actual bonus paid ($) | — | — | 398,750 |
Notes: Horn’s base was increased in 2024 in connection with promotion to CFO; target bonus set at 50% of base. He elected 100% cash for 2024 bonus (no bonus-premium LTIP election) .
Performance Compensation
Annual Incentive (2024 design and outcome for Horn)
| Metric | Weight (Horn) | Threshold | Target | Maximum | Actual result | Payout outcome |
|---|---|---|---|---|---|---|
| Core FFO per Share | 15% | $0.87 | $0.90 | $0.93 | $0.94 | 200% |
| Same-Store Cash NOI Growth (ex-Observatory) | 15% | -4.0% | -1.0% | +2.0% | +5.2% | 200% |
| Leasing | 5% | Combination metrics (p.39) | Combination | Combination | Committee-assessed | 188% |
| Balance Sheet | 20% | Subjective | Subjective | Subjective | Committee-assessed | 200% |
| G&A as % of Revenues | 10% | 9.4% | 9.2% | 9.0% | 8.9% | 200% |
| Sustainability Goals | 15% | 13/17 | 15/17 | 17/17 | 17/17 | 200% |
| Individual Goals | 20% | Subjective | Subjective | Subjective | Exceeded CFO goals (balance sheet, forecasting, team) | 200% |
| Total bonus outcome | 199.4% |
Bonus election: Horn took 100% in cash at face amount ($398,750) .
Long-Term Equity (LTIP units)
- 2024 Grants (March 13, 2024): Target mix 45% time-based, 55% performance-based; Horn’s target time-based $180,000, performance-based $220,000 (max $440,000) . Time-based vests 25% per year over 4 years; performance-based has a 3-year performance period (2024–2026), with 50% vesting at the end of the period and 50% one year later, subject to continued employment .
- Performance metrics (2024–2026 PSU design): 50% Relative TSR vs FTSE Nareit US Office Index; 30% Operational metrics (Core FFO/share, Manhattan leasing volume, Net Debt/Adjusted EBITDA) with a 3-year absolute TSR modifier (target 25% TSR increases; modifier can reduce operational component by up to 25% if TSR < target); 20% Sustainability metrics .
- Grant-date fair values per unit: market-based $6.11, operational $7.60, sustainability $8.39; time-based annual LTIP $8.06 (2024 grants) .
- SCT stock award breakout for 2024 (grant-date fair value): Time-based $179,996; Performance-based $439,988; Total $619,984 .
- Maximum value at 200% (based on grant-date stock price $9.87): Horn $630,318 .
Realized Vesting (2024)
| Name | Units vested (2024) | Value realized ($) |
|---|---|---|
| Stephen V. Horn | 4,875 | 47,490 |
Breakdown of Horn’s 2024 vesting: 4,061 time-based ($39,346) and 814 performance-based ($8,144) units .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 25,280 operating partnership/LTIP units; <1% of outstanding common stock and OP units . |
| Vested vs unvested (LTIP units) | Time-based: 15,492 vested of 77,094 total; Performance-based: 9,788 vested of 108,118 total . |
| Options | Company does not currently grant options; no option repricing permitted without shareholder consent . |
| Hedging/pledging | Hedging prohibited; pledging requires Compensation Committee pre-approval for holders of >$1mm in securities . |
| Ownership guidelines | Executive officers must hold ≥5x base salary within 5 years; awards carry a 2-year post-vest holding period . |
| Clawback | NYSE/Dodd-Frank-compliant clawback adopted Dec 1, 2023 for erroneously received incentive comp . |
No pledge arrangements for Horn are disclosed in the proxy; any pledge would require pre-approval under policy .
Employment Terms
-
Change-in-control severance agreement (double-trigger; applies to Horn):
- Cash: 2x (base salary + average bonus over last 3 years) upon termination without cause or for good reason within 2 years following a change in control; COBRA premium differential for up to 18 months .
- Restrictive covenants: non-compete 6 months; no-hire and non-solicit 2 years; confidentiality and mutual non-disparagement (indefinite) .
- Arbitration: JAMS (NYC); company pays arbitration costs; fee-shifting if executive prevails .
-
Potential payments (assumes 12/31/2024 termination; stock price $10.32): | Scenario (Horn) | Severance ($) | Pro-rated/earned cash bonus ($) | COBRA ($) | Unvested Time-based LTIP ($) | Unvested Performance LTIP ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:| | Involuntary without cause or good reason (no CIC) | — | — | — | 735,254 | 495,356 | 1,230,610 | | Involuntary without cause or good reason (following CIC) | 1,277,500 | 398,750 | 47,142 | 735,254 | 495,356 | 2,954,002 |
Insider Activity and Vesting/Selling Pressure
- Disclosed grants/vests: 2024 annual LTIP grants on 3/13/2024 (time- and performance-based) ; 2024 vesting of 4,875 LTIP units valued at $47,490 .
- Recent Form 4 filings: A Form 4 for Stephen V. Horn was filed on Feb 7, 2025 (CIK 0001834049) . An additional SEC Form 4 filing is recorded on Mar 17, 2025 (ownership XML) . Proxy tables for 2024 show vesting but do not indicate open-market sales by Horn; 2024 bonus was taken fully in cash (reducing incremental equity issuance via bonus election) .
Compensation Committee and Say-on-Pay Context
- Independent compensation consultant: Ferguson Partners; peer benchmarking used, with NYC peer subset; Horn’s 2024 LTIP “baseline” set at $400,000 in connection with promotion and relative experience .
- Committee independence and responsibilities; 5 meetings in 2024 .
- Best practices: double-trigger CIC; no tax gross-ups; clawback; robust stock ownership guidelines; no hedging; pledging only with pre-approval; no option repricing .
- Say-on-pay: ESRT highlights a 96% average say-on-pay outcome over four years, reflecting responsiveness to shareholder feedback . 2025 proxy solicits approval of 2024 NEO compensation .
Performance & Track Record
- 2024 individual performance highlights for Horn: collaborated on balance sheet execution (no floating-rate debt, leverage below peers), elevated investor-facing role, improved forecasting/budget processes, reorganized accounting leadership for efficiency .
- Pay-for-performance: 2024 bonus outcome at 199.4% reflects above-target results on Core FFO/share, NOI growth, G&A ratio, sustainability goals, leasing and balance sheet execution . 2022–2024 PSU cycle earned 96.1% driven by TSR outperformance vs Nareit Office Index and operational/ESG goals .
Equity Ownership & Alignment (Detail)
| Category | Units |
|---|---|
| Beneficially owned (all OP/LTIP units) | 25,280 |
| Time-based LTIP: vested / total awarded | 15,492 / 77,094 |
| Performance-based LTIP: vested / total awarded | 9,788 / 108,118 |
Compensation Structure Analysis
- Shift and design: For 2024, ESRT added a Balance Sheet metric, set threshold/target/max on each corporate metric, and lifted per-metric payout caps to 200%; Horn’s target bonus set at 50% of salary post-promotion . Long-term mix remained 55% performance-based / 45% time-based with clear TSR and operational/ESG alignment .
- Alignment and risk controls: Double-trigger CIC, no tax gross-ups, clawback, ownership guidelines (5x salary) and a 2-year post-vest holding period enhance alignment and deter short-termism; hedging barred, pledging tightly controlled .
Investment Implications
- Alignment: Horn’s incentive plan aligns directly to TSR, Core FFO/share, NOI growth, leverage, G&A efficiency, and sustainability—key REIT value drivers; 2024 outcomes near maximum indicate execution against rigorous targets and a strong balance sheet focus consistent with CFO responsibilities .
- Retention: Material unvested time- and performance-based LTIPs (vesting through 2027) and double-trigger CIC protections (2x cash multiple in a CIC termination) suggest manageable retention risk; non-compete/no-solicit restrictions add friction to departure .
- Selling pressure: 2024 vesting volume for Horn was modest (4,875 units, ~$47k), and 2024 bonus was taken fully in cash, limiting incremental equity issuance; no notable open-market sales are indicated in proxy disclosures, though recent Form 4s should continue to be monitored for any sales activity .
- Pay vs performance: The framework and outcomes (199.4% bonus; 96.1% PSU earnout for 2022–2024) support pay-for-performance calibration amid FY22–FY24 growth in revenues and EBITDA; continued delivery on TSR relative to office REIT peers and balance sheet strength should drive PSU realization and investor alignment .
S&P Global disclaimer: FY 2022–FY 2024 revenue and EBITDA values were retrieved from S&P Global.*