Steven J. Gilbert
About Steven J. Gilbert
Steven J. Gilbert is ESRT’s Lead Independent Director (age 77) and has served on the board since 2013. He sits on the Compensation, Finance, and Nominating & Corporate Governance Committees and will become Chair of the Compensation Committee following Thomas DeRosa’s retirement at the 2025 annual meeting. Gilbert’s background spans private equity, activism/defense, restructuring, and corporate governance; he holds a B.S. in economics from Wharton, a J.D. from Harvard Law School, and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soros Capital / Quantum Industrial Funds | Founder, CEO & CIO; Investment Advisor | Not disclosed | Activism, defense, bankruptcy/restructuring experience applied to governance |
| Chemical Venture Partners; Gilbert Global Equity Partners | Founder; Chairman (Gilbert Global Equity Partners, L.P.) | Not disclosed | Acquired/merged/sold >135 companies; extensive deal structuring |
| Lions Gate Films, Inc. | Principal Owner, Chairman & CEO | Not disclosed | Content production; cross-industry perspective (media) |
| Goodwin Procter; Harvard (Winthrop House, Constitutional Law TA) | Attorney; Senior Tutor; Teaching Assistant | Not disclosed | Legal training and academic governance exposure |
| Morgan Stanley & Co. | Corporate Finance | Not disclosed | Investment banking foundation |
| Board/Non-profit roles | CFR; Lauder Institute Board of Governors; NYU-Langone Trustee | Not disclosed | International relations; healthcare governance; policy influence |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| TRI Pointe Homes, Inc. (NYSE: TPH) | Chairman of the Board | Since 2013 | Real estate/homebuilder exposure |
| MBIA, Inc. (NYSE: MBI) | Chairman of the Board | Since 2011 | Specialized financial services oversight |
| The Fairholme Funds (NASDAQ: FAIRX) | Director | Since 2014 | Mutual fund governance |
| Oaktree Capital Group (formerly NYSE: OAK) | Lead Independent Director | Since 2016 | Alternative asset manager; company later went private |
Board Governance
- Independence and leadership: Gilbert is the Lead Independent Director; ESRT’s board is majority independent and holds executive sessions each regular meeting chaired by the Lead Independent Director .
- Committee assignments: Member of Compensation, Finance, and Nominating & Corporate Governance; will chair the Compensation Committee after DeRosa’s term ends at the 2025 annual meeting .
- Attendance: In 2024, aggregate attendance was 98% for Board, 98% Audit, 100% Compensation, 95% Finance, and 97% Nominating & Corporate Governance; each director attended at least 75% of meetings and all directors attended the 2024 annual shareholders meeting .
- Governance standards: Majority voting for directors, annual elections, proxy access, no poison pill; robust shareholder engagement and executive sessions for independent directors .
Fixed Compensation
Director compensation program (non-employee directors):
| Role | Annual Compensation Amount ($) |
|---|---|
| Independent Director Base Retainer | 200,000 (increased to 216,000 if Option 3 is elected) |
| Lead Independent Director | 75,000 |
| Audit Committee Chair | 25,000 |
| Compensation Committee Chair | 17,500 |
| Finance Committee Chair | 17,500 |
| Nominating & Corporate Governance Committee Chair | 15,000 |
| Committee Membership Fee (Audit) | 12,500 |
| Committee Membership Fee (Other Committees) | 7,500 |
| Meeting fee (over 8 meetings/year, >30 min) | 1,500 per meeting |
Program structure:
- Base retainer comprised of 60% equity ($120,000) vesting ratably over 4 years, plus 40% elected as: cash ($80,000), fully vested equity ($80,000), or 3-year vesting equity at 120% of face ($96,000). All directors have elected LTIP units over Restricted Shares to date .
2024 compensation for Steven J. Gilbert:
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 97,500 | Comprised of Lead Independent Director fee ($75,000) and membership fees for 3 non-audit committees (3 × $7,500 = $22,500) |
| Stock Awards (LTIP units) | 216,004 | $120,000 LTIPs (4-year vest) + $96,000 LTIPs (3-year vest, Option 3) at grant-date fair values ($8.95 and $8.84 per unit, grant date May 10, 2024) |
| Total | 313,504 |
Performance Compensation
- Not applicable for non-employee directors at ESRT. Director compensation consists of retainers, chair/member fees, and time-based LTIP equity; no director performance metrics (e.g., TSR, NOI) are used to determine director pay .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| TRI Pointe Homes, Inc. | Chairman | No ESRT-related conflict disclosed |
| MBIA, Inc. | Chairman | No ESRT-related conflict disclosed |
| The Fairholme Funds | Director | No ESRT-related conflict disclosed |
| Oaktree Capital Group | Lead Independent Director | No ESRT-related conflict disclosed |
- ESRT’s related party transactions primarily involve the Malkin Group (CEO-related); process governed by a formal policy with independent committee oversight. No related party transactions were disclosed for Gilbert .
Expertise & Qualifications
- Corporate governance and board transformation (DEI/ESG) with activism/defense and restructuring experience .
- Private equity and investment banking across multiple cycles; extensive transaction leadership (135+ acquisitions/mergers/sales) .
- Public company board experience across real estate, finance, and asset management; audit committee financial literacy noted from prior chair roles (general biography) .
- Education: Wharton (economics), Harvard Law School (J.D.), Harvard Business School (M.B.A.) .
Equity Ownership
| Metric | Amount |
|---|---|
| Class A Shares Beneficially Owned | 20,000 |
| Class B Shares Beneficially Owned | — |
| Operating Partnership Units Beneficially Owned (vested LTIPs) | 109,091 |
| Total Shares and OP Units Beneficially Owned | 129,091 |
| Percentage of All Shares and OP Units | Less than 1% |
| Unvested LTIP Units Outstanding | 64,938 (as of 12/31/2024) |
| Time-based LTIP Units (Vested/Total Awarded) | 109,091 / 174,029 |
| Performance-based LTIP Units (Vested/Total) | — / — |
Ownership alignment policies:
- Directors must hold common stock (including OP units/LTIPs) equal to ≥5× the portion of the annual base retainer eligible to be paid in cash, to be achieved within five years of board election .
- Hedging by directors is prohibited; pledging is restricted and generally requires pre-approval (policy specifies executives and certain employees; hedging prohibition explicitly covers directors) .
Governance Assessment
- Strengths: Gilbert provides seasoned independent leadership as Lead Independent Director with deep PE, restructuring, and governance experience; ESRT maintains robust governance (majority independence, majority voting standard, no poison pill) and strong engagement/Say-on-Pay (96% average over four years), bolstering investor confidence .
- Committee effectiveness: As incoming Compensation Committee Chair, Gilbert will oversee pay philosophy, incentive plans, clawback compliance, and stock ownership guidelines, with an independent consultant (Ferguson Partners) supporting director pay benchmarking—mitigating compensation risk and consultant conflicts via committee independence .
- Alignment: Gilbert elected more at-risk equity (Option 3) for part of his retainer and holds meaningful LTIP units; director equity is time-based, reinforcing retention/alignment without short-term metric gaming .
- Conflicts/Red flags: No related-party transactions disclosed for Gilbert; hedging prohibited; equity option repricing barred; no tax gross-ups. Watch item: multiple external board seats—however, ESRT guidelines cap at three other public company boards (Gilbert is at MBI, TPH, and FAIRX) and committees monitor capacity; Oaktree role is at a company that went private, further reducing overboarding concerns .
- Attendance/Engagement: Board/committee attendance was high in 2024, and directors attended the annual meeting, supporting board effectiveness and engagement .