Barry Sholem
About Barry A. Sholem
Barry A. Sholem (age 69) is an independent director of Hudson Pacific Properties, Inc. (HPP) since March 2023. He is Founder and Partner of Real Estate at MSD Partners, and currently Chairman and Senior Advisor of Real Estate at BDT & MSD Partners. Previously he was Chairman of DLJ Real Estate Capital Partners, a Managing Director at Credit Suisse First Boston, and head of the West Coast real estate group at Goldman Sachs. He holds a BA in Economics and Political Science from Brown University and an MBA from Northwestern University’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSD Partners, L.P. | Founder & Partner, Real Estate | Not disclosed | Built real estate investing platform |
| BDT & MSD Partners | Chairman & Senior Advisor, Real Estate | Current | Senior advisor across merchant bank’s real estate activities |
| DLJ Real Estate Capital Partners | Chairman; Co-founder | Prior | Led fund investing in broad range of real estate assets |
| Credit Suisse First Boston | Managing Director | Prior | Senior investment banking leadership |
| Goldman Sachs | Head, West Coast Real Estate Group | Prior | Led regional real estate investment group |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SITE Centers (NYSE: SITC) | Director | Current | Serves on Nominating and ESG Committee |
| Urban Land Institute | Member | Current | Industry thought leadership |
| Real Estate Roundtable | Member | Current | Policy dialogue for real estate industry |
| UC Berkeley Real Estate Advisory Board | Member | Current | Academic/industry advisory |
Board Governance
- Independence: HPP’s board is 90% independent; Sholem is designated independent under NYSE/SEC rules .
- Committees: Member, Nominating & Corporate Governance Committee (chair: Andrea Wong) and Sustainability Committee (chair: Christy Haubegger) .
- Attendance: Board held 4 meetings in 2024; all incumbent directors attended ≥75% of Board and committee meetings during their service period (exceptions noted for others; none for Sholem) .
- Lead Independent Director: Theodore Antenucci (since March 2023); presides over executive sessions at each regular Board meeting .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Component | HPP Director Program (2024) | Barry Sholem – 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $70,000 | $81,984 (incl. committee fees) |
| Committee Chair Fees | Audit $25,000; Comp $15,000; Governance $12,500; Sustainability $7,500 | Not a chair |
| Committee Member Fees | Audit $12,500; Comp $7,500; Governance $7,500; Sustainability $5,000 | Governance & Sustainability member fees included above |
| Annual Equity Award | $120,000 RSUs, vests in 3 equal annual installments | $120,000 RSUs granted; vests per program |
Performance Compensation
- Non-employee director equity grants are time-based RSUs; no performance-conditioned metrics disclosed for directors .
| Equity Award | Grant Date | Number of RSUs | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU | May 15, 2024 | 40,213 RSUs (as of 12/31/2024) | $120,000 | 3 equal annual installments on each anniversary of May 15, 2024 |
No director performance metrics (e.g., TSR, EBITDA) are tied to Sholem’s compensation; equity is solely time-based .
Other Directorships & Interlocks
- Public boards: SITE Centers (Nominating & ESG Committee) .
- Shared directorships/conflicts: No related-party transactions involving Sholem disclosed; HPP prohibits hedging/pledging by directors .
Expertise & Qualifications
- Real estate investment leadership across top-tier institutions (MSD Partners, Goldman Sachs, DLJ/CSFB) .
- Capital markets and investment strategy expertise; memberships in ULI, Real Estate Roundtable; advisory role at UC Berkeley .
- Education: Brown University (BA, Econ/Poli Sci); Northwestern Kellogg (MBA) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 91,089 shares/units beneficially owned; <1% of outstanding common stock |
| RSUs Outstanding | 40,213 RSUs as of 12/31/2024 |
| Ownership Guidelines | Directors must hold ≥4x annual cash retainer; as of 1/1/2025 only Haubegger and Wong were noted as not in compliance due to stock price fluctuations (no exception noted for Sholem) |
| Hedging/Pledging | Prohibited for directors; policy in place and compliance indicated |
Governance Assessment
- Board effectiveness: Sholem adds deep institutional real estate and capital markets experience; active roles on Governance and Sustainability committees support oversight of governance and ESG strategy .
- Independence/engagement: Independent status; no attendance exceptions; committee participation aligned with governance quality focus .
- Compensation alignment: Director pay mix balanced (cash + time-based RSUs), with multi-year vesting reinforcing long-term alignment; no performance-linked equity for directors, consistent with market practice .
- Conflicts/red flags: No related-party transactions or pledging/hedging by Sholem disclosed; strong corporate policies (clawback, anti-hedging/pledging, stock ownership) bolster investor confidence .
Context signal: HPP’s 2024 say-on-pay earned ~91.3% support, indicating broader shareholder acceptance of the company’s compensation and governance approach .