Michael Nash
About Michael Nash
Michael Nash (age 64) is an independent director of Hudson Pacific Properties (HPP), serving since January 2024; he sits on the Audit and Investment Committees and is deemed financially literate by the Board . He previously co‑founded and chaired Blackstone Real Estate Debt Strategies and served as Executive Chairman of Blackstone Mortgage Trust; earlier he led Merrill Lynch’s Real Estate Principal Investment Group—Americas; Nash holds an MBA from NYU Stern and a BS in Accounting from SUNY Albany .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Real Estate Debt Strategies | Co‑Founder and Chairman | Prior to 2024 (not current) | Investment committee member for Blackstone REDS and Blackstone Real Estate Advisors |
| Blackstone Mortgage Trust (NYSE: BXMT) | Executive Chairman | Prior to 2024 (not current) | Leadership at a public mortgage REIT |
| Merrill Lynch | Head, Real Estate Principal Investment Group—Americas | Prior | Led principal real estate investing for the Americas |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Blackstone Mortgage Trust | Executive Chairman | Past | Public company board/leadership experience |
| Blackstone REDS/RE Advisors | Investment Committee Member | Past | Capital markets and real estate debt expertise |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Investment Committee .
- Independence: Classified as independent under NYSE and SEC standards .
- Attendance: Board met 4 times in 2024; Nash attended ≥75% of Board/committee meetings but missed one Audit Committee meeting; Audit Committee met 4 times .
- Audit Committee assessment: Board determined Nash is financially literate; Audit Committee Chair (Linehan) is the designated “Audit Committee Financial Expert” .
- Investment Committee activity: The Investment Committee did not meet in 2024 .
- Executive sessions: Independent directors meet in executive session each regular Board meeting; led by the Lead Independent Director .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non‑employee director retainer |
| Committee member fees | $12,500 (Audit Committee member) | Investment Committee membership not listed for additional pay |
| Equity grant (annual) | $120,000 grant‑date value | RSUs vest in three equal annual installments |
| Nash 2024 cash fees | $61,875 | Actual cash paid in 2024; prorated due to January 2024 appointment |
| Nash 2024 stock awards | $167,541 | Includes May 15, 2024 annual RSU award and a January 2024 prorated RSU grant |
| Nash 2024 total | $229,416 | Sum of fees and stock awards |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Annual Director RSUs | May 15, 2024 | Number determined by $120,000 / closing price | $120,000 | Vests in three equal annual installments on each of the first three anniversaries of May 15, 2024 |
| Prorated RSU (upon appointment) | January 2024 | 5,106 RSUs | Included in 2024 stock awards total | Prorated portion of 2023 annual RSU award for new directors; standard RSU terms apply |
Policies: Anti‑hedging and anti‑pledging apply to directors; clawback policy for erroneously paid compensation (executive officers) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Blackstone Mortgage Trust (past) | Public REIT | Executive Chairman | No HPP related‑party transactions disclosed involving Nash; ongoing monitoring prudent given historical Blackstone ties |
| Blackstone REDS/RE Advisors (past) | Private funds | Investment Committee Member | Prior affiliation; no related‑party transactions disclosed |
Expertise & Qualifications
- Capital markets and real estate debt expertise; institutional real estate investing track record .
- Financial literacy recognized by the Board; Audit Committee membership; advanced degree (MBA/Finance) .
- Industry experience across real estate debt and principal investing .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common + units) | 1,702 shares/units | Below 1% of outstanding common stock; as of April 1, 2025 |
| RSUs held (unvested) | 24,530 RSUs (as of 12/31/2024) | Director RSUs vest over 3 years from May 15, 2024 |
| Director ownership guideline | 4x annual cash retainer | Compliance window: 4 years from becoming subject to guideline; as of Jan 1, 2024 all directors were in compliance (Jan 1, 2025 non‑compliance noted for two directors due to stock price only) |
Governance Assessment
- Strengths: Independent director with deep debt markets and capital allocation experience; serves on Audit and Investment Committees; Board policies prohibit hedging/pledging, and maintain ownership guidelines—positive alignment signals .
- Attendance: Missed one Audit Committee meeting in 2024; otherwise ≥75% attendance—manageable but worth tracking if recurring .
- Conflicts/Related parties: Proxy discloses no related‑party transactions involving Nash; prior Blackstone affiliations warrant routine conflict screening for any HPP transactions with Blackstone‑related entities .
- Compensation alignment: Director pay is standard for HPP (cash + time‑vested RSUs); annual RSU grants vest over 3 years, supporting long‑term alignment; no performance‑based director equity noted (reduces pay‑for‑performance linkage but consistent with market practice) .
- Board effectiveness: Investment Committee did not meet in 2024, limiting observable engagement in that forum; Audit Committee met 4 times with Nash as member; Board maintains executive sessions and robust governance practices (majority voting, no staggered board) supporting oversight quality .
Data Notes:
- All data sourced from HPP DEF 14A (April 23, 2025) and cited above.