A. William Stein
About A. William Stein
A. William Stein (age 71) has served on Host Hotels & Resorts’ Board since 2017. He is an independent director, the Culture and Compensation Committee Chair, a member of the Audit Committee, and qualifies as an Audit Committee financial expert. Stein is Executive Managing Director and Chief Investment Officer of Primary Digital Infrastructure and previously served as CEO, CFO and CIO of Digital Realty Trust; he is admitted to the Pennsylvania and Florida bars .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Realty Trust | Chief Executive Officer; Director | 2014 – Dec 2022 | Led sustainability program; won NAREIT “Leader in the Light” six times |
| Digital Realty Trust | Chief Financial Officer; Chief Investment Officer | Prior to CEO | Corporate governance, executive compensation experience |
| GI Partners | Investment professional | Prior to Digital Realty (joined DLR in 2004) | Private equity investing |
| The PNC Financial Services Group | Co-head, VentureBank@PNC; Media & Communications Finance | Prior role | Financing leadership |
| TriNet Corporate Realty Trust (acquired by iStar) | President & Chief Operating Officer | Prior role | REIT operating experience |
| Westinghouse Electric; Westinghouse Financial Services; Duquesne Light Company | Senior investment/financial management roles | Prior roles | Financial and operating management |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Primary Digital Infrastructure | Executive Managing Director & CIO | Operating role | Digital economy infrastructure financing |
| Verne Global | Chairman of the Board; Director | Private company | Data center operator |
| Salute Mission Critical | Director | Private company | Mission critical services |
| Crusoe Energy | Advisory Board member | Advisory | Energy & compute |
| Pennybacker Capital | Advisory Board member | Advisory | Investment advisory |
| Related Companies (datacenter development fund) | Senior Adviser | Advisory | Development fund adviser |
| University of Pittsburgh | Chancellor’s Global Advisory Council | Advisory | Global ESG perspective |
| Bars (PA, FL) | Member | Professional | Legal credentials |
Board Governance
- Independence: The Board determined Stein is independent under Nasdaq and Host standards .
- Committee assignments and roles:
- Culture & Compensation Committee – Chair; 6 meetings in 2024; oversees executive pay, succession, culture dashboard, and compensation risk .
- Audit Committee – Member; 7 meetings in 2024; all members are “financial experts”; oversees financial reporting, internal controls, cyber risk .
- Attendance and engagement:
- Board met 4 times in 2024; total 21 Board and committee meetings; executive sessions of independent directors after each quarterly meeting; 100% of Board attended the 2024 annual meeting; each director attended at least 75% of meetings of Board/committees on which they served .
- Lead Independent Director & governance framework: Host maintains separate Chair/CEO roles and a Lead Independent Director with robust responsibilities; majority-independent Board; regular executive sessions; majority voting and director resignation policy; proxy access; strong sustainability oversight .
Fixed Compensation
| Component | 2024 Program Terms | Stein 2024 Amount |
|---|---|---|
| Annual cash retainer | $90,000 per year | Included in cash fees (below) |
| Committee membership fees | Audit: $15,000; Culture & Compensation: $10,000 per year | Included in cash fees |
| Committee chair fee | Culture & Compensation Chair: $30,000 per year | Included in cash fees |
| Lead Director fee | $50,000 (Lead Director, not Stein) | N/A |
| Meeting fees | $1,500 per meeting in excess of baseline | Included as applicable |
| Annual stock award | $180,000; fully vested; 9,740 shares/units in 2024; most directors deferred to stock units | $180,000; 9,740 units (Stein deferred) |
| Perquisites | Complimentary rooms/F&B; recommended $30k/year, $90k/3yr limit; tax reimbursements for perqs | $10,356 perqs; $6,719 tax reimbursements |
| Total cash fees | — | $127,000 |
| Total director compensation | — | $324,075 |
Performance Compensation
- Directors do not receive performance-based equity; annual director stock awards are fully vested upon grant (or deferred into stock units), with no TSR/EBITDA metrics applied to director equity awards . | Metric | Applies to Director Awards? | |---|---| | Relative TSR | No | | Adjusted EBITDAre | No |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S. public boards | None (blank in nominee summary) |
| Prior U.S. public boards | Digital Realty Trust |
| Notable board network | Another Host director, Mary Hogan Preusse, is currently on Digital Realty’s board (potential network interlock; not a disclosed conflict) |
Expertise & Qualifications
- Over 30 years of investment, financial and operating management experience; deep REIT and real estate knowledge .
- Corporate governance and executive compensation leadership; former CEO and CFO/CIO; Audit Committee financial expert .
- IT infrastructure and cybersecurity expertise from data center leadership; ongoing cyber oversight at Host via Audit Committee .
- ESG leadership (co-chair of NAREIT DEI CEO Council; repeated sustainability awards at Digital Realty; University of Pittsburgh global advisory) .
Equity Ownership
| Item | Amount / Policy | Notes |
|---|---|---|
| Shares owned | 79,416 | <0.1% of outstanding; includes common stock equivalents per plan methodology |
| 2024 annual stock award | 9,740 shares or stock units | Stein deferred into stock units |
| Ownership guidelines | 5x annual cash retainer for independent directors; all directors met requirement except Ms. Laing; Stein compliant | |
| Hedging/pledging | Prohibited; executives and directors certify compliance; no securities pledged |
Governance Assessment
- Strengths: Independent director; chairs a fully independent Compensation Committee that uses an independent consultant (Pay Governance); no committee interlocks; strong Say-on-Pay outcomes (93% approval in 2024; 94% approval of equity plan) signaling investor support .
- Board effectiveness: Robust governance (majority independence, lead director, majority voting, proxy access), active refreshment and chair rotations; Stein appointed C&C Chair in May 2024 to strengthen compensation oversight .
- Risk oversight: Audit Committee (of which Stein is a member) oversees cybersecurity; Host reports no material cyber incidents over last three years, with structured NIST-aligned controls .
- Alignment: Director stock ownership guidelines (5x retainer) and prohibition on hedging/pledging enhance alignment; Stein holds common stock/units and meets guidelines .
- Conflicts: No related-party transactions disclosed for Stein; Host’s related-party disclosures primarily concern Marriott International due to the Chairman’s family ties—no indication of Stein involvement .
- RED FLAGS: Host reimburses taxes on director and executive perquisites (tax gross-ups on perqs), which some investors view unfavorably; monitor scope/quantum—Stein’s 2024 perq taxes reimbursed were $6,719 .
- Time commitments: Host policy caps directors at four public boards; Stein has no current public company boards, within policy .
- Attendance: Board-level attendance was robust (each director ≥75% of meetings; 100% annual meeting attendance), supporting engagement and effectiveness .