Diana M. Laing
About Diana M. Laing
Diana M. Laing (age 70) is an independent director of Host Hotels & Resorts, Inc. (HST) since 2022. She is a seasoned corporate finance executive and audit committee financial expert, with 35+ years as CFO and extensive experience across accounting, financial reporting, capital markets, risk management, IT/cybersecurity, and corporate governance; she began her career as an auditor at Arthur Andersen & Co. . She currently chairs HST’s Audit Committee and serves on the Nominating, Governance and Corporate Responsibility (NGCR) Committee; the Board determined she is independent under Nasdaq and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Homes 4 Rent | Chief Financial Officer | Until June 2018 | Executive-level finance leadership; public REIT CFO |
| Alexander & Baldwin | Interim Chief Financial Officer | Nov 2018 – May 2019 | Interim CFO of REIT; finance/accounting oversight |
| Thomas Properties Group, Inc. | CFO & Corporate Secretary | Not disclosed | Finance, reporting; governance and secretary function |
| New Pacific Realty Corporation | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Arden Realty | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Arthur Andersen & Co. | Auditor | Early career | Foundation in accounting/auditing |
External Roles
| Company | Role | Status | Committees/Notes |
|---|---|---|---|
| CareTrust REIT | Director | Current | Public company board service |
| Alexander & Baldwin | Director | Current | Public company board service |
| The Macerich Company | Director | Current | Public company board service |
| Spirit Realty Capital | Director | Prior | Former public company board service |
| Various (unspecified) | Audit Committee service | Prior | Significant prior audit committee experience |
Board Governance
- Committee leadership and membership: Audit Committee Chair; NGCR Committee member .
- Audit Committee meetings in 2024: 7; NGCR Committee meetings in 2024: 4; Culture & Compensation Committee meetings in 2024: 6; Board met 4 times in 2024; 21 total Board and Committee meetings in 2024 .
- Attendance and engagement: Each director attended at least 75% of Board and relevant committee meetings; all directors attended the annual meeting in 2024; independent directors met in executive session after each quarterly Board meeting (4 executive sessions) .
- Independence and qualifications: Laing is independent and qualifies as an “audit committee financial expert”; all committee members are independent under Nasdaq rules .
Fixed Compensation
Program components (non‑employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Base director retainer |
| Audit Committee membership fee | $15,000 | Per member |
| NGCR Committee membership fee | $8,000 | Per member |
| Culture & Compensation membership fee | $10,000 | Per member |
| Audit Committee Chair fee | $30,000 | Chair premium (Laing) |
| NGCR Committee Chair fee | $20,000 | Chair premium (Smith) |
| Culture & Compensation Chair fee | $30,000 | Chair premium (Stein) |
| Lead Director retainer | $50,000 | Lead Independent Director (Smith) |
| Meeting fees | $1,500 | Only if meetings exceed thresholds (Board >6; NGCR >6; Comp >6; Audit >8) |
2024 actual cash and perquisites (Laing):
| Year | Fees Earned/Paid in Cash | Perquisites (Hotel Services) | Tax Reimbursement on Perqs | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $125,500 | $5,804 | $4,934 | $10,738 | $316,238 |
Notes:
- No meeting fees paid in 2024 given meeting counts remained within thresholds (Board 4; NGCR 4; Audit 7; Comp 6) .
- Perquisites include complimentary rooms, F&B, and hotel services at Host properties or major operators; taxes associated with this benefit are reimbursed .
Performance Compensation
Annual equity award (non‑employee directors):
| Grant Date | Award Type | Grant Value | Shares/Units | Vesting | Deferral Election |
|---|---|---|---|---|---|
| May 15, 2024 | Annual director stock award | $180,000 | 9,740 shares or stock units (based on $18.48 close) | Fully vested upon grant | Laing deferred (all directors except Rakowich and Bulls deferred) |
Performance metric structure:
| Metric Category | Details |
|---|---|
| Pay-for-performance metrics | None; director equity is fully vested and not subject to performance targets |
| Deferral mechanics | Directors may defer annual equity and cash fees into stock units; settlement in shares post‑service per elected schedule |
| Hedging/pledging | Prohibited under Director Stock Ownership policy |
Other Directorships & Interlocks
| Company | Sector/Type | Potential Interlock/Conflict |
|---|---|---|
| CareTrust REIT | Healthcare REIT | No disclosed related‑party transactions with Host |
| Alexander & Baldwin | Commercial properties (Hawaii) | No disclosed related‑party transactions with Host |
| The Macerich Company | Retail/mall REIT | No disclosed related‑party transactions with Host |
| Spirit Realty Capital (prior) | Net lease REIT | No disclosed related‑party transactions with Host |
Notes:
- Director time‑commitment policy caps at four public boards (including Host); all directors are compliant per annual review .
Expertise & Qualifications
- Corporate finance, accounting, auditing, capital markets, and corporate strategy (audit committee financial expert) .
- Governance, sustainability and LEED® property development/ownership experience .
- IT and cybersecurity oversight, including assessments, controls, protocols, training, monitoring, and incident response from prior CFO roles .
- Skills matrix: Laing flagged for real estate/lodging, management/operations, accounting/CFO/auditing, investments/capital markets, corporate governance/risk management, IT/cybersecurity .
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding | Ownership Guideline | Compliance Status | Notes |
|---|---|---|---|---|---|
| Diana M. Laing | 26,578 | <0.1% (less than 1/10th of 1%) | 5x annual cash retainer (includes stock units under the directors’ plan) | All directors have met except Laing (joined Board in 2022; within 5‑year transition) | Directors prohibited from hedging, derivatives trading, and pledging Host stock |
Governance Assessment
-
Positives
- Independent director and Audit Committee Chair with deep CFO/audit credentials; qualifies as audit committee financial expert .
- Active oversight: Audit Committee met 7 times in 2024; Board held 4 meetings; independent directors met in executive session each quarter; all directors attended the 2024 annual meeting .
- Alignment via equity: Annual stock award ($180,000) with Laing electing deferral into stock units; dividends credited as equivalents on deferred units .
-
Watch items / RED FLAGS
- Ownership guideline shortfall: Laing has not yet met the 5x retainer stock ownership requirement (joined in 2022; within permitted 5‑year transition) .
- Tax gross‑ups for director perquisites: Company reimburses taxes on complimentary hotel benefits (Laing: $5,804 perqs + $4,934 tax reimbursement in 2024) .
- Time commitments: Policy limit is four public company boards; Laing currently serves on three other public boards, with overall director compliance noted—monitor capacity and audit chair workload .
-
Independence/Conflicts
- Board’s annual independence review found Laing independent; NGCR Committee reviews director relationships and potential conflicts; no related‑party transactions disclosed involving Laing .
-
Audit oversight quality
- The Audit Committee (chaired by Laing) oversees independent auditors (KPMG), internal auditors (PwC), audit scope, fees, independence, internal controls, and quarterly/annual financial statement reviews; 2024 10‑K inclusion recommended by Audit Committee .