Gordon H. Smith
About Gordon H. Smith
Gordon H. Smith, 72, has served on Host Hotels & Resorts’ Board since 2009 and is the Independent Lead Director. He is the former President & CEO of the National Association of Broadcasters (2009–Dec 2021), a senior advisor at Covington & Burling LLP, and previously completed two terms as a U.S. Senator from Oregon, with committee leadership across Commerce, Energy & Natural Resources, Finance (ranking member on International Trade & Global Competitiveness), Indian Affairs, and Foreign Relations (six years as chair of the European Affairs Subcommittee). He also directed and chaired the board of Smith Frozen Foods until its sale in 2024, and brings finance, policy, and cybersecurity oversight experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Broadcasters | President & CEO | 2009–Dec 2021 | Led industry policy and advocacy; top-level executive oversight |
| U.S. Senate (Oregon) | U.S. Senator | Completed second term in 2008 (two terms) | Ranking member, Senate Finance Subcommittee on International Trade & Global Competitiveness; chaired Senate Foreign Relations Subcommittee on European Affairs for six years; service on Commerce, Energy & Natural Resources, Finance, and Indian Affairs Committees |
| Smith Frozen Foods | Director of operations; Chairman of the Board | Until sale in 2024 | Led family business; business, finance, and marketing oversight |
| Covington & Burling LLP | Senior Advisor (Gov’t Affairs & International Trade) | Ongoing | Government affairs and trade advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Beasley Broadcast Group, Inc. | Director | Current | Public company board; no disclosed interlocks with Host management |
Board Governance
- Independent Lead Director; elected annually by the Board. Duties include presiding at executive sessions of independent directors, leading meetings when Chair not present, input on agendas and schedules, and serving as point of contact for non-management directors .
- Committee roles: Chair, Nominating, Governance & Corporate Responsibility (NGCR); Member, Culture & Compensation (C&C) .
- Independence: Determined independent under Nasdaq and Host standards (all directors except CEO and Executive Chairman are independent) .
- Attendance and engagement: Board met 4 times in 2024; independent directors held 4 executive sessions with the Lead Director presiding; 21 total Board and committee meetings; all directors attended the 2024 annual meeting; each director attended at least 75% of Board and relevant committee meetings .
- Committee activity in 2024: Audit (7 meetings), C&C (6 meetings), NGCR (4 meetings). Smith chairs NGCR (oversight of board composition, committee rotation, director pay, ESG policies) and serves on C&C (oversight of compensation, succession, culture dashboard) .
- Stock ownership and trading restrictions: Directors must hold stock equal to 5× annual cash retainer; hedging/derivatives, short sales, margin/pledging prohibited; compliance reviewed annually .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $168,750 | Includes Board retainer, committee membership/chair fees, Lead Director stipend; no per-meeting fees given 2024 meeting counts |
| Perquisites | $18,380 | Complimentary rooms/food/beverage and hotel services at Host or manager-operated properties |
| Tax Reimbursement on Perquisites | $16,530 | Taxes reimbursed per director program |
| Total Fixed Compensation | $203,660 | Sum of cash + perquisites + tax reimbursement |
Program details:
- Cash retainer $90,000; committee membership fees (Audit $15,000; NGCR $8,000; C&C $10,000); committee chair fees (NGCR $20,000; Audit $30,000; C&C $30,000); Lead Director $50,000; meeting fees apply only beyond standard meeting counts .
- Director stock ownership requirement: 5× cash retainer; all directors except Ms. Laing (joined 2022) have met guidelines .
Performance Compensation
| Component (2024) | Amount/Units | Vesting/Performance | Notes |
|---|---|---|---|
| Annual Stock Award | $180,000 | Fully vested upon grant; delivered as stock or deferred stock units | 9,740 shares/units granted based on $18.48 closing price on May 15, 2024 |
| Performance Metrics for Director Pay | N/A | No performance metrics disclosed for director compensation; equity awards to directors are not tied to TSR/financial goals (those apply to executives) |
Additional details:
- Most directors (including Smith) elected to defer the annual stock award into stock units under the Non-Employee Directors’ Deferred Stock Compensation Plan; dividend equivalents accrue .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Status |
|---|---|---|---|
| Beasley Broadcast Group, Inc. | Director | Not disclosed | No culture/compensation committee interlocks or insider participation at Host in 2024; none of Host’s executives served on boards/committees of entities with Host executives on their boards |
Expertise & Qualifications
- Government and public policy leadership; international affairs/trade; legal experience; six years as chair of Senate Foreign Relations Subcommittee on European Affairs; ranking member on Senate Finance Subcommittee (International Trade) .
- Business and finance experience from managing Smith Frozen Foods; knowledge of finance, accounting, and marketing .
- Insight into climate issues via Energy & Natural Resources Committee service; familiarity with IT/cybersecurity matters through committee work .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 145,855 shares | Includes deferred stock units and equivalents per director plan |
| Ownership as % of Shares Outstanding | <0.1% (asterisked in proxy) | Based on 698,671,372 shares outstanding (Feb 28, 2025) |
| 2024 Annual Director Stock Award | 9,740 shares/units | Fully vested grant; many directors elected deferral |
| Ownership Guideline Compliance | In compliance (directors must hold 5× cash retainer; all except Ms. Laing met) | Measured annually; deferrals count toward guideline |
| Hedging/Pledging | Prohibited for directors and executives | Annual certification; no pledged shares by directors |
Governance Assessment
Key findings relevant to board effectiveness and investor confidence:
- Independent lead oversight: Smith’s role centralizes independent checks-and-balances (executive sessions leadership, agenda influence, communication channel), strengthening governance where Chair and CEO are not independent .
- Committee leadership and ESG oversight: As NGCR Chair, Smith oversees board composition, rotation of committee chairs, director compensation, and ESG policies, aligning board skills with strategy and enhancing sustainability disclosure and risk oversight .
- Attendance and engagement: Board and committee attendance thresholds met; Smith presided over 4 independent director executive sessions; 100% director attendance at annual meeting supports active oversight .
- Alignment and ownership: Compliance with stringent 5× retainer stock ownership guideline and robust insider trading controls (no hedging/pledging) indicate strong alignment and risk discipline .
- Director pay structure: Balanced cash/equity mix; equity awards are fully vested and not performance-based for directors; perquisites are capped via program limits and tax reimbursements disclosed and modest relative to total pay .
RED FLAGS
- None identified: Independent status affirmed; no related-party transactions disclosed involving Smith; no Section 16(a) filing delinquencies; hedging/pledging prohibited and certified .
Potential considerations
- Director perquisites and tax reimbursement exist but are programmatic, disclosed, and subject to recommended spend limits ($30,000/year, $90,000 over three years), with transparency in amounts; not indicative of misalignment given the ownership guidelines and oversight framework .
- Time commitments monitored; Host policy caps public company board seats at four, with annual NGCR review of director commitments; all directors compliant .