Herman E. Bulls

About Herman E. Bulls

Herman E. Bulls (age 69) is an independent director of Host Hotels & Resorts, Inc. (HST) since 2021. He serves as Vice Chairman, Americas and an International Director at Jones Lang LaSalle (JLL), with 35+ years in real estate development, investment management, asset management, and operations; he previously co-founded and led Bulls Capital Partners and founded Bulls Advisory Group, and served nearly 12 years active-duty in the U.S. Army (retired as a Colonel in the U.S. Army Reserves in 2008) . At HST, he is a member of the Audit Committee and the Nominating, Governance & Corporate Responsibility (NGCR) Committee, and is designated an Audit Committee Financial Expert; the Board classifies him as independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee (member); NGCR Committee (member). Not a committee chair; current chairs are Diana M. Laing (Audit), Gordon H. Smith (NGCR), and A. William Stein (Culture & Compensation) .
• Independence: The Board determined Mr. Bulls is independent; seven of nine HST nominees are independent .
• Attendance: In 2024, the Board held 4 meetings (21 total Board+Committee meetings); each director attended at least 75% of the meetings of the Board and committees on which they served; 100% of directors attended the 2024 annual meeting; independent directors met in executive session after each quarterly Board meeting .
• Audit expertise: Each Audit Committee member is financially literate and qualifies as an “audit committee financial expert” (includes Mr. Bulls) .
• Time commitments: HST limits directors to no more than four public company boards; all directors are compliant (Mr. Bulls currently serves on HST, Comfort Systems USA, and Fluence Energy) .

Fixed Compensation

Director compensation program (structure):

• Cash: $90,000 annual retainer; committee membership fees: Audit $15,000; NGCR $8,000; Culture & Compensation $10,000; committee chair fees: Audit $30,000; NGCR $20,000; Culture & Compensation $30,000; Lead Director $50,000; no meeting fees unless exceeding thresholds .
• Equity: $180,000 annual stock award (fully vested); directors may defer into stock units; in 2024, all directors except Mr. Rakowich and Mr. Bulls deferred (i.e., Mr. Bulls took shares) .

Performance Compensation

• Directors do not receive performance-based pay at HST; the annual stock award is fully vested upon grant and not tied to performance metrics .
• Meeting fees apply only beyond set thresholds; in 2024, Board and committees did not exceed thresholds that trigger additional fees for most committees (Audit had 7 meetings; Culture & Compensation 6; NGCR 4) .

Other Directorships & Interlocks

• Related-party review: HST maintains a formal related-person transaction policy (>$120k threshold) overseen by the Audit Committee/Board; 2024 disclosures focus on Marriott International management agreements; no transactions involving Mr. Bulls disclosed .

Expertise & Qualifications

• Real estate and REIT expertise (35+ years across development, investment/asset management, operations) .
• Recognized governance leader (NACD Public Company Director of the Year; listed in 2024 Directorship 100) .
• ESG and corporate responsibility advisor (guides companies on sustainability, social justice, and governance) .
• IT/cybersecurity oversight through risk/audit committee experience; former chair of a Fortune 200 financial services risk committee .
• Audit Committee Financial Expert designation .
• HST’s skills matrix also credits him with real estate/lodging, sustainability/corporate responsibility, management/operations, accounting/auditing, investments/capital markets, corporate governance/risk, and IT/cybersecurity capabilities .

Equity Ownership

Governance Assessment

• Positives

  • Independent director with deep real estate, risk, and audit expertise; Audit Committee Financial Expert; serves on Audit and NGCR committees, which directly supports oversight of financial reporting, cybersecurity, sustainability, and board composition .
  • Board-wide attendance and engagement strong in 2024 (each director ≥75% of meetings; 100% annual meeting attendance; regular independent executive sessions) .
  • Ownership alignment: director stock ownership guideline (5x retainer) met; anti-hedging/anti-pledging policy in place .
  • Time commitments within HST policy (≤4 public boards), with two external public boards in addition to HST .

• Watch items / potential red flags

  • Director perquisites and associated tax reimbursements (Mr. Bulls: $35,502 perqs; $29,165 tax gross-up) may be viewed unfavorably by some investors, even though common in lodging REITs for on-property engagement; HST discloses and limits usage .
  • Executive role at JLL could theoretically create related-party exposure if JLL were to transact with HST; no such transactions were disclosed, and independence was affirmed by the Board’s annual review .
  • No Section 16(a) filing delinquencies in 2024 (compliance clean) .
  • Overall say-on-pay support remains high (93% in 2024), signaling broad investor confidence in HST’s pay governance, though Mr. Bulls does not sit on the Compensation Committee .

Summary: Bulls brings strong real estate, risk, and audit oversight credentials and is active on the Audit and NGCR committees, aligning with investor priorities on financial integrity, ESG oversight, and board refreshment. The main optics consideration is the director perquisite program with tax gross-ups; however, independence, attendance, ownership alignment, and time-commitment compliance are all solid under HST’s governance framework .