James F. Risoleo
About James F. Risoleo
President & CEO of Host Hotels & Resorts since January 2017; age 69; joined Host in 1996 (SVP Acquisitions & Development), became EVP & CIO in 2000, EVP & Managing Director of Europe in 2012, and led West Coast investments in 2015 before becoming CEO; prior roles include VP, Development at Interstate Hotels and SVP, Commercial Real Estate at Westinghouse Electric; admitted to the Bar of the State of Pennsylvania . 2024 performance under his leadership: Adjusted EBITDAre of $1,656 million (slightly above target), net income of $707 million, and 3- and 5-year TSR outperformance versus the NAREIT Lodging & Resorts Index (slight underperformance on 1-year) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Host Hotels & Resorts | President & Chief Executive Officer | 2017–present | Led capital allocation (acquired $1.5B of properties in 2024; issued $1.3B in notes; returned $632M to shareholders) and drove operational improvements; oversaw major capex programs (Hyatt Transformational Capital Program) . |
| Host Hotels & Resorts | EVP & Managing Director, Europe | 2012–2015 | Led European business activities . |
| Host Hotels & Resorts | EVP & Chief Investment Officer | 2000–2012 | Directed investment strategy and capital deployment . |
| Host Hotels & Resorts | SVP, Acquisitions & Development | 1996–2000 | Led acquisitions and development initiatives . |
| Interstate Hotels Corporation | Vice President, Development | Not disclosed | Development leadership prior to Host . |
| Westinghouse Electric Corporation | Senior Vice President, Commercial Real Estate | Not disclosed | Commercial real estate leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NAREIT | Past Chairman | Not disclosed | Industry leadership . |
| American Hotel & Lodging Association | Executive Committee Member | Not disclosed | Industry policy/advocacy . |
| U.S. Travel Association | CEO Roundtable Member | Not disclosed | Industry engagement . |
| Real Estate Roundtable | Member | Not disclosed | Policy forum . |
| Bar of the State of Pennsylvania | Member | Not disclosed | Legal credential . |
| Griffin Realty Trust (and predecessor) | Prior Public Company Director | Not disclosed | Prior board service . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,050,000 | 1,050,000 | 1,100,000 |
| Perquisites ($) | 482,815 | 386,359 | 105,896 |
| Tax reimbursements on perqs ($) | Not shown | Not shown | 72,219 |
Notes:
- 2024 target annual bonus increased to 175% of salary (from 170% in 2023) .
- Company reimburses taxes on certain perquisites (a governance caution), but provides no tax gross-ups on severance or change-in-control .
Performance Compensation
Annual Cash Incentive – Plan Design and 2024 Outcomes (CEO)
- Weighting: 56% Capex Cash Flow, 24% ROIC, 20% individual performance .
- 2024 results: Capex Cash Flow beat (underspent vs budget), ROIC below target; CEO’s individual performance rated “high” .
| Item | Threshold | Target | High | 2024 Actual | Weighting | Payout ($) |
|---|---|---|---|---|---|---|
| Capex Cash Flow ($) | 650,000,000 | 619,000,000 | 588,000,000 | 555,000,000 | 56% | 2,156,000 |
| ROIC (%) | 9.19% | 10.21% | 11.23% | 10.01% | 24% | 439,353 |
| Individual | — | — | — | High | 20% | 770,000 |
| Total Annual Incentive ($) | — | 1,925,000 target | — | — | — | 3,365,400 (175% of target) |
Long-Term Incentives – 2024 Grants and 2022–2024 Vesting Results
Plan design:
- 60% Performance-based RSUs: 50% relative TSR vs NAREIT Lodging & Resorts Index over 3 years, 50% Adjusted EBITDAre with annual targets set each year; all vesting at end of 3 years (cliff) .
- 40% Time-based RSUs: ratable vesting over 3 years .
- No stock options granted since 2016 .
2024 LTI grant (target value $8,975,000; RSUs determined using 60-day average price of $17.93):
| Component | Units (#) | Vesting |
|---|---|---|
| Time-based RSUs | 200,264 | Ratable over 3 years from 2/7/2024 |
| Performance RSUs – Relative TSR (target) | 150,198 | 2024–2026 period; cliff in 2027 |
| Performance RSUs – Adjusted EBITDAre (target) | 150,198 | 2024–2026 annual targets; cliff in 2027 |
| Total target RSUs | 500,660 | As above |
Performance outcomes for the 2022 grant (measurement 2022–2024):
| Metric | Units Eligible (High) | Units at Target | Units Earned | Units Forfeited |
|---|---|---|---|---|
| Adjusted EBITDAre | 256,204 | 128,102 | 205,225 | 50,979 |
| Relative TSR | 256,204 | 128,102 | 256,204 (93rd percentile) | — |
| Total | 512,408 | 256,204 | 461,429 | 50,979 |
Stock vested and options exercised in 2024 (realized):
- RSUs vested: 1,031,741 shares ($20,244,379 value) .
- Options exercised: 28,136 shares ($195,545 realized) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 2,232,621 shares (0.3% of outstanding) |
| Stock options exercisable | 14,671 options (ex. prices $19.93–$23.76; expiries 2025) |
| Unvested time-based RSUs (12/31/24) | 56,935 (2022), 127,840 (2023), 200,264 (2024); total 384, , total value $3,508,625 for 2024 tranche at $17.52 (see table) |
| Unearned performance RSUs (12/31/24) | 512,408 (2022), 503,370 (2023), 300,396 (2024); valuation disclosed using $17.52; note assumptions per footnote |
| Deferred Compensation balance | $12,313,535 (fully vested) |
| Ownership guidelines | Management directors (CEO/Chair) required to hold 6x salary; NEOs met requirements; 75% net-share retention until compliant; no 10b5-1 plans |
| Hedging/pledging | Prohibited; no pledged shares |
Snapshot of outstanding awards at 12/31/24 (partial extract):
| Award Type | Units (#) | Market value at $17.52 |
|---|---|---|
| Time-based RSUs (2024 grant) | 200,264 | $3,508,625 |
| Performance RSUs eligible (2022 grant) | 512,408 | $8,977,388 |
Notes: Performance RSU counts include differing assumption levels across tranches per disclosure; see footnotes in proxy .
Employment Terms
| Provision | Detail |
|---|---|
| Employment contract | None (no individual employment agreement) |
| Severance (no CIC) | CEO: 2x base salary + 2x 3-year avg bonus; 18 months benefits; equity acceleration for near-term tranches; requires release and one-year non-compete . Estimated payouts at 12/31/24: $8,551,467 cash; $37,964 benefits; $11,371,146 equity; $12,313,535 deferred comp; total $32,274,111 . |
| Change in control (double trigger) | CEO: 3x base salary + 3x 3-year avg bonus; pro rata target annual bonus; 18 months benefits; all unvested RSUs vest (performance at high); no tax gross-ups . Estimated payouts at 12/31/24: $12,827,200 cash; $1,925,000 target bonus; $36,328,053 equity; $37,964 benefits; $12,313,535 deferred comp; total $63,431,752 . |
| Clawbacks | 2012 misconduct/restatement recoupment policy; 2023 Nasdaq Rule 10D-1 compliant mandatory recovery for erroneously received incentive comp (3-year lookback) . |
| Non-compete | One-year non-compete required for severance eligibility . |
| Pension/SERP | None; no SERP; only non-qualified deferred compensation plan . |
Board Governance and Service
- Director since 2017; management director (not independent) .
- Board leadership: Chairman (Richard E. Marriott) separate from CEO; Lead Independent Director (Gordon H. Smith) with robust duties .
- Committees are fully independent; CEO is not a member of board committees .
- Meetings/attendance (2024): Board met 4 times; all directors attended ≥75% of meetings; 4 executive sessions of independent directors; 100% attendance at 2024 annual meeting .
- Director compensation: Employee directors (CEO/Chair) receive no director fees .
Director/Committee Roles and Independence Implications
- Dual role: CEO and director (not Chair) – mitigated by separation of Chair/CEO, independent Lead Director, and fully independent committees .
- Independence: 7 of 9 director nominees independent; only CEO and Chair are non-independent .
Compensation Structure Analysis
- Strong pay-for-performance: 91% of CEO’s 2024 target total direct compensation is variable; annual bonus 100% performance-based; LTI 60% performance-based on quantitative metrics (TSR, Adjusted EBITDAre) .
- Mix changes: 2024 salary +5% to $1.1M; target annual bonus raised to 175% of salary to align with market levels; LTI program unchanged from 2023, emphasizing quantitative goals and 3-year cliff vesting .
- No stock options since 2016 (lower risk vs options); no option repricing; no employment contracts .
- Governance positives: Clawbacks in place; no CIC/severance tax gross-ups; hedging/pledging prohibited; high investor support (93% say-on-pay in 2024; 95% in 2023) .
- Caution: Company provides tax reimbursements on perquisites (minor shareholder-unfriendly feature) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: ~93% (2024) and ~95% (2023) in favor .
- Engagement: Met with 203 institutions (IR) and engaged ESG-focused with 11 investors representing ~53% of shares; feedback supported compensation design; requests for clarity on ROIC metric .
Compensation Peer Group (Benchmarking)
- Uses 17-company peer set spanning REITs and lodging operators (e.g., Hilton, Hyatt, Marriott International); also uses general industry and McLagan survey data; Pay Governance LLC is independent advisor; committee does not target a fixed percentile .
Performance & Track Record (Company-level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($mm) | (741) | (11) | 643 | 752 | 707 |
| Adjusted EBITDAre ($mm) | (168) | 532 | 1,498 | 1,629 | 1,656 |
| Company TSR (Value of $100) | 80.25 | 95.39 | 90.99 | 116.04 | 109.66 |
| NAREIT Lodging & Resorts Index TSR (Value of $100) | 76.40 | 90.32 | 76.50 | 94.80 | 92.90 |
Additional 2024 operating indicators:
- Comparable hotel RevPAR +0.9% YoY; total RevPAR +2.1% YoY .
- Capital returns: $0.90/share dividends (5.1% yield at $17.52), $107M share repurchases at $16.99/share .
Risks, Red Flags, and Alignment
- Alignment: High ownership (0.3% O/S), stringent ownership/retention policy, hedging/pledging bans; all NEOs met ownership guidelines .
- Selling pressure: Significant RSU vesting scheduled through 2027; however, net-share retention (75% until compliant) reduces near-term selling; CEO is compliant, which may allow more discretion on sales .
- Severance/CIC Economics: Material potential payouts (CIC total $63.4M at 12/31/24) which can act as retention but may be viewed as generous; double-trigger structure mitigates windfall risk .
- Perquisites: Perq tax reimbursements persist (modest negative), but overall program avoids egregious features (e.g., no option repricing, no gross-up on CIC) .
Investment Implications
- Pay-for-performance is tight: Heavy use of objective metrics (Adjusted EBITDAre, relative TSR, ROIC) and high variable mix align CEO incentives with shareholder outcomes, supporting confidence in capital allocation and cash return discipline .
- Retention risk manageable: Robust equity holdings, deferred comp ($12.3M), and double-trigger CIC economics promote continuity through cycles; CEO is retirement-eligible as of 12/31/24, but board discloses active succession planning and internal bench strength .
- Supply/demand on stock: 2022–2024 PSU vesting (high TSR achievement; above-target EBITDAre) created meaningful equity realizations (e.g., 1.03M shares vested in 2024), with further vesting slated through 2027; monitor Form 4s around vest dates, noting policy-based retention requirements .
- Governance quality offsets dual-role concerns: Separation of Chair/CEO, empowered Lead Independent Director, independent committees, strong engagement, and high say-on-pay support governance robustness under Risoleo’s CEO/director duality .