Julie P. Aslaksen
About Julie P. Aslaksen
Executive Vice President, General Counsel & Secretary of Host Hotels & Resorts, Inc. since November 2019; age 50. Prior to Host, she was VP & General Counsel at General Dynamics Information Technology (2017–2019) and spent 14 years at General Dynamics Corporation as Staff VP, Deputy General Counsel & Assistant Secretary, bringing deep legal, corporate governance, and transaction execution expertise to Host’s executive team . Company performance under current leadership: 2024 net income $707 million and Adjusted EBITDAre $1,656 million, with cumulative TSR value of $109.66 vs peer group $92.90 over 2019–2024, evidencing strong shareholder value creation in her tenure window . Say‑on‑pay support remained robust (≈93% in 2024), signaling investor alignment with compensation structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Dynamics Information Technology (GDIT) | Vice President & General Counsel | 2017–2019 | Led legal function for large defense/IT contractor; oversight of regulatory, contracts, and enterprise risk . |
| General Dynamics Corporation | Staff VP, Deputy General Counsel & Assistant Secretary | 14 years (through 2017) | Senior legal leadership across corporate governance, transactions, and compliance; supported complex, multi‑year programs . |
Fixed Compensation
Multi‑year compensation components:
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $500,000 | $510,000 | $550,000 |
| Non‑Equity Incentive (Annual Cash) | $692,400 | $952,300 | $961,600 |
| Stock Awards (Grant‑date fair value) | $1,454,595 | $1,764,861 | $1,531,651 |
2024 incentive targets:
| Item | Value | Notes |
|---|---|---|
| Target Annual Incentive (% of Salary) | 100% | Target award $550,000 . |
| Actual Payout (% of Target) | 175% | Total payout $961,600 . |
Performance Compensation
2024 Annual Cash Incentive design and results for Ms. Aslaksen:
| Metric | Weight | Threshold | Target | High | Actual | Ms. Aslaksen Payout |
|---|---|---|---|---|---|---|
| Capex Cash Flow (lower spend = higher achievement) | 56% | $650,000,000 | $619,000,000 | $588,000,000 | $555,000,000 | $616,000 |
| ROIC (weighted hotel‑level) | 24% | 9.19% | 10.21% | 11.23% | 10.01% | $125,529 |
| Individual Performance | 20% | — | — | High | High | $220,000 |
| Total Annual Incentive | — | — | — | — | — | $961,600 (175% of target) |
Long‑Term Incentive (LTI) structure (2024 grants):
- 60% performance‑based RSUs (50% 3‑year Relative TSR vs NAREIT Lodging & Resorts Index; 50% Adjusted EBITDAre measured annually over 2024–2026, vest at end of 3 years) .
- 40% time‑based RSUs vest ratably over three years (grant date 2/7/2024) .
2024 performance targets/outcomes:
- Adjusted EBITDAre: Threshold $1,472m; Target $1,635m; High $1,799m; Actual $1,656m (slightly above target) .
- Relative TSR (percentiles): Threshold 30th; Target 50th; High 75th; 2022–2024 actual for prior cycle = 93rd percentile (High) .
Performance RSUs earned (2022 grant cycle vesting in 2025):
| Metric | RSUs Granted (Target) | RSUs Earned | RSUs Forfeited |
|---|---|---|---|
| Adjusted EBITDAre (2022–2024) | 17,669 | 28,307 | 7,031 |
| Relative TSR (2022–2024) | 17,669 | 35,338 | — |
2024 LTI grant sizing (target) for Ms. Aslaksen:
| Component | Target $ | Units (Target) |
|---|---|---|
| Time‑based RSUs | — | 26,776 |
| Relative TSR RSUs | — | 20,082 |
| Adjusted EBITDAre RSUs | — | 20,082 |
| Total RSUs (Target) | $1,200,000 | 66,940 |
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial Shares Owned | 234,764 common shares; <0.1% of shares outstanding (as denoted “*”) . |
| Unvested Time‑Based RSUs (12/31/2024) | 26,776 units; market value $469,116 . |
| Unvested Performance‑Based RSUs (12/31/2024) | 40,164 units; market/payout value $703,673 . |
| Stock Options | None outstanding/unexercisable listed for Ms. Aslaksen . |
| Ownership Guidelines | Senior management must own stock equal to a multiple of salary; retain 75% of net shares until compliant; all NEOs met required ownership levels in 2024 . |
| Hedging/Pledging | Prohibited; executives annually certify compliance; no pledges by executives/directors . |
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Role | Joined Host in November 2019 as EVP, General Counsel & Secretary . |
| Employment Contracts | Company has no individual employment contracts with executive officers . |
| Severance (without cause/for good reason) | 1× current base salary + 1× average annual cash incentive (prior 3 years); health & welfare benefits up to 18 months; one‑year non‑compete; partial RSU acceleration as described . |
| Change‑in‑Control (double trigger) | 2× salary + 2× average annual cash incentive; pro‑rata annual incentive at target; 18 months benefits; full RSU acceleration (performance RSUs vest at “high” level) . |
| Clawbacks | 2012 misstatement‑based recoupment policy; 2023 Dodd‑Frank Rule 10D‑1 compliant recovery policy (3‑year lookback) . |
| Deferred Compensation | Executive Deferred Compensation Plan; 2024 contributions $76,184; company match $30,240; aggregate balance $173,563; withdrawals $28,690 in 2024 . |
| Perquisites | Limited, with tax reimbursements; 2024 perqs $24,586 and tax reimbursements $20,197 . |
| Tax Gross‑Ups | No tax gross‑ups on severance/change‑in‑control . |
Estimated payouts (12/31/2024):
- Severance (no CIC): termination payment $1,418,767; RSUs $1,558,334; benefits $56,227; deferred comp $173,563; total $3,206,890 .
- Change‑in‑Control (double trigger): termination payment $2,837,533; pro‑rata target annual incentive $550,000; RSUs $4,894,790; benefits $56,227; deferred comp $173,563; total $8,512,113 .
Investment Implications
- Strong alignment: Heavy weight to quantitative, multi‑year performance RSUs (Adjusted EBITDAre and relative TSR) and prohibition on hedging/pledging—reduces misalignment risk; NEO ownership guideline compliance further supports alignment .
- Retention risk: Change‑in‑control double‑trigger package (~$8.5 million estimated) plus full RSU acceleration suggests high retention incentives during strategic events; one‑year non‑compete adds protective moat .
- Near‑term selling pressure: Time‑based RSUs vest annually, but 3‑year cliff for performance RSUs tempers immediate supply; covered share retention requirement (75%) further mitigates selling pressure .
- Pay for performance: 2024 bonus paid at 175% of target driven by capex cash flow over‑achievement and high individual performance; ROIC below target underscores balanced use of multiple metrics; continued TSR outperformance corroborates incentive design effectiveness .
- Governance quality: No individual contracts or tax gross‑ups; robust clawbacks; high say‑on‑pay support signal investor confidence and reduced governance red flags .