Mary Hogan Preusse
About Mary Hogan Preusse
Independent director of Host Hotels & Resorts, Inc. (HST) since 2017; age 56. Founder and principal of Sturgis Partners; previously Managing Director and Co-Head of Americas Real Estate at APG Asset Management U.S. (2000–2017) and former sell-side REIT analyst; began career at Merrill Lynch. Recognized as an Audit Committee financial expert; currently serves on HST’s Audit Committee and Culture & Compensation Committee. Current public company boards: Digital Realty Trust, Kimco Realty, and Realty Income .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APG Asset Management U.S. | Managing Director & Co-Head of Americas Real Estate; Executive Board Member | 2000–2017 (Exec Board 2008–2017) | Managed all public real estate investments in the Americas |
| Sell-side (REIT Coverage) | Equity Research Analyst | ~8 years | Sector expertise in REITs |
| Merrill Lynch | Investment Banking Analyst | Not disclosed | Early career in IB |
| NAREIT | Advisory Board of Governors; Founder/former co-chair Dividends Through Diversity, Equity & Inclusion Steering Committee | Ongoing | Industry leadership and ESG engagement; E. Lawrence Miller Industry Achievement Award (2015) |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Digital Realty Trust | Director | Current public board |
| Kimco Realty | Director | Current public board |
| Realty Income | Director | Current public board |
| NAREIT | Advisory Board of Governors | Founder/former co-chair, DEI Steering Committee |
Board Governance
| Committee | Role | 2024 Meetings | Oversight Scope |
|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 7 | Financial reporting, internal controls, cybersecurity, auditor oversight; all members qualify as “financial experts” |
| Culture & Compensation Committee | Member | 6 | Executive compensation, succession planning, culture dashboard, retention |
- Independence: Board determined Hogan Preusse is independent (Nasdaq standards); seven of nine nominees independent .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of their Board/committee meetings; 100% director attendance at 2024 annual meeting; independent directors met in executive session after each quarterly meeting .
- Stock ownership and trading policies for directors: Required to own 5x annual cash retainer; prohibitions on hedging, derivatives trading, and pledging; all directors met the ownership requirement except Ms. Laing (Hogan Preusse compliant) .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Standard director retainer |
| Committee fees | $25,000 | Audit membership $15,000; Culture & Compensation membership $10,000 |
| Fees earned (cash total) | $112,000 | As reported for Hogan Preusse |
| Annual stock award | $180,000 | Fully vested; 9,740 shares/units determined at $18.48 closing price on May 15, 2024; Hogan Preusse elected to defer into stock units |
| Perquisites | $28,307 | Complimentary rooms/F&B/services at owned/managed properties |
| Tax reimbursement on perquisites | $29,521 | Taxes reimbursed per director policy |
| All other compensation | $57,829 | Sum of perqs + tax reimbursements |
| Total 2024 director compensation | $349,829 | Cash + stock + other |
Performance Compensation
HST director pay is cash/equity-based without performance metrics. As a member of the Culture & Compensation Committee, Hogan Preusse oversees executive incentive design and outcomes:
| Incentive Component | Metric | Weight | Vesting/Structure |
|---|---|---|---|
| Annual Cash Incentive | CapEx Cash Flow | 56% | Operational execution against Board-approved capital plan |
| Annual Cash Incentive | ROIC | 24% | Hotel-level EBITDA/Total invested capital (comparable hotels) |
| Annual Cash Incentive | Individual Performance | 20% | Objectives: revenue, cost savings, capital allocation, redevelopment, analytics, IR, ESG, culture |
| Long-Term Equity (Performance-Based) | Relative TSR vs. NAREIT Lodging & Resorts Index | 30% | 3-year measurement; quantitative metrics only |
| Long-Term Equity (Performance-Based) | Adjusted EBITDAre performance | 30% | 3-year measurement; quantitative metrics only |
| Long-Term Equity (Time-Based) | RSUs (time-based) | 40% | Vest ratably over 3 years |
Say-on-pay support: ~93% approval at 2024 annual meeting, indicating investor alignment with program design .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Digital Realty Trust; Kimco Realty; Realty Income |
| Committee interlocks | None reported for Culture & Compensation Committee members in 2024; no cross-board executive interlocks with HST executives |
Expertise & Qualifications
- 30+ years of real estate and public markets experience; managed a $13B portfolio of public real estate securities; audit committee financial expert .
- Corporate governance and ESG leadership; NAREIT industry recognition (E. Lawrence Miller Award, 2015) .
- Sell-side REIT analyst background and investment banking training, contributing to capital markets and allocation expertise .
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mary Hogan Preusse | 80,567 | <0.1% | Includes common stock equivalents from deferred director stock awards |
- Ownership guidelines: 5x annual cash retainer; Hogan Preusse in compliance (only Ms. Laing not yet compliant) .
- Hedging/pledging: Prohibited under corporate policies; comprehensive insider trading policy applies .
Governance Assessment
- Committee effectiveness: Dual placement on Audit and Culture & Compensation provides cross-functional oversight of financial reporting, cyber risk, and incentive design; Audit Committee comprised entirely of financial experts, enhancing credibility of financial oversight .
- Independence and engagement: Board affirmatively determined independence; consistent executive sessions; robust outreach; 100% attendance at annual meeting; these practices support investor confidence .
- Alignment signals: Director stock deferral into units and stock ownership requirements align interests over multi-year horizons; strong say-on-pay outcomes (~93%) signal investor support for the compensation framework she helps oversee .
- Potential conflicts: No related-person transactions disclosed for Hogan Preusse; HST maintains a formal related-party transaction review policy; ongoing Marriott International arrangements are monitored given family ties to the Chair but do not implicate Hogan Preusse .
- Perquisite tax reimbursement: Directors receive tax reimbursements on hotel perquisites—note as a modest governance caution, though executive CIC/pay practices avoid tax gross-ups and option repricing, and perqs are capped by spend guidelines .
- Risk indicators: No delinquent Section 16(a) reports; compensation risk reviewed and mitigated via caps, quantitative metrics, ownership/recoupment policies; cyber risk oversight embedded in Audit Committee agenda .
RED FLAGS
- Tax reimbursement on director perquisites (hotel stays) is a shareholder-skeptical practice, though limited and disclosed; no tax gross-ups on executive CIC or severance .