Mary L. Baglivo
About Mary L. Baglivo
Mary L. Baglivo, age 67, is an independent director of Host Hotels & Resorts, Inc. (HST) since 2013 and CEO of The Baglivo Group, with deep expertise in global marketing, branding, crisis communications, and ESG oversight; she serves on Host’s Culture and Compensation and Nominating, Governance and Corporate Responsibility committees . Her background includes CEO and chair roles at Saatchi & Saatchi (Americas), senior leadership at Arnold Worldwide and Panoramic Communications, and chief marketing officer roles at Rutgers, Northwestern, and Pace .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saatchi & Saatchi Worldwide | Chair & CEO, Americas | 2008–2013 | Led global marketing and branding execution |
| Saatchi & Saatchi (New York) | CEO | 2004–2008 | Business leadership and crisis communications |
| Arnold Worldwide | President | 2002–2004 | Consumer branding and strategic planning |
| Panoramic Communications | CEO | 2001–2002 | Corporate governance and strategic planning |
| Rutgers / Northwestern / Pace | Chief Marketing Officer | Not disclosed | University brand leadership and market research |
| The Baglivo Group | Chief Executive Officer | Current | Strategy consulting; ESG engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Edge Properties | Director | Current | ESG/corporate responsibility committee experience |
| Ollie’s Bargain Outlet Holdings | Director | Current | Corporate governance oversight |
| PVH Corp. | Director | Prior | ESG and governance contributions |
| Ruth’s Hospitality Group | Director | Prior | Industry oversight and governance |
Board Governance
- Committee memberships: Culture & Compensation; Nominating, Governance and Corporate Responsibility; not currently a committee chair (chairs: Audit – Laing; Culture & Compensation – Stein; NGCR – Smith) .
- Independence: Board determined Baglivo is independent under Nasdaq rules and Host’s guidelines (seven of nine nominees independent) .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; 100% attendance at the 2024 annual meeting; independent directors met in executive session after each quarterly meeting .
- Time commitments: Host policy limits directors to four public company boards; all directors compliant (Baglivo on two external boards plus Host) .
- Governance caliber: Majority voting, proxy access, non-classified board, prohibition on pledging/hedging, independent lead director with robust duties .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees | $120,000 | Includes base retainer and committee membership fees |
| Annual stock award (fully vested) | $180,000 | Granted after annual meeting; directors may defer into stock units |
| Perquisites – hotel benefits | $19,762 | Complimentary rooms/food at Host properties |
| Tax reimbursement on perquisites | $24,448 | Tax gross-up for hotel benefit |
| Total | $344,210 |
Structure reference (cash and equity):
- Cash: $90,000 annual retainer; $8,000 NGCR membership; $10,000 Culture & Compensation membership; meeting fees only above thresholds (none in 2024 for Board/NGCR/Culture; Audit had 7 meetings, threshold 8) .
- Equity: $180,000 annual stock award; fully vested on grant; directors can elect deferral into stock units with dividend equivalents .
Performance Compensation
| Equity Metric | Grant Date | Share Price | Shares/Units | Deferral Election |
|---|---|---|---|---|
| Annual director stock award | May 15, 2024 | $18.48 | 9,740 shares or stock units | Baglivo elected to defer 2024 stock award into stock units |
- Directors do not receive performance-based cash bonuses or stock options; annual stock awards are time-based and fully vested upon grant; no options granted since 2016 .
Other Directorships & Interlocks
| Company | Relationship to HST | Potential Interlock/Conflict |
|---|---|---|
| Urban Edge Properties | Unrelated retail REIT | No apparent supplier/customer/competitor link to lodging REITs |
| Ollie’s Bargain Outlet | Unrelated discount retail | No apparent interlock with Host’s operators or assets |
| Prior: PVH Corp., Ruth’s Hospitality Group | Prior service | No related-party exposure disclosed |
- Host screens conflicts and independence annually; committee reviews director questionnaires and potential conflicts; no related person transactions disclosed involving Baglivo .
Expertise & Qualifications
- Deep expertise in global/digital marketing, consumer branding, market research, public relations, crisis communications, and strategic planning .
- Extensive ESG and corporate responsibility engagement; corporate governance leadership and board experience; skills matrix highlights marketing/brand management and governance/risk management .
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mary L. Baglivo | 92,243 | <0.1% | Includes common stock equivalents from deferred director compensation |
Ownership alignment policies:
- Directors must own stock equal to 5x annual cash retainer; all directors met guideline except Laing; Baglivo is in compliance .
- Prohibitions on hedging, derivatives trading, and pledging of common stock; comprehensive insider trading policy .
- Non-Employee Directors’ Deferred Stock Compensation Plan allows deferral of fees/stock award into stock units with dividend equivalents; settlement in shares post-service per elected schedule .
Governance Assessment
- Strengths: Independent director with 11 years of Host board tenure, active on two core governance/compensation committees; strong attendance expectations and robust governance framework; director stock ownership guideline compliance; significant alignment via annual stock grants and deferrals .
- Compensation and incentives: Director pay balanced between cash and equity; annual stock award fully vested and often deferred, reinforcing long-term alignment; no options or performance-based pay typical for directors .
- Conflicts and related-party: No related-person transactions reported involving Baglivo; independence reaffirmed; Host’s related-party transactions primarily with Marriott International due to Chairman ties, managed under policy and Audit Committee oversight .
- Shareholder signals: Strong say-on-pay support (93% approval in 2024), oversight by Culture & Compensation committee; continued investor engagement and governance enhancements .
RED FLAGS
- Tax gross-ups on director perquisites (hotel stays) are shareholder-unfriendly; Baglivo received $24,448 in tax reimbursement on $19,762 of hotel benefits in 2024 .
- Directors’ hotel perquisite policy permits up to ~$30,000 annual spend with a $90,000 cap over three years, which may be viewed negatively on optics, though intended to facilitate property oversight .