Sourav Ghosh
About Sourav Ghosh
Executive Vice President and Chief Financial Officer of Host Hotels & Resorts (HST) since September 2020; prior roles include EVP, Corporate Strategy & Analytics (Feb–Sep 2020); Global Head, Enterprise Analytics (2017–2020); SVP, Global BI & Strategy – Asset Management (2015–2016); VP, BI & Portfolio Strategy (2009–2015) . Education: MBA, University of Maryland Global Campus; BS in Hospitality and Finance, Widener University . HST delivered 2024 operational improvements, $1.5B acquisitions, $632M capital returned, and outperformed peers on 3- and 5-year TSR, with 2024 comparable RevPAR +0.9% and Total RevPAR +2.1% YoY . 2025 year-to-date momentum continued: Q3 revenues +0.9% YoY, year-to-date RevPAR +3.5%, improved full-year guidance, and credit upgrade to Baa2 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Host Hotels & Resorts | CFO | Sep 2020–present | Leads finance, capital markets, analytics, IR; executed two senior notes offerings ($1.3B) and $107M buybacks; strengthened insurance program and risk/cyber processes . |
| Host Hotels & Resorts | EVP, Corporate Strategy & Analytics | Feb–Sep 2020 | Drove enterprise strategy and analytics integration . |
| Host Hotels & Resorts | Global Head, Enterprise Analytics | 2017–2020 | Built enterprise analytics to drive revenue and expense discipline . |
| Host Hotels & Resorts | SVP, Global BI & Strategy – Asset Mgmt | 2015–2016 | Advanced BI/strategy across asset management . |
| Host Hotels & Resorts | VP, BI & Portfolio Strategy | 2009–2015 | Led BI/portfolio strategy function . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| a.k.a. Brands Holding Corp. (NYSE: AKA) | Independent Director | Jun 2022–present | Leverages corporate strategy and finance expertise . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $600,000 | $600,000 | $675,000 (13% YoY increase) |
| Target annual bonus (% of salary) | 100% | 100% | 100% |
| Target annual bonus ($) | $600,000 | $600,000 | $675,000 |
| Annual bonus paid ($) | $830,900 | $1,180,300 | $1,180,100 (175% of target) |
| Stock awards (grant-date fair value, $) | $2,410,527 | $2,750,354 | $3,224,078 |
| All other compensation ($) | $157,866 | $218,796 | $209,639 |
| Total ($) | $3,999,293 | $4,749,450 | $5,288,817 |
| Perquisites (subset of “All other,” $) | — | — | $31,767 (personal hotel usage, financial planning, etc.) |
| Perq tax reimbursements ($) | — | — | $29,678 |
Notes: Annual bonus plan weightings: 56% Capex Cash Flow, 24% ROIC, 20% Individual Performance . 2024 component payouts for Ghosh: Capex $756,000; ROIC $154,059; Individual $270,000; Total $1,180,100 (175% of target) .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Target | Actual Company Result | Ghosh Payout ($) | Payout vs Target | Vesting |
|---|---|---|---|---|---|---|
| Capex Cash Flow | 56% | $619M | $555M (better than target) | $756,000 | Above target | Cash, annual |
| ROIC | 24% | 10.21% | 10.01% (below target) | $154,059 | Below target | Cash, annual |
| Individual Objectives | 20% | Pre-set | “High” performance rating | $270,000 | Above target | Cash, annual |
Long-Term Incentive (structure and 2024 outcomes)
| Component | Weight | Performance measure | Cycle | Targets | 2024 Status | Vesting |
|---|---|---|---|---|---|---|
| Performance RSUs (Adjusted EBITDAre) | 30% of LTI | Annual Adjusted EBITDAre targets; 3-year cliff vest | 2024–2026 | Threshold $1,472M; Target $1,635M; High $1,799M | 2024 actual $1,656M (slightly above target) | Vests in 2027, payout interpolated |
| Performance RSUs (Relative TSR) | 30% of LTI | 3-year TSR vs NAREIT Lodging & Resorts Index | 2024–2026 | Threshold 30th; Target 50th; High 75th percentile | 2022–2024 result: 93rd percentile (High) | Vests at end of cycle |
| Time-based RSUs | 40% of LTI | Service | Grant 2/7/2024 | — | Grant: 59,131 RSUs for Ghosh | 3 equal annual installments from grant date |
Ghosh 2024 LTI target value and units: $2,650,000; Time-based 59,131; Target TSR 44,348; Target EBITDAre 44,348; Total target RSUs 147,827 . 2022–2024 earned performance RSUs for Ghosh: TSR 63,610 earned (High); EBITDAre 50,953 earned (between target and high) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 292,247 shares (as of Feb 28, 2025) |
| Ownership as % of shares outstanding | ≈0.04% (292,247 / 698,671,372) |
| Unvested time-based RSUs (12/31/2024) | 101,160 units (59,131 2024; 27,893 2023; 14,136 2022) valued ≈$1,771,? total; example: 59,131×$17.52=$1,035,975 |
| Unearned performance RSUs (12/31/2024) | 325,742 units (88,696 2024; 109,826 2023; 127,220 2022) valued ≈$5,707,? total; example: 127,220×$17.52=$2,228,894 |
| Stock options | 851 @ $23.56 exp. 2/17/2025; 1,762 @ $21.09 exp. 7/15/2025 (fully vested) |
| Stock ownership guidelines | Senior management must own stock equal to a multiple of salary; executives must retain 75% of net-after-tax vested shares until compliant; all NEOs met required levels in 2024 |
| Hedging/pledging | Prohibited; no pledging; no short sales or derivatives; 6-month minimum holding period on open-market purchases |
| 10b5-1 plans | “None of senior management has a plan in place by which they sell Company stock on a periodic basis (10b5‑1)” |
Note: Market values above use $17.52 closing price on 12/31/2024, as disclosed in the proxy tables .
Employment Terms
| Provision | Term |
|---|---|
| Employment contracts | No individual employment contracts for executive officers |
| Severance plan (non‑CIC) | “Double trigger” not required; benefits upon termination without cause or for good reason include 1× base salary + 1× average annual cash bonus (prior 3 years), up to 18 months benefits, and partial equity vesting as specified |
| Change‑in‑control (CIC) | Double trigger; 2× base salary + 2× average bonus for executives (3× for CEO); pro‑rata target annual bonus; up to 18 months benefits; full acceleration of unvested RSUs (performance RSUs at high) |
| Non‑compete | One-year non‑compete required to receive severance benefits |
| Clawbacks | 2012 policy to recoup incentive pay upon misconduct-led restatement; 2023 Dodd-Frank compliant mandatory recovery policy for erroneously received incentive comp in 3-year lookback upon restatement |
| Tax gross‑ups | None for severance or CIC payments |
Estimated value of Ghosh benefits as of 12/31/2024:
| Scenario (12/31/2024) | Termination payment | RSUs | Benefits (COBRA) | Deferred comp balance | Total |
|---|---|---|---|---|---|
| Termination w/o cause or for good reason | $1,738,767 | $2,844,460 | $56,227 | $1,174,155 | $5,813,608 |
| CIC + qualifying termination (double trigger) | $3,477,533 | $9,308,166 | $56,227 | $1,174,155 | $14,691,080 |
Compensation Structure Analysis
- Mix and risk: Majority at risk; 2024 target pay structure emphasizes variable compensation (performance RSUs, TSR and Adjusted EBITDAre) and a formulaic bonus tied to Capex Cash Flow (56%) and ROIC (24%) plus individual objectives (20%) . Say‑on‑pay support remained strong at 93% in 2024 .
- Goal rigor and outcomes: 2024 Adjusted EBITDAre target was set >10% above 2023 goal; actual slightly exceeded target ($1,656M vs $1,635M) . Relative TSR 2022–2024 at 93rd percentile (high) drove above‑target PSU vesting .
- Cash vs equity trend: Base salary increased 13% in 2024 to align with market and role growth; annual bonus remained at 100% of salary target; equity awards increased YoY reflecting performance and market benchmarking .
- Policies: No employment contracts, no gross‑ups, strong clawbacks, anti‑hedging/pledging, and stringent stock ownership promote alignment .
Performance & Track Record
- Company results in role: 2024 RevPAR +0.9% and Total RevPAR +2.1% YoY; $1.5B acquisitions; $632M dividends (total $0.90/share) and $107M repurchases; investment grade balance sheet maintained .
- 2025 momentum: Q3 2025 revenues +0.9% YoY; YTD RevPAR +3.5%; raised full‑year guidance; Moody’s upgrade to Baa2; continued capital recycling and transformational programs with operating profit guarantees .
- CFO individual impact (2024): Led analytics to drive revenues/expense control; guided capex ROI analyses; led $1.3B senior notes and $107M buybacks; improved insurance outcomes; strengthened cybersecurity processes .
Director & Shareholder Governance Touchpoints
- Compensation peer group and consultant: Pay Governance as independent advisor; peer group spans large REITs and hotel operators (e.g., Alexandria, Hilton, Hyatt, Marriott, Ventas) .
- Say‑on‑pay results: 2023 95%, 2024 93% approvals .
Equity Award and Vesting Details
| Award | Grant date | Units (Ghosh) | Schedule |
|---|---|---|---|
| 2024 Time‑based RSUs | Feb 7, 2024 | 59,131 | Vests in 3 equal annual installments starting 2025 |
| 2024 PSU – TSR | Feb 7, 2024 | 44,348 target | Vests at end of 2024–2026 based on relative TSR |
| 2024 PSU – EBITDAre | Feb 7, 2024 | 44,348 target | 2024–2026 annual goals; vests in 2027 based on 3-year results |
| 2022 PSU – TSR | 2022 | 63,610 earned (High) | Vested in 2025 upon committee determination |
| 2022 PSU – EBITDAre | 2022 | 50,953 earned (between target and high) | Vested in 2025 upon committee determination |
Deferred Compensation & Retirement
- Executive Deferred Compensation Plan: Ghosh 2024 contributions $148,193; company match $62,597; discretionary match $62,597; 2024 earnings $103,188; 12/31/2024 balance $1,174,155 .
- Pension/SERP: None .
- Retirement equity treatment: For awards granted from 2023, pro‑rated performance award vesting based on actual performance; immediate vesting of time‑based awards subject to committee consent .
Risk Indicators & Red Flags
- Pledging/hedging/derivatives: Prohibited; no pledging by executives .
- Clawbacks: Robust policies in place (2012 misconduct restatement policy; 2023 Dodd‑Frank rule) .
- Option repricing: Prohibited without shareholder approval; no new options since 2016 .
- Related party transactions: None involving Ghosh; broader related‑party policy in place; Marriott brand relationships disclosed and committee‑reviewed .
Investment Implications
- Alignment and incentives: High proportion of at‑risk, multi‑year performance equity tied to TSR and Adjusted EBITDAre aligns CFO incentives to shareholder value creation and operating performance; strict ownership, anti‑hedging, and clawbacks further strengthen alignment .
- Retention risk: Significant unvested RSUs (time-based and performance) and double‑trigger CIC protection reduce near‑term departure risk; absence of 10b5‑1 plans and anti‑pledging policy help limit opportunistic selling pressures .
- Execution track: Demonstrated discipline across capital markets, insurance risk transfer, analytics-driven operations, and investor engagement, coincident with portfolio upgrades and TSR outperformance over longer horizons .
- Pay-for-performance: 2024 bonus overachievement was driven primarily by Capex Cash Flow outperformance and high individual contributions; ROIC underperformance highlights rigor and balance in metrics selection .