Walter C. Rakowich
About Walter C. Rakowich
Independent director of Host Hotels & Resorts (HST); age 67; director since 2012 (≈13 years of service). Former CEO of Prologis with deep REIT, accounting, and risk oversight experience; designated an Audit Committee Financial Expert. Currently serves on HST’s Audit Committee and Nominating, Governance & Corporate Responsibility (NGCR) Committee. Independent under Nasdaq and HST guidelines. Current public company boards: Iron Mountain and Ventas.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis | Chief Executive Officer | 2008–2011; then co-CEO through merger integration with AMB | Led merger integration; extensive involvement in ESG; strategic planning and leadership development |
| Prologis | President & Chief Operating Officer | 2005–2008 | Operations leadership at a large international REIT |
| Prologis | Managing Director & Chief Financial Officer | 1998–2005 | Accounting/financial reporting oversight; IT operations responsibility |
| Trammell Crow Company | Partner | Prior to Prologis | Real estate operating experience |
| Pricewaterhouse | Senior audit and tax consultant | Early career | Accounting and financial reporting expertise foundation |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Iron Mountain | Director | Current | Public company board |
| Ventas | Director | Current | Public company board |
Board Governance
- Committees: Audit Committee member; NGCR Committee member. Not a committee chair. Designated Audit Committee Financial Expert.
- Independence: Determined independent; only the Chairman (R.E. Marriott) and CEO (J.F. Risoleo) are non-independent.
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting; independent directors held 4 executive sessions.
- Time commitments/overboarding: HST policy caps directors at four public boards; compliance affirmed. Rakowich’s total current public boards (HST, Iron Mountain, Ventas) fits within the cap.
- Stockholder engagement and say-on-pay: 2024 say-on-pay support ≈93%. Extensive ongoing investor outreach program.
Fixed Compensation
| Component | 2024 Amount | Detail/Notes |
|---|---|---|
| Fees earned or paid in cash | $125,500 | Includes annual cash retainer and committee membership fees (Audit, NGCR) per HST’s 2024 director program |
| Annual stock award (fully vested common stock) | $180,000 | Awarded after 2024 annual meeting; Rakowich did not defer; grant equated to 9,740 shares at $18.48 close on May 15, 2024 |
| Perquisites + associated tax reimbursement | $22,590 | Complimentary hotel services ($12,707) and tax reimbursement ($9,883) |
| Total 2024 director compensation | $328,090 | Sum of cash, stock, and perqs/tax reimbursement |
- Cash fee schedule (program design): $90,000 annual retainer; $15,000 Audit membership; $8,000 NGCR membership; meeting fees generally only above thresholds; separate chair/lead fees (not applicable to Rakowich).
Performance Compensation
- Non-employee directors do not receive performance-based awards at HST; the $180,000 annual stock award is fully vested at grant and may be deferred at the director’s election (Rakowich did not defer). Options are not part of director compensation.
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Iron Mountain | Information management/REIT | Director | No HST-related related-person transactions disclosed in proxy |
| Ventas | Healthcare REIT | Director | No HST-related related-person transactions disclosed in proxy |
Related-person transactions: The proxy details related-person transactions primarily concerning Marriott International due to the Chairman’s family ties; no Rakowich-related transactions are disclosed.
Expertise & Qualifications
- REIT/real estate operations and capital allocation; prior CFO and CEO roles at a global REIT.
- Accounting/financial reporting and IT oversight experience; Audit Committee Financial Expert.
- Corporate governance, risk management, ESG program oversight experience.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 64,457 | As of Feb 28, 2025; includes common stock equivalents as applicable |
| Ownership as % of shares outstanding | <0.1% | Marked “*” indicates less than 0.1% |
| Ownership guideline | 5x annual cash retainer | Applies to independent directors; measured annually |
| Compliance status | In compliance | All directors met guideline except Ms. Laing (joined 2022) |
| Hedging/pledging | Prohibited | HST prohibits hedging, derivatives trading, and pledging |
Governance Assessment
- Positives: Independent director with deep REIT, finance, and risk oversight credentials; serves on Audit (as financial expert) and NGCR—committees central to financial integrity and ESG/governance oversight; strong board process (majority independent, separated Chair/CEO, robust lead independent director role, executive sessions) and full director annual meeting attendance; ownership aligned via fully vested annual stock award and 5x retainer ownership guideline (compliant).
- Watch items: Director perquisites include complimentary hotel usage and related tax reimbursements (a form of tax gross-up on perqs), modest in size but a governance sensitivity for some investors. No related-party transactions disclosed for Rakowich.
- Investor confidence signals: Consistent say-on-pay support (~93% in 2024) and structured shareholder engagement; no delinquent Section 16(a) reports disclosed.