Ryan Schluttenhofer

About Ryan Schluttenhofer

Ryan Schluttenhofer is Chief Accounting Officer, Treasurer, and Secretary of Pacific Oak Strategic Opportunity REIT, Inc. (PCOK), appointed effective April 17, 2025, at age 33 . He holds a B.A. in Business Administration from California State University, Fullerton and is a Certified Public Accountant (CPA) . He also serves as Director of Accounting and Reporting for PCOK’s advisor, Pacific Oak Capital Advisors, LLC, since January 2022 . PCOK’s securities are not listed on an exchange (Form 8‑K shows no securities registered), and the company discloses that executive officers do not receive compensation directly from PCOK but are compensated by the advisor, limiting availability of company-level TSR or pay-for-performance metrics tied to PCOK for this officer .

Past Roles

External Roles

Fixed Compensation

• PCOK discloses that executive officers do not receive compensation directly from the company; they are compensated by the advisor and/or affiliates for services to PCOK, so base salary, target bonus, and actual bonus for Ryan are not disclosed by PCOK .
• PCOK states it “currently does not grant stock options,” and has not adopted a policy regarding the timing of option awards (none are granted) .
• PCOK has no hedging policy for officers and directors at this time, though it maintains insider trading policies via the Code of Conduct and Ethics .

Performance Compensation

• No company-level disclosure of RSU/PSU grants, option awards, or performance metric weighting/payouts for Ryan, as PCOK executive officers are compensated by the advisor and not directly by PCOK; PCOK currently does not grant stock options .

Equity Ownership & Alignment

Employment Terms

Compensation Structure Analysis

• Executive compensation structure: The conflicts committee oversees executive compensation; however, PCOK has no paid employees and executive officers (including Ryan) are compensated by the advisor for services to PCOK and its subsidiaries, resulting in limited disclosure of individual pay mix or performance metrics at PCOK .
• Advisor oversight and limits: The conflicts committee must annually determine the reasonableness of total fees and expenses relative to performance and peers; it supervises advisor performance and compensation, and may terminate the advisory agreement on 60 days’ notice without cause .
• Operating expense guardrails: Charter imposes the “2%/25% Guidelines” limiting total operating expenses to the greater of 2% of Average Invested Assets or 25% of Net Income absent an excess-amount finding; excess amounts must be disclosed and reimbursed if unjustified .
• Equity awards and options: PCOK does not currently grant stock options; charter limits issuance of options/warrants to affiliates and sets terms when permitted, further reducing equity-based pay mechanisms at the PCOK level .
• Hedging and ownership: No hedging policy for officers/directors; REIT charter ownership limits and transfer-to-trust provisions constrain concentration risk and enforce REIT qualification tests .

Performance & Track Record (Role-Specific)

• Background and capability: Ryan’s PwC Deals and capital markets advisory experience focused on complex transformational transactions during periods of disruption; he subsequently led accounting and reporting at the advisor since January 2022, indicating strong technical accounting and transaction-execution skills .
• Company listing and TSR: PCOK is not exchange-listed (no registered securities), so market TSR and stock performance during his tenure are not applicable at the PCOK level .
• Executive transition context: CFO Michael A. Bender resigned effective April 17, 2025 to accept another position, with no disagreement reported; principal accounting officer duties were assumed by Ryan, and principal financial officer duties by President Peter McMillan III .

Board Governance (Context)

• Committee structure and function: The audit committee oversees financial reporting and auditor independence; conflicts committee reviews policies, approves affiliate transactions, supervises advisor performance/compensation, reviews expense limits, and discharges board responsibilities relating to compensation .
• Meeting cadence and independence: The conflicts committee comprises independent directors and held multiple meetings in 2024 to execute its chartered responsibilities .

Risk Indicators & Red Flags

• Limited transparency on individual executive pay: Because executives are paid by the advisor, PCOK does not disclose base salary/bonus/long‑term incentive details, hindering pay-for-performance assessments at the company level .
• No hedging policy: PCOK has no hedging policy for officers/directors, which may weaken alignment safeguards despite insider trading policies .
• Option issuance: PCOK currently does not grant stock options, reducing potential for equity alignment via options but also eliminating risk of option repricing; equity grant practices to executives are not disclosed at PCOK level .
• Executive transition: CFO resignation timing and reassignment of responsibilities raises near-term execution focus on internal controls and reporting continuity; company states resignation was not due to disagreements with the company or external auditor .

Investment Implications

• Alignment and incentives: Ryan’s compensation is set at the advisor, with no disclosure of salary/bonus/PSU/RSU/option details at PCOK; this structure pushes investors to evaluate advisor-level incentives and conflicts committee oversight rather than traditional company pay-for-performance alignment. Expect limited direct trading signals from officer grants or vesting at PCOK due to the absence of company-level equity awards and disclosed insider holdings for Ryan as of the proxy record date .
• Retention risk: His concurrent advisor role, recent appointment, and CPA/technical background support continuity in principal accounting functions; retention analysis depends on advisor-level terms not disclosed by PCOK .
• Governance mitigants: Conflicts committee’s authority to supervise advisor performance, cap operating expenses under the 2%/25% guidelines, and terminate the advisory agreement provides governance levers that can indirectly influence executive incentives and resource allocation .
• Trading signals: Lack of disclosed personal share ownership for Ryan at the record date reduces near-term insider selling pressure; absence of option grants removes typical vesting/selling overhangs. Focus monitoring on 8‑K Item 5.02 disclosures and advisor-related transactions for any changes that may affect incentive alignment or control dynamics .