William M. Petak
About William M. Petak
William M. Petak is an independent director of Pacific Oak Strategic Opportunity REIT, Inc. (PCOK), serving since October 2009. He is 63 years old (as of March 28, 2025), holds a B.S. in Finance and Business Economics from the University of Southern California, and brings more than three decades of real estate and real estate-debt investing experience, including President & CEO of Nassau CorAmerica, LLC since April 2009 and prior senior roles at AIG Mortgage Capital, AIG Investments, and SunAmerica. The board deems him independent under NYSE standards and cites his expertise in real estate finance as qualifying credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIG Mortgage Capital, LLC (subsidiary of AIG) | Senior Vice President and Director | Jan 2005–Apr 2009 | Oversaw regulated insurance portfolios’ fixed-income real estate investments; served on Securitized Products Group Committee and Global Asset Allocation Committee |
| AIG Investments, Inc.; SunAmerica, Inc.; American General | National Head of Mortgage Lending and Real Estate | 2001–2009 (AIG Investments/American General); 1999–2001 (SunAmerica) | Led national mortgage lending and real estate investing across affiliated insurers |
| SunAmerica Investments | Senior Vice President | Pre-1999 | Responsible for national mortgage lending, real estate investments, leveraged lease acquisitions |
| GreenPark Financial (Fannie Mae DUS lender) | Loan Committee member; Board of Directors | 1996–2007 | Loan approval oversight and board governance at large agency lender |
| Pacific Financial Group (private real estate firm) | Vice President of Acquisitions | 1983–1989 | Led acquisitions for Beverly Hills-based investment firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nassau CorAmerica, LLC | President & Chief Executive Officer | Apr 2009–present | Commercial real estate investment and asset manager |
| UCLA Anderson School – Richard S. Ziman Center for Real Estate | Chairman Emeritus; Founding Member; former Chairman | Not disclosed | Leadership and academic engagement in real estate |
| Industry Affiliations | Member | Ongoing | Mortgage Bankers Association; Commercial Mortgage Securities Association; CRE Financial Council; Life Mortgage and Real Estate Officer Council; President’s Council of the Real Estate Roundtable |
Independent directors also receive $10,000 annual compensation for service on the board of Pacific Oak Residential Trust, Inc. (PORT).
Board Governance
- Independence and structure: The board comprises two executives and three independent directors; Petak is independent per NYSE standards though PCOK is not exchange-listed. The audit and conflicts committees are composed entirely of independent directors. There is no lead independent director policy.
- Committee assignments:
- Audit Committee: Member; Chair is Kenneth G. Yee. All members have significant financial and/or accounting experience; Yee is the SEC “financial expert.” During 2024, the audit committee held 4 meetings.
- Conflicts Committee: Member; Chair is Laurent Degryse. The committee oversees related-party transactions, supervises and evaluates the advisor, and discharges board responsibilities relating to compensation. It held 7 meetings in 2024.
- Attendance: In 2024 the board held 8 meetings; each director attended at least 75% of the combined meetings of the board and committees on which they served.
- Risk oversight: Audit committee oversees financial reporting/internal controls (including cybersecurity risk controls) and regulatory compliance; conflicts committee manages independence and advisor-related conflicts.
- 2025 director election support:
- Votes for Mr. Petak (Annual Meeting July 11, 2025): For 26,892,177; Against 1,566,963; Abstain 867,034; Broker non-votes 20,102,525.
| Board/Committee Meetings Held | 2023 | 2024 |
|---|---|---|
| Audit Committee | 4 | 4 |
| Conflicts Committee | 5 | 7 |
| Board of Directors | — | 8 |
Fixed Compensation
Policy framework for independent directors:
- Annual cash retainer: $40,000.
- Meeting fees: $2,500 per board or committee meeting; $3,000 for audit/conflicts committee chairs; teleconference meetings: $2,000 (committee chairs $3,000).
- Additional: $10,000 annual compensation for service on PORT’s board; reimbursement of reasonable expenses.
| Director Cash Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash – W. M. Petak | $86,000 | $110,000 |
| All Other Compensation – W. M. Petak | — | — |
| Total – W. M. Petak | $86,000 | $110,000 |
Notes:
- 2023 amounts include meeting fees earned in 2023 and paid/to be paid in 2024 (Petak: $16,000).
- 2024 amounts include meeting fees earned in 2023 and paid in 2024 and fees earned in 2024 and paid/to be paid in 2025 (Petak: $16,000 and $24,000).
- Totals include $10,000 for PORT board service.
Performance Compensation
| Performance-based Elements | Details |
|---|---|
| Equity awards (RSUs/PSUs/options) | None disclosed for independent directors; compensation is cash-based (retainer and meeting fees). |
| Performance metrics tied to director pay | None disclosed. |
Other Directorships & Interlocks
| Company/Organization | Role | Type | Tenure | Committees/Notes |
|---|---|---|---|---|
| Pacific Oak Strategic Opportunity REIT, Inc. (PCOK) | Independent Director | Public (non-listed REIT) | Oct 2009–present | Audit Committee member; Conflicts Committee member |
| Pacific Oak Strategic Opportunity REIT II, Inc. | Independent Director; Chair, Conflicts Committee | Public (prior) | Apr 2014–Aug 2017 | Chaired conflicts oversight |
| GreenPark Financial (Fannie Mae DUS lender) | Board Member; Loan Committee Member | Non-public | 1996–2007 | Loan approvals and board governance |
No other current public company directorships are disclosed.
Expertise & Qualifications
- Real estate finance and debt investing expertise: 35+ years in real estate; 20+ years investing in real estate-related debt (AIG/SunAmerica leadership, NCA CEO).
- Financial oversight: Audit committee member; board determined audit members (including Petak) have significant financial and/or accounting experience; Yee designated audit committee financial expert.
- Industry leadership: Founding member and Chairman Emeritus, UCLA Ziman Center; active memberships across major mortgage/CRE associations.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of All Shares | As-of Date |
|---|---|---|---|
| William M. Petak | — | — | March 28, 2025 |
Additional alignment indicators:
- Hedging policy: The company states it does not have a hedging policy for officers and directors at this time.
- Pledging: Not applicable for Mr. Petak given no reported holdings; the proxy notes that Hall/McMillan’s shared holdings were not pledged.
Governance Assessment
-
Positives
- Independent director with deep sector expertise; long-tenured, active on core oversight committees (audit and conflicts).
- Attendance threshold met; board and committees met frequently in 2024, especially conflicts (7 meetings), signaling active oversight during a period of related-party oversight and strategic change.
- Strong shareholder support in 2025 director election (≈94% of votes cast “For,” excluding broker non-votes).
-
Risks and potential red flags
- Externally managed structure: Advisor is owned/controlled by executives Hall and McMillan; conflicts committee (including Petak) must supervise advisor performance/fees and approve all related-party transactions—heightened conflict risk by design (mitigated by committee process).
- Independent director compensation is recommended by the advisor controlled by Hall/McMillan, which may present perceived independence concerns despite conflicts committee approval.
- No anti-hedging policy for officers/directors disclosed—below current governance best practices.
- Ownership alignment: Petak reported no beneficial ownership as of March 28, 2025; absence of director share ownership guidelines not disclosed, which may weaken perceived alignment.
-
Charter/governance context
- Board proposed (but stockholders did not approve) charter amendments in 2025 that would remove certain legacy affiliate-transaction restrictions carried over from the initial offering era—stockholder resistance preserved current protections.
Compensation Structure Analysis
| Metric | 2023 | 2024 | Commentary |
|---|---|---|---|
| Total Director Cash Fees – Petak | $86,000 | $110,000 | Increase aligns with higher conflicts committee workload (5 → 7 meetings) and ongoing PORT board stipend; still no equity component. |
- Mix: 100% cash (retainer + meeting fees), no equity grants; no disclosed performance metrics for director pay.
- PORT board stipend: Independent directors receive $10,000 annually for service on PORT’s board (included in totals).
Related-Party Transactions and Oversight
- The conflicts committee (all independent directors, including Petak) is empowered to approve and oversee affiliate transactions with the advisor and its affiliates, determine fairness, supervise advisor performance/compensation, and may retain independent advisors.
- Advisory agreement: One-year term with 60-day termination right; Conflicts Committee must determine reasonableness of advisor fees/expenses at least annually.
- Advisor relationship: Advisor is owned/controlled by executives Hall and McMillan (also directors), reinforcing the importance of conflicts committee rigor.
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: High director election support for Petak (For: 26,892,177; Against: 1,566,963; Abstain: 867,034; broker non-votes: 20,102,525). No separate say-on-pay vote is disclosed.
Notes on Attendance, Independence, and Engagement
- Each director attended at least 75% of the combined meetings of the board and relevant committees in 2024; the board met 8 times. Petak serves on both standing committees, which are fully independent.
Overall, Petak’s deep real-estate finance background and committee roles support board effectiveness in an externally managed REIT with structural conflicts, but absence of equity ownership, advisor-influenced director pay recommendations, and lack of an anti-hedging policy are alignment and governance-risk considerations for investors.