Hitoshi Saito
About Hitoshi Saito
Hitoshi Saito (age 72) has served as an independent director of Paramount Group, Inc. (PGRE) since 2022. He is the former Senior Executive Managing Director and Global Head at Mitsui Fudosan Co., Ltd., with a career spanning global real estate development and leadership roles in the U.S. and U.K.; he holds a bachelor’s degree in commerce and management from Hitotsubashi University (1976) . The Board has affirmatively determined he is independent under NYSE listing standards; it noted his prior service on PGRE’s operating partnership Advisory Board when assessing independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitsui Fudosan Co., Ltd. | Senior Executive Managing Director; Global Head | 2008–2017 | Led global acquisitions/developments; portfolio growth including 55 & 50 Hudson Yards (NY) and BBC Television Centre (London) |
| Mitsui Fudosan America | CEO | 1998–2002 | U.S. leadership for Mitsui’s real estate operations |
| Halekulani Corporation (MFA) | Chairman | 2008–2017 | Oversight of U.S. hospitality asset within MFA |
| Mitsui Fudosan UK | Chairman | 2008–2017 | Oversight of U.K. operations |
| ULI Japan Council | Chairman | 2010–2012 | Industry leadership; governance and thought leadership |
| Keizai Doyukai | Member; Vice Chair, China Committee | 2010–2016 | Business policy engagement |
| Keidanren | Member | 2010–2017 | National business federation participation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tokyo Gas Co., Ltd. | Outside Director; Chair, Advisory Committee; Chair, Nomination Committee | 2019–2023 | Oversight of governance and nominations |
| Globeship Corporation | Outside Director | Since July 2019 | Ongoing board service |
Board Governance
- Committee assignments: Not currently a standing member of Audit, Compensation, or Nominating & Corporate Governance Committees; designated alternate for the Investment and Finance Committee if a member is unavailable .
- Independence: Determined independent by the Board; assessment considered prior operating partnership Advisory Board service .
- Attendance: The Board held six meetings in fiscal 2024; all directors attended at least 75% of Board and committee meetings during the periods they served. All directors attended the May 16, 2024 annual meeting except one (Bussmann), implying Saito attended .
- Lead independent oversight: PGRE maintains a Lead Independent Director structure; committees of Audit, Compensation, and NCG comprise only independent directors .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash fees (2024) | $75,000 | PGRE’s standard non-employee director retainer |
| Committee chair/member fees | $0 (Saito not a standing member/chair) | PGRE policy: chair fees ($25k Audit, $20k Comp, $15k NCG), members ($5k); IFC members receive no additional compensation |
| Total cash (2024) | $75,000 | |
| Equity grant (grant-date fair value, 2024) | $120,000 | Granted May 16, 2024 as 25,000 restricted shares; vests upon earlier of one-year anniversary or next annual meeting |
| Total compensation (2024) | $195,000 |
- Director compensation framework: Annual non-employee retainer $75,000; annual equity grant $120,000; optional election to take retainer in equity; chair/member fees as above; reimbursement of travel expenses .
Performance Compensation
| Metric Category | Disclosed for Directors? | Details |
|---|---|---|
| Performance-based stock metrics (directors) | No | Annual director equity is time-based (T-LTIP or restricted stock) with one-year vest; no performance metrics disclosed for director equity |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Tokyo Gas Co., Ltd. | Public | Outside Director; committee chairs | None disclosed with PGRE counterparties |
| Globeship Corporation | Private (not disclosed as public) | Outside Director | None disclosed with PGRE |
PGRE’s independence review explicitly noted Saito’s prior Advisory Board service; no related-party transactions tied to Saito are disclosed in the proxy .
Expertise & Qualifications
- Global real estate leadership; cross-border acquisition/development track record (Mitsui Fudosan) .
- International experience and senior leadership skills; governance committee leadership at Tokyo Gas .
- Academic credentials: Hitotsubashi University, BComm/Management (1976) .
- Board skills matrix reflects real estate industry experience, senior leadership, international background, governance, and strategic planning capabilities broadly across nominees; Saito is identified as having relevant skills among peers .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 66,507 |
| % of common shares outstanding | <1% (as reported) |
| Shares outstanding (as of Mar 1, 2025) | 219,230,478 |
| Unvested director equity (as of Dec 31, 2024) | 25,000 restricted shares (granted 5/16/2024) |
| Hedging/Pledging | Prohibited absent NCG Committee approval; applies to directors |
| Stock ownership guidelines | Directors must hold ≥5x cash-eligible retainer; new directors have 5 years from appointment; Saito (appointed 2022) has until 2027 |
Governance Assessment
- Committee load and effectiveness: Saito is not on standing Audit/Comp/NCG committees, which limits direct influence on core governance levers but reduces conflict risk; he is an alternate for the Investment & Finance Committee, aligning his deep real estate expertise with transactional oversight without extra compensation .
- Independence and conflicts: The Board reaffirmed his independence, specifically considering prior advisory ties; proxy disclosures list related-party transactions primarily involving the CEO and another director, with none tied to Saito, mitigating conflict risk .
- Engagement and attendance: Board-wide attendance thresholds met; Saito attended the annual meeting, supporting investor confidence in director engagement .
- Alignment: Director pay mix emphasizes equity ($120k grant) and optional equity in lieu of cash, plus stringent anti-hedging/pledging and ownership guidelines (5x retainer within 5 years). Saito’s beneficial ownership is modest (<1%) but he holds unvested director equity; he has until 2027 to meet guideline thresholds .
- Broader governance signals: PGRE’s 2024 say-on-pay vote did not receive majority support, prompting Board-led investor outreach and commitments around equity grant practices; while not specific to Saito, this is material to overall governance quality and investor sentiment .
Red Flags
- None disclosed specific to Saito (no related-party transactions, no hedging/pledging, independence affirmed) .
- Portfolio-level governance note: prior low say-on-pay outcome at PGRE may indicate heightened scrutiny of compensation governance (company-wide) .