Paula Sutter
About Paula Sutter
Independent director at Paramount Group, Inc. (PGRE) since July 2022; Age 57. Chair of the Audit Committee and member of the Compensation Committee. Background spans consumer/retail operating leadership and PE-backed brand building; holds a Liberal Arts degree in Literature from Villanova University. The Board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paula Sutter LLC | Chief Executive Officer | 2014–present | Consumer brand consultancy leadership |
| TSG Fashion Group (TSG Consumer Partners) | Chief Executive Officer | Oct 2014–Dec 2017 | Led portfolio fashion brands under PE ownership |
| Diane von Furstenberg Studio, L.P. | President | 1999–Oct 2013 | Operating leadership in global fashion house |
| The Donna Karan Company, LLC | Vice President | Jan 1993–Dec 1998 | Senior operating role in apparel |
External Roles
| Company | Exchange/Ticker | Role | Since |
|---|---|---|---|
| ThredUP Inc. | NASDAQ: TDUP | Director | 2014 |
| Inflection Point Acquisition Corp. | NASDAQ: IPAX | Executive Chairwoman | 2021 |
| Various private companies | — | Director/Advisor | Not disclosed (multiple) |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member. Audit met 4x in 2024; Compensation met 6x in 2024.
- Independence: Board deems Sutter independent under NYSE rules.
- Attendance: Board held 6 meetings in 2024; all directors attended ≥75% of Board and committee meetings for their service periods. Sutter attended the 2024 annual stockholder meeting (all directors did except one director who was excused).
- Audit Committee scope: financial reporting, internal controls, legal/regulatory compliance, enterprise risk and cybersecurity, and ESG oversight; Sutter signed the 2025 Audit Committee Report.
Fixed Compensation (Non-Employee Director Pay)
| Component | PGRE Policy | 2024 Amount for Sutter |
|---|---|---|
| Annual cash retainer | $75,000 | $95,625 cash fees (actual paid) |
| Audit Chair fee | +$25,000 | Included in above (not itemized) |
| Compensation Committee member fee | +$5,000 | Included in above (not itemized) |
| Lead Independent Director premium | +$50,000 (if applicable) | N/A |
Notes: The $95,625 figure is as reported for FY2024; policy components shown for context.
Performance Compensation (Director Equity)
| Equity Element | Structure | 2024 Grant to Sutter |
|---|---|---|
| Annual director equity | Granted at each annual meeting; typically $120,000 value in T‑LTIP units or restricted stock, vesting at next annual meeting | 25,000 T‑LTIP units granted May 16, 2024; grant-date fair value $108,000; vests at 2025 annual meeting if serving |
| Retainer-in-equity election | Directors may elect to take $75,000 cash retainer in equity, typically granted Dec 15 | No election disclosed for Sutter in 2024 (footnote applies to other directors) |
Other Directorships & Interlocks
- Current public boards: ThredUP (TDUP), Inflection Point Acquisition Corp (IPAX). No disclosed PGRE-related commercial interlocks (customers/suppliers) associated with Sutter.
- Independence confirmed despite other directors’ related-party items; Sutter specifically had none disclosed.
Expertise & Qualifications
- Senior leadership in consumer/retail and brand-building (DVF, Donna Karan, TSG).
- Governance and audit oversight experience; serves as Audit Chair at PGRE.
- Education: Liberal Arts degree in Literature, Villanova University.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares | Shares+Units Beneficially Owned | % of Shares+Units | Notes |
|---|---|---|---|---|---|
| Paula Sutter | 0 (dash reported) | <1% | 65,419 | <1% | As of Mar 1, 2025; directors also held 25,000 unvested T‑LTIP units granted May 16, 2024 |
Ownership policy: Independent directors must hold shares/units valued at ≥5x the cash-eligible portion of the annual base retainer within five years of Board election; Sutter (elected July 2022) has five years to reach compliance (status not disclosed). Anti-hedging and anti-pledging policies apply.
Governance Assessment
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Strengths
- Independence and strong oversight role as Audit Chair, including enterprise risk and cybersecurity oversight and ESG reporting oversight; signed Audit Committee Report. This enhances investor confidence in financial reporting integrity and risk governance.
- Demonstrated engagement: Board-wide attendance ≥75% and annual meeting attendance; Audit and Compensation committees met regularly (4x and 6x in 2024).
- Ownership alignment mechanisms: annual director equity grants; mandatory director stock ownership guidelines; anti-hedging/anti-pledging policy.
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Watch items / potential investor concerns
- Say-on-pay headwinds in 2024 (advisory vote received <50% support), though engagement in 2024–2025 was led by Comp Chair; as a Compensation Committee member, Sutter will be expected to help address investor concerns about front-loaded awards and transparency.
- Beneficial ownership reported primarily as units rather than common stock; while typical for REIT equity plans, investors may monitor progress toward the director ownership guideline over her five-year window post‑election.
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Related-party/conflict review
- No related-party transactions disclosed for Sutter. Company maintains a Related Person Transaction Approval and Disclosure Policy; 2024 related-party items disclosed involved other directors/executives (e.g., CEO-related entities; a lease connected to another director’s trust), not Sutter.
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Compensation structure (directors)
- Balanced cash/equity with role-based premiums; Sutter’s 2024 total director comp was $203,625 (cash $95,625; equity fair value $108,000). Equity is time-based; no performance metrics for director equity (appropriate for non-employee directors).
Overall: Sutter brings consumer/retail operating depth and governance experience, chairing a high‑leverage committee (Audit) that oversees financial integrity and key risk areas. With no disclosed conflicts and solid engagement, the main watchpoint for investors is effective responsiveness on pay governance as part of the Compensation Committee amid prior shareholder dissent.