Patricia M. Bedient
About Patricia M. Bedient
Patricia M. Bedient, age 71, is an independent director of Park Hotels & Resorts (PK) since 2017 and currently chairs the Nominating, Governance & Corporate Responsibility Committee and serves on the Audit Committee. She is the former EVP and CFO of Weyerhaeuser, a CPA, and holds an NACD Certificate in cyber-risk oversight; externally she is Non‑Executive Board Chair at Alaska Air Group and Audit Committee Chair at Suncor Energy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weyerhaeuser Company | Executive Vice President | 2007–Jul 2016 | Senior leadership of major forest products company |
| Weyerhaeuser Company | Chief Financial Officer | 2007–Feb 2016 | Led finance and strategic planning |
| Weyerhaeuser Company | SVP, Finance & Strategic Planning | 2006–2007 | Corporate finance and strategy |
| Weyerhaeuser Company | VP, Strategic Planning | 2003–2006 | Corporate strategy |
| Arthur Andersen LLP | Managing Partner, Seattle office; Partner (Portland & Boise) | 27‑year career (prior to 2003) | Audit and advisory leadership; CPA since 1978 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Air Group, Inc. (ALK) | Non‑Executive Board Chair | Current | Board leadership |
| Suncor Energy Inc. (SU) | Director; Audit Committee Chair | Current | Audit oversight |
| American Institute of CPAs | Member | Current | Professional standards |
| NACD | Certificate in cyber‑risk oversight | Current | Cyber risk governance credential |
Board Governance
- Committee assignments: Chair, Nominating, Governance & Corporate Responsibility; Member, Audit Committee .
- Independence: Affirmatively determined independent under NYSE and PK guidelines; all standing committees 100% independent .
- Attendance and engagement: Audit Committee attendance 100% (4 meetings, 4 executive sessions); Governance Committee attendance 100% (2 meetings, 2 executive sessions). Full Board held 8 meetings in 2024; each director attended at least 75% of aggregate Board+committee meetings and attended the 2024 annual meeting in person .
- Governance remit: Governance Committee oversees corporate governance programs, Board evaluations, proxy access, stockholder communications, and reviews all related party transactions; Board prohibits hedging/pledging of company stock and maintains robust clawback policy for executives .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Paid quarterly; directors may elect to receive cash fees in fully vested common stock |
| Committee Chair Fee (Governance) | $20,000 | Chair premium |
| Committee Member Fee (Audit) | $7,500 | Member retainer |
| 2024 Fees Earned or Paid in Cash (Bedient) | $103,757 | Portion may be taken as stock (6,684 fully vested shares elected in 2024) |
| Perquisites | Up to 30 complimentary room nights/year; no tax gross‑ups | Incremental room cost borne by company; no tax gross‑ups on this benefit |
Performance Compensation
| Equity Award Detail | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director Restricted Stock (Bedient) | Apr 19, 2024 | 8,668 unvested restricted shares at 12/31/24 | $139,988 | Vests on date of 2025 annual meeting (Apr 25, 2025) |
- No performance metrics or options disclosed for directors; equity is time‑based restricted stock. Directors may elect to receive cash fees in fully vested common stock; Bedient elected 6,684 shares in 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Alaska Air Group, Inc. | Non‑Executive Board Chair | Airline industry exposure; no PK related‑party transactions disclosed |
| Suncor Energy Inc. | Audit Committee Chair | Energy industry oversight; no PK related‑party transactions disclosed |
Expertise & Qualifications
- Financial expert: Identified with accounting/financial expertise and literacy; qualifies as “audit committee financial expert” under SEC rules .
- REIT and real estate experience: Prior REIT CFO experience; broad capital markets and risk management skills .
- Cyber oversight: NACD cyber‑risk oversight certificate .
- Education: BS in Business Administration (Finance & Accounting), Oregon State University; CPA .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficially Owned Shares (PK common) | 113,670; <1% of outstanding |
| Unvested Restricted Shares (12/31/24) | 8,668 |
| 2024 Cash‑Fee Election in Stock | 6,684 fully vested shares |
| Ownership Guidelines | Directors required to hold PK stock equal to 5x annual cash retainer ($80,000) |
| Compliance Status | As of Jan 2, 2025, each independent director satisfied or on track to meet requirement within required time |
| Hedging/Pledging | Prohibited for directors and executive officers |
Governance Assessment
- Board effectiveness: As Governance Chair, Bedient oversees director selection, Board evaluations, corporate responsibility, and related‑party transaction reviews—central to governance rigor and risk oversight . Audit Committee membership underscores financial controls and cyber risk oversight credibility; committee attendance was 100% in 2024 .
- Independence and conflicts: Independence affirmed; no related‑party transactions disclosed involving Bedient. Governance Committee reviews and approves any related‑party transactions >$120,000; directors recuse if interested—lower conflict risk .
- Alignment and compensation signals: Strong ownership alignment via 5x retainer guideline and ability to take cash fees in stock; no director tax gross‑ups; director equity is time‑based restricted stock (no options/PSUs), limiting risk of pay‑for‑performance distortion for directors .
- Shareholder sentiment: Recent say‑on‑pay support for executives at ~93% (2023) and ~94% (2024) indicates favorable investor perception of compensation governance broadly; ongoing outreach conducted to holders of ~52% of shares .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or low attendance for Bedient. Perqs are modest with no tax gross‑ups. Continued monitoring warranted for cross‑directorships but no conflicts identified in PK disclosures .