Thomas A. Natelli
About Thomas A. Natelli
Independent director of Park Hotels & Resorts Inc. since 2019; age 64. Natelli is President & CEO of Natelli Communities, a privately held real estate investment and development company (since 1987). He holds a B.S. in Mechanical Engineering from Duke University and brings deep real estate and prior public REIT board experience to PK’s board. Committees: Audit and Nominating, Governance & Corporate Responsibility (Governance). Independence: Independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natelli Communities (private) | President & CEO | 1987–Present | Leads real estate investment and development operations |
| Chesapeake Lodging Trust (NYSE: CHSP) | Director | 2010–2019 | PK acquired CHSP in 2019; REIT board experience |
| Highland Hospitality Corporation (NYSE: HIH) | Director | 2003–2007 | Lodging REIT board experience |
| Suburban Hospital Healthcare System | Trustee | 1993–2006 | Nonprofit governance |
| FBR National Bank & Trust (affiliate of Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR)) | Director | 2001–2005 | Financial services oversight |
| Montgomery County Chamber of Commerce | President of the Board | 1993 | Regional business leadership |
External Roles
| Organization | Type | Role | Tenure/Status | Notes |
|---|---|---|---|---|
| Quantum Loophole, Inc. | Private (data center campuses) | Director | 2021–2024 | Private company board service |
| Duke University – School of Engineering | Academic | Past Chairman; Board member | 2006–Present | Academic oversight and alumni leadership |
| Catholic Charities of Washington, DC | Nonprofit | President’s Council | 2014–Present | Community engagement |
| Other current public company boards | Public | — | None | Disclosed: none |
Board Governance
| Committee | Role | Meetings in 2024 | Attendance | Notes |
|---|---|---|---|---|
| Audit Committee | Member | 4 | 100% | Committee of independent directors; Natelli is a member; three “audit committee financial experts” designated are Bedient, Kelly, Eckert (Natelli not designated as “financial expert”) |
| Nominating, Governance & Corporate Responsibility | Member | 2 | 100% | All members independent; oversees related-party transaction reviews and corporate responsibility oversight |
| Full Board | Director | 8 | ≥75% | All directors attended ≥75% of aggregate Board+committee meetings; all nine directors attended 2024 annual meeting in person |
| Independence | — | — | — | Board reports 8/9 directors are independent; committees are 100% independent |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards (Grant-Date Fair Value) ($) | All Other Comp ($) | Total ($) | Cash Fees Elected in Stock (Shares) |
|---|---|---|---|---|---|
| 2024 | 94,965 | 139,988 | — | 234,953 | 6,098 (fully vested shares granted during 2024 for fee elections) |
Program structure for independent directors (2024–2025): Annual cash retainer $80,000; Committee member fee $7,500; Committee chair fees: Audit $25,000, Compensation $20,000, Governance $20,000; Lead Independent Director $35,000. Directors may elect to receive cash fees in fully vested shares; equity grants are in restricted stock vesting at the next annual meeting.
Performance Compensation
| Award | Grant Date | Type | Shares/Units | Vesting | Grant-Date Fair Value | |---|---|---:|---|---:| | Annual director equity grant | Apr 19, 2024 | Restricted Stock | 8,668 (per non-employee director) | Vests on Apr 25, 2025 (2025 annual meeting) | $139,988 (aggregate grant-date fair value for Natelli in 2024) |
Notes:
- Director equity is time-vesting only; no performance metrics (e.g., TSR/EBITDA) apply to non-employee director equity at PK.
- PK sought stockholder approval in 2025 to expand the non-employee director stock plan share pool (+875,000 shares) and extend the plan term; if not approved, a portion of director equity could be paid in cash. Context for forward equity availability, not a 2024 grant to Natelli.
Other Directorships & Interlocks
| Company | Ticker | Capacity | Overlap/Interlock Considerations |
|---|---|---|---|
| Chesapeake Lodging Trust | CHSP | Former Director (2010–2019) | PK acquired CHSP in 2019; prior board service provides sector knowledge; no current interlock disclosed |
| Highland Hospitality Corporation | HIH | Former Director (2003–2007) | Prior lodging REIT board experience; no current interlock disclosed |
| Current public company boards | — | None | None disclosed |
Expertise & Qualifications
- Real estate and REIT governance experience; prior public REIT boards (CHSP, HIH) and long-tenured real estate operating executive (Natelli Communities).
- Financial literacy (Audit Committee member), business operations, risk oversight, and management experience (per PK’s skills matrix and committee roles).
- Education: B.S. Mechanical Engineering, Duke University.
Equity Ownership
| As-Of Date | Total Beneficially Owned Shares | % of Shares Outstanding | Noted Indirect Holdings | Unvested Restricted Shares |
|---|---|---|---|---|
| Mar 3, 2025 (Proxy Record Date) | 223,168 | <1% (“*”) | 1,570 shares each in four 2011 Receiving Trusts; 18,840 via limited partnership (50% owner and president of GP); 6,280 in each of two LLCs (50% owner and managing member) | 8,668 (from Apr 19, 2024 grant; unvested as of Dec 31, 2024) |
Ownership alignment and policies:
- Director stock ownership guideline: 5x annual cash retainer ($80,000), i.e., $400,000 in stock; directors expected to comply within 5 years; as of Jan 2, 2025, each independent director satisfied or was on track.
- Hedging and pledging of company stock are prohibited for directors and executive officers.
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Post-Transaction Direct Holdings | Notes/Source |
|---|---|---|---|---|---|
| Sep 23, 2025 | Stock award in lieu of Q3’25 cash board fees (fully vested) | 2,271 | $0.00 | 207,778 (direct) | Election to receive fees in unrestricted common stock; indirect holdings disclosed by trusts/LP/LLCs in filing |
Director fee elections in 2024 resulted in 6,098 fully vested shares granted over the year (aggregated), consistent with PK’s director fee-in-stock program.
Board Governance Signals
- Independence and committee engagement: Independent director; active on Audit and Governance Committees with 100% committee attendance in 2024; full board attendance threshold met; attended 2024 annual meeting. These are positive signals for board effectiveness.
- Audit oversight: Member of Audit Committee; not designated as an “audit committee financial expert,” which concentrates that designation with other members (Bedient, Kelly, Eckert). Balanced mix is typical; no red flag.
- Ownership alignment: Meaningful personal share ownership with additional indirect family entities; adheres to 5x retainer ownership guideline; frequent election to receive cash fees in stock further aligns incentives.
- Conflicts/related parties: PK discloses a formal related person transaction policy with Governance Committee review; the 2025 proxy does not disclose any related-party transactions involving Natelli.
Governance Assessment
- Positives: Independent status; strong committee participation and attendance; real estate/REIT operating and board experience; significant equity alignment including stock-for-fees elections; compliance with strict ownership and anti-hedging/pledging policies.
- Watch items: Not an “audit committee financial expert” (others fulfill this role); monitor for any future related-party interactions given private real estate interests, recognizing PK’s policy framework requires pre-approval and recusal. No such transactions disclosed for 2024/early 2025.