Timothy J. Naughton
About Timothy J. Naughton
Independent director of Park Hotels & Resorts Inc. since 2017; age 63. Non-Executive Chairman and former CEO of AvalonBay Communities; current director at BXP, Inc. Education: MBA, Harvard Business School; BA in Economics with High Distinction, University of Virginia (Phi Beta Kappa). Core credentials: REIT CEO experience, extensive public company board service, real estate and capital markets expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvalonBay Communities, Inc. | Chairman of the Board | May 2013–Jan 2022 | Led board during pivotal strategy execution and capital allocation for a large multifamily REIT. |
| AvalonBay Communities, Inc. | Chief Executive Officer | Jan 2012–Jan 2022 | Guided operations, portfolio strategy, and investor alignment as CEO. |
| AvalonBay Communities, Inc. | President | Feb 2005–Feb 2021 | Senior executive leadership across multi-decade growth. |
| AvalonBay Communities, Inc. | Chief Operating Officer | 2001–2005 | Oversight of operating performance and execution. |
| AvalonBay Communities, Inc. | SVP, Chief Investment Officer | 2000–2001 | Led investment strategy and capital deployment. |
| AvalonBay Communities, Inc. | SVP/VP, Development & Acquisitions | 1993–2000 | Development and acquisitions leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AvalonBay Communities, Inc. (NYSE: AVB) | Non-Executive Chairman of the Board | Current | Governance leadership at major multifamily REIT. |
| BXP, Inc. (NYSE: BXP) | Director | Since May 2024 | Board oversight at leading office REIT. |
| Welltower Inc. (NYSE: WELL) | Director | 2013–2019 | Board experience in healthcare REIT sector. |
| Nareit | Executive Board (prior) | Past | Industry policy and REIT advocacy leadership. |
| Urban Land Institute | Multifamily Council (past Chair) | Past | Sector expertise and best-practice dissemination. |
| Real Estate Round Table; Real Estate Forum | Member | Current | Industry-wide policy and thought leadership forums. |
| Jefferson Scholars Foundation (UVA) | Board | Current | Academic foundation governance. |
Board Governance
- Independence: Affirmed by PK’s Board under NYSE standards; all committee memberships are independent.
- Committee assignments: Compensation & Human Capital Committee member; Nominating, Governance & Corporate Responsibility Committee member.
- Attendance/engagement: Board met 8 times in 2024; each director attended at least 75% of combined Board and committee meetings; Compensation Committee met 7 times (97% attendance overall); Governance Committee met 2 times (100% attendance overall).
- Board structure: Combined Chair/CEO with strong Lead Independent Director (Sadove) and fully independent committees; regular executive sessions.
- Related party oversight: Governance Committee reviews all related-party transactions; directors with interests recuse from votes.
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $80,000 (basis for ownership guideline) |
| Committee fees (member) | $7,500 per committee (Compensation; Governance) |
| Chair/Lead Independent Director fees | Not applicable (Naughton is not chair/LID) |
| Equity grant (annual) | Restricted stock granted April 19, 2024; vests April 25, 2025 |
| Director travel benefit | Up to 30 complimentary room nights per year; no tax gross-ups |
| 2024 Director Compensation (PK) | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Timothy J. Naughton | 98,692 | 139,988 | — | 238,680 |
Notes: Naughton elected to receive a portion of cash compensation in fully vested shares (6,316 shares in 2024).
Performance Compensation
- PK non-employee directors do not receive performance-based pay; annual equity is time-based restricted stock (grant 4/19/2024, vest 4/25/2025).
- No options/SARs were granted to directors in 2024; equity awards are restricted stock under the Non-Employee Director Stock Plan.
| Equity Award Detail (2024) | Grant Date | Unvested Shares at 12/31/2024 | Vest Date | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Annual Restricted Stock | Apr 19, 2024 | 8,668 (each non-employee director) | Apr 25, 2025 | 139,988 (Naughton) |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Comment |
|---|---|---|---|
| AvalonBay Communities (AVB) | Multifamily REIT | Non-Exec Chairman | Residential REIT; limited direct overlap with lodging operations. |
| BXP, Inc. (BXP) | Office REIT | Director (since May 2024) | Office REIT exposure; no disclosed transactions with PK. |
Expertise & Qualifications
- REIT CEO background; extensive real estate operations and capital markets experience; management and risk oversight skills.
- Academic credentials: MBA (Harvard); BA Economics (UVA, Phi Beta Kappa).
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (PK) | 118,403 |
| Shares outstanding (record date) | 201,864,175 |
| Ownership % of outstanding | ~0.0586% (118,403 / 201,864,175) |
| Unvested restricted shares (12/31/2024) | 8,668 (per director annual grant) |
| Director ownership guideline | 5x annual cash retainer ($400,000 in stock value) |
| Compliance status | Each independent director satisfied or on track as of Jan 2, 2025 |
| Hedging/pledging policy | Prohibited for directors and officers |
Governance Assessment
- Committee contributions: Active member on Compensation and Governance committees overseeing CEO succession planning, pay risk, director compensation, governance practices, and related-party review—aligned with investor interests in accountability and risk control.
- Independence and alignment: Independence affirmed; strong stock ownership requirements with directors in compliance/on track; hedging/pledging prohibited—positive alignment signals.
- Engagement and attendance: Board met 8 times; strong committee activity (Comp 7, Gov 2) with robust attendance; each director ≥75% attendance—supports board effectiveness.
- Compensation mix: 2024 mix skewed toward equity (approx. 59% equity, 41% cash based on $139,988 vs $98,692)—supports pay-for-governance alignment; director choice to take cash in shares reinforces skin-in-the-game.
- Conflicts/related-party: Governance Committee reviews all related-party transactions; no specific Naughton-related transactions disclosed in proxy; other board roles (AVB, BXP) are in different real estate subsectors, suggesting low direct conflict risk at PK.
- Shareholder signals: Recent say-on-pay support (93% in 2023; 94% in 2024) and ongoing investor outreach reflect responsiveness to shareholder feedback—positive governance sentiment.
RED FLAGS: None identified specific to Naughton in PK’s proxy (no pledging, tax gross-ups are not provided on director travel; independence affirmed). Monitor for any future related-party transactions through Governance Committee disclosures.