Nina Momtazee Sitzer
About Nina Momtazee Sitzer
Nina Momtazee Sitzer is Peakstone Realty Trust’s Chief Operating Officer, Chief Legal Officer, and Secretary (since June 2023). She has 32+ years in real estate across broad property types; previously served as General Counsel and Chief Administrative Officer at PKST, and was a real estate partner at DLA Piper and Katten Muchin Rosenman. Education: B.A. Emory University; study at the London School of Economics; J.D. Northwestern University Pritzker School of Law. Age: 57. PKST’s compensation framework ties executive pay to strategic execution and non-GAAP REIT measures; the most important performance measures used to link 2024 pay to performance were Net Debt to Normalized EBITDAre, gross asset sales, and Industrial ABR growth . PKST notes holistic pay-for-performance alignment and shows sensitivity to shareholder experience (e.g., capping CEO/CFO payouts and reducing equity grant values), while awarding Ms. Sitzer the maximum annual cash incentive based on expanded responsibilities and execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peakstone Realty Trust | COO, Chief Legal Officer, and Secretary | Jun 2023–present | Operational leadership of listed REIT; expanded responsibilities following promotion |
| Peakstone Realty Trust | Chief Legal & Administrative Officer; EVP–Operations; Secretary | Apr 2023–Jun 2023 | Legal and operations leadership during listing transition |
| Peakstone Realty Trust | General Counsel; Chief Administrative Officer; Secretary | Jan 2021–Apr 2023 | Governance, legal, admin leadership during portfolio restructuring |
| Peakstone Realty Trust | EVP–General Counsel | Jun 2019–Jan 2021 | Built legal function post-2019; supported strategic transactions |
| DLA Piper LLP (US) | Partner, Real Estate Department | Dec 2011–2019 | Led complex real estate transactions and advisory in Chicago |
| Katten Muchin Rosenman | Partner, Real Estate Group | 1994–2011 | Real estate transactional practice in Chicago |
External Roles
No public company directorships or external board roles disclosed for Ms. Sitzer in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $575,000 |
| Target Bonus (% of Salary) | 125% (per original agreement: 75/125/175 threshold/target/max) | 150% (2023 bonus opportunity 100/150/200) | 150% (2024 bonus opportunity 100/150/200) |
| Actual Annual Cash Incentive ($) | — | $1,000,000 | $1,150,000 (133% of target) |
| All Other Compensation ($) | $187,525 | $166,259 | $206,140 |
| Total Compensation ($) | $2,437,524 | $2,666,233 | $2,931,135 |
Performance Compensation
| Component | Metric/Criteria | Weighting | Target | Actual/Result | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (Base Bonus) | Operating a listed REIT; strategic direction; board engagement; lender/investor relations | Up to target (cap at target) | Target level performance | Determined achieved at target based on listed REIT operating achievements | Included in total bonus | Paid Q1 2025 |
| Annual Cash Incentive (Outperform Bonus) | Strategic Dispositions | 30% | ≥$200mm gross proceeds (ex-AIG) & reduce “Other” segment assets | >$100mm gross proceeds; “Other” segment assets reduced by 100% (substantially achieved) | Contributed to max eligibility | Paid Q1 2025 |
| Annual Cash Incentive (Outperform Bonus) | Debt Solution | 30% | Sustainable capital structure enabling flexibility | Amended and extended Credit Facility (achieved) | Contributed to max eligibility | Paid Q1 2025 |
| Annual Cash Incentive (Outperform Bonus) | Growth Strategy | 25% | Identify and begin execution of accretive strategies | Completed IOS portfolio acquisition; sold “Other” segment assets (achieved) | Contributed to max eligibility | Paid Q1 2025 |
| Annual Cash Incentive (Outperform Bonus) | Effective Messaging/Company Support | 10% | Increase stakeholder meetings & messaging | Employed stakeholder engagement; investor outreach (as described) | Contributed to max eligibility | Paid Q1 2025 |
| Annual Cash Incentive (G&A Management) | G&A ≤ 2023 run-rate (ex-severance) | 5% | ≤ 2023 run-rate | ~9% reduction vs 2023 run-rate (achieved) | Contributed to max eligibility | Paid Q1 2025 |
| Annual Cash Incentive (Total) | Based on above | — | Target: $862,500 | Actual: $1,150,000 (133% of target) | Maximum achieved for Ms. Sitzer | Paid Q1 2025 |
| RSUs (Granted 4/1/2024) | Time-based RSUs; dividend equivalents | — | — | $1,000,000 grant; 61,996 RSUs; vest 12/31/2024, 12/31/2025, 12/31/2026 | N/A | Time-vest; settlement in shares or cash per plan |
| RSUs (Granted 3/7/2025) | Time-based RSUs; dividend equivalents | — | — | $1,000,000 grant; 82,169 RSUs; vest 12/15/2025, 12/15/2026, 12/15/2027 | N/A | Time-vest; settlement in shares |
Equity Ownership & Alignment
| Ownership Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (Common + OP Units) | 6,843; <1% | 13,865; <1% | 30,751; <1% |
| Outstanding Unvested RSUs at FY-end | — | 47,244 RSUs; $522,991 market value (12/31/2024) | — |
| Ownership Guidelines | 3× base salary for execs; 5-year compliance window from 4/13/2023 or appointment date | 3× base; 5-year window | 3× base; 5-year window |
| Hedging/Pledging | Prohibited (options, short sales, margin, hedging, pledging) | Prohibited | Prohibited |
| Pledged Shares | None known; company states no pledging by execs/trustees | None known | None known |
Vesting Schedule Detail (as disclosed)
| Vesting Date | Shares Vesting (Sitzer) |
|---|---|
| 2025-03-25 (from 3/25/2021 RSU award) | 929 |
| 2025-12-31 (time-based RSUs from 2024 grant) | 25,649 |
| 2026-12-31 (time-based RSUs from 2024 grant) | 20,666 |
| 2025-12-15, 2026-12-15, 2027-12-15 (2025 grant) | 82,169 RSUs vest in equal thirds |
Employment Terms
- Agreement: Amended and Restated Employment Agreement effective at listing (March 23, 2023) with initial 5-year term; auto-renews annually unless notice of non-renewal; role updated to Chief Operating Officer, Chief Legal Officer, and Secretary from June 23, 2023 .
- Base Salary: Agreement provides initial base salary of $500,000; subject to annual review for increase (not decrease). Actual salary paid in 2024 was $575,000 (reflecting expanded responsibilities and title change) .
- Annual Incentive Opportunity: Threshold/Target/Max at 100%/150%/200% of base salary for 2023–2024; metrics set annually by Compensation Committee .
- Equity Awards: Time-vesting RSUs with dividend equivalents; vesting over three years; settlement in shares (or cash for 2024 grants under plan limits) .
- Severance (non-CIC): Lump sum 1.5× (base salary + Average Incentive Bonus) + 18 months healthcare; pro-rated bonus for year of termination; accelerated vesting provisions per agreements .
- Change in Control (termination within 6 months before or 12 months after CIC): Lump sum 2.5× (base salary + Average Incentive Bonus) + 30 months healthcare; pro-rated bonus; accelerated RSU vesting .
- Death/Disability: Lump sum equal to 18 months of healthcare benefits; pro-rated bonus; accelerated RSU vesting .
- Clawback: Policy for Recovery of Erroneously Awarded Compensation adopted October 2, 2023 (NYSE-compliant; 3-year lookback on incentive-based comp upon restatement) .
- Anti-Hedging/Pledging: Covered persons prohibited from options trading, short sales, margin accounts, hedging/monetization, and pledging of company securities .
Investment Implications
- Pay-for-performance alignment with strategic execution: Ms. Sitzer’s 2024 annual cash incentive paid at maximum ($1,150,000; 133% of target) reflecting expanded scope and execution against dispositions, credit facility amendment, and IOS acquisition; her equity grants were held flat at $1,000,000 for 2024 performance while CEO/CFO values were reduced, indicating targeted retention for operations leadership .
- Upcoming vesting cadence may create incremental liquidity windows: Significant scheduled vesting in late 2025 and 2026 (25,649 and 20,666 shares from 2024 grant) plus 2025 grant tranches on Dec 15, 2025–2027; combined with dividend equivalents, these could contribute to near-term selling capacity, though hedging/pledging prohibitions mitigate alignment risks .
- Severance and CIC economics suggest retention and negotiated protection: 1.5× cash severance (salary+avg bonus) and 2.5× upon CIC-related termination, plus healthcare and RSU acceleration, offer stability for continuity of operations during strategic pivot; investors should monitor board use of negative discretion on cash incentives to maintain alignment with shareholder experience .
- Ownership alignment improving: Beneficial ownership rose from 6,843 (2023) to 30,751 (2025), albeit still <1% of shares; PKST’s 3× salary ownership guideline and five-year compliance window support increased skin-in-the-game over time .
- Governance backdrop is supportive: 2024 Say-on-Pay approval of 83% and the adoption of a NYSE-compliant clawback policy help mitigate compensation risk; investors should note PKST’s proposal to increase LTIP share pool by 2,000,000 shares (potential dilution offset by strategic incentive flexibility) .