Andrew Batinovich
About Andrew Batinovich
Andrew Batinovich (age 66) has served as an independent director of Sunstone Hotel Investors, Inc. since November 7, 2011, bringing deep REIT, real estate, and finance expertise; he is President and CEO of privately held Glenborough, L.P. and previously co-founded and led Glenborough Realty Trust (NYSE REIT) in multiple senior roles, and began his career at Security Pacific National Bank . He holds a B.A. in International Business Administration from the American University of Paris and is designated as an Audit Committee financial expert by SHO’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glenborough, L.P. | President & CEO | 2010–present | Leads private real estate investment company; acquired Glenborough, LLC assets from Morgan Stanley affiliate |
| Glenborough, LLC (MS affiliate) | President & CEO | 2006–2010 | Ran post-take-private entity after sale of Glenborough Realty Trust |
| Glenborough Realty Trust (NYSE REIT) | Co-Founder; President (1997), CEO (2003); Director; also COO/CFO | 1996–2006 (sold 2006) | Built and led a lodging/office REIT; extensive REIT and capital markets execution |
| Glenborough Corporation | COO/CFO | pre-1996 (merged into REIT in 1996) | Private investment/management; executed private placements across property types |
| Security Pacific National Bank | Officer | pre-1983 | Early finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American University of Paris | Trustee | Not disclosed | Governance role at academic institution |
| Other public company boards | — | — | None disclosed for Batinovich in SHO proxy |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; SHO’s committees are entirely independent; Audit Committee members (including Batinovich) are financial experts .
- Committee memberships (current): Audit Committee (member), Compensation Committee (member); designated Audit Committee financial expert (F) .
- Attendance: Board met six times in 2024; all directors attended 100% of Board and their committee meetings .
- Executive sessions: Independent directors held executive sessions at least quarterly; Chair presides .
| Committee | Role | 2024/Current Membership |
|---|---|---|
| Audit | Member; Financial Expert | Yes |
| Compensation | Member | Yes |
| Nominating & Corporate Governance | — | Not listed for Batinovich |
Fixed Compensation
| Component | Structure | Value/Status |
|---|---|---|
| Annual cash retainer (independent directors) | Increased to $70,000 effective for 2024 elected term | $70,000 |
| Committee chair fee | $20,000 per chair (Audit; Compensation; NCG) | $20,000 |
| Committee member fee | $10,000 per committee membership | $10,000 |
| Meeting fees | $1,500 per meeting only if >8 meetings in 12-month period | As applicable |
| Board Chair additional cash | $60,000 | $60,000 (Chair only) |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Matching Contributions ($) | Total ($) |
|---|---|---|---|---|
| Andrew Batinovich | 87,500 | 100,942 | — | 188,442 |
Notes:
- Stock award grant-date fair value is determined by dividing the grant amount ($105,000 in 2024, $165,000 for Chair) by average closing price over the 20 trading days ending three days prior to grant .
Performance Compensation
| Component | Structure | Vesting/Performance Link |
|---|---|---|
| Annual equity retainer (independent directors) | $105,000 grant-date fair value (2024); increased to $115,000 beginning in 2025 | Fully vested upon grant; no performance conditions |
SHO’s director equity awards vest on grant and are not tied to performance metrics, aligning with market practice while paired with stringent stock ownership guidelines .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Batinovich in SHO proxy |
| Private/Non-profit roles | Trustee, American University of Paris |
| Shared directorships with competitors/suppliers/customers | Not disclosed; SHO adopts conflict review via NCG Committee |
Expertise & Qualifications
- REIT and real estate operator/investor; past CEO/CFO/COO roles across public and private platforms .
- Audit Committee financial expert; all audit members possess accounting and financial management expertise .
- Capital markets and transaction experience; corporate governance familiarity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guideline | Compliance Status | Hedging/Pledging |
|---|---|---|---|---|---|
| Andrew Batinovich | 126,503 | <1% | Independent Director: 5x annual cash retainer | As of Jan 1, 2025, applicable independent directors met/exceeded guidelines | Company prohibits hedging and pledging of company stock |
Governance Assessment
-
Positives:
- Independent director; dual membership on Audit and Compensation Committees; designated financial expert—enhances oversight of financial reporting and pay practices .
- Strong attendance and engagement (100% Board and committee attendance in 2024) supports board effectiveness .
- Ownership alignment: stringent stock ownership guideline (5x cash retainer) with compliance affirmed as of Jan 1, 2025; anti-hedging/pledging policy reduces misalignment risk .
- No related-party transactions since start of FY2024; conflicts subject to NCG approval policy .
- Broader governance: majority independent board, independent Chair, executive sessions each meeting, clawback policy in place; strong investor support for say-on-pay (96.9% approval in 2024) .
-
Watch items (noted but not red flags based on disclosures):
- Director equity awards vest on grant (no performance link), relying on ownership guidelines and committee independence to ensure alignment .
- External executive role at Glenborough, L.P. is in real estate; SHO’s conflict policy requires NCG approval for any transactions involving director-affiliated entities (none disclosed) .