Douglas M. Pasquale
About Douglas M. Pasquale
Douglas M. Pasquale, age 70, is Chairman of the Board at Sunstone Hotel Investors (SHO) and has served as a director since November 7, 2011; he became Chair on May 1, 2015, served as Interim CEO from September 2, 2021 to March 7, 2022, and Executive Chairman from March 7, 2022 to September 1, 2022 . He is Founder & CEO of Capstone Enterprises Corporation and holds a B.S. in Accounting and an M.B.A. with highest honors from the University of Colorado .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Health Properties (NHP) | Chairman of the Board | May 2009 – Jul 2011 | Led through sale to Ventas; extensive REIT leadership |
| Nationwide Health Properties (NHP) | President & CEO | Apr 2004 – Jul 2011 | Strategic and M&A leadership |
| Nationwide Health Properties (NHP) | EVP & COO; Director | Nov 2003 – Apr 2004; Nov 2003 – Jul 2011 | Operations; board oversight |
| Ventas, Inc. | Senior Advisor; Director | Jul 2011 – Dec 2011; Jul 1, 2011 – May 18, 2017 | Board service at leading healthcare REIT |
| Healthpeak Properties (PEAK) | Senior Advisor | Jun 2017 – Dec 2019 | Advisory to large healthcare REIT |
| ARV Assisted Living | Chairman & CEO | Jun 1998 – Sep 2003 | Senior living operator leadership |
| Atria Senior Living Group | President & CEO | Apr 2003 – Sep 2003 | Transition leadership |
| Richfield Hospitality Services & Regal Hotels Intl – North America | President & CEO; CFO | 1994 – 1998 | Hotel ownership/management, finance |
| Prior roles | Finance, real estate, IB, public accounting | Pre-1994 | Broad transactional background |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Alexander & Baldwin (ALEX) | Lead Independent Director | Audit Chair; Nominating & Corporate Governance member |
| Terreno Realty (TRNO) | Lead Independent Director | Audit; Compensation; Nominating & Corporate Governance member |
| Dine Brands (DIN) | Director | Audit Chair |
Board Governance
- SHO board independence: all directors other than the CEO are independent; Pasquale is independent and serves as Chairman separate from the CEO .
- Committee assignment: member, Nominating & Corporate Governance Committee (NCG) at SHO .
- Attendance: in 2024 the board met six times; all directors attended 100% of board meetings and 100% of committee meetings on which they served .
- Executive sessions: independent directors held executive sessions at least quarterly; Chair presides over executive sessions .
- Policies: anti‑hedging and anti‑pledging for insiders; robust insider trading policy with blackout periods; clawback policy applicable to awards .
- Conflicts: formal conflict‑of‑interest policy requiring NCG approval for transactions involving directors or entities with >5% director interest .
- Accountability: majority voting in uncontested elections; proxy access; opt‑out of certain Maryland anti‑takeover statutes; stockholders may amend bylaws .
Fixed Compensation
| Component | Details |
|---|---|
| Base cash retainer (independent directors) | $70,000 for 2024 elected term and thereafter |
| Committee fees | Chair: $20,000 (Audit/Comp/NCG); Member: $10,000 (each committee) |
| Meeting fees | $1,500 per meeting in excess of 8 per year (Board or committee) |
| Board Chair additional retainers | $60,000 cash and $60,000 equity retainer (annual) |
| Equity retainer | Increased from $105,000 to $115,000 beginning in 2025 (fully vested stock) |
| 2024 Individual Compensation (Director) | Cash Earned | Stock Awards (Grant-Date FV) | Matching Charitable Contributions | Total |
|---|---|---|---|---|
| Douglas M. Pasquale | $137,500 | $158,618 | $5,000 | $301,118 |
Performance Compensation
- Director equity awards are fully vested stock (not performance‑based); clawback policy applies at plan level; director annual cash+equity is capped at $750,000 under the plan .
- 2025 expected director equity grants include $115,000 to each non‑employee director plus an additional $60,000 to the Chairman (fully vested) .
| 2025 Expected Equity (FV) | Amount |
|---|---|
| Pasquale (Chairman) | $175,000 (includes $115,000 director equity + $60,000 chair equity) |
Other Directorships & Interlocks
- Interlock: Pasquale serves on TRNO’s board; SHO director W. Blake Baird is TRNO’s CEO/Chairman and also a SHO director—creating a governance network tie that warrants monitoring for recusals on any overlapping matters .
- Additional boards: ALEX (Lead Independent; Audit Chair) and DIN (Audit Chair), broad audit leadership experience .
Expertise & Qualifications
- Extensive REIT leadership, M&A, strategic planning, finance, and audit oversight; prior CEO roles in senior living and hospitality; identified by SHO for deep real estate and finance transaction experience .
- Academic credentials: B.S. Accounting; M.B.A. (highest honors), University of Colorado; frequent university guest lecturer .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Douglas M. Pasquale | 322,817 | <1% | Includes direct/indirect beneficial ownership per proxy |
- Stock ownership guidelines: independent directors must hold shares equal to at least 5× annual cash retainer; compliance measured using average prior‑year closing price .
- Compliance: as of January 1, 2025, each applicable independent director met or exceeded ownership requirements (includes Pasquale) .
- Hedging/Pledging: prohibited for insiders (directors and officers) .
Governance Assessment
- Strengths: independent Chair separate from CEO; impeccable attendance; strong audit leadership across multiple public boards; robust ownership alignment; strict anti‑hedging/pledging and formal conflicts policy; majority voting and proxy access enhance accountability .
- Signals: Say‑on‑Pay support of 96.9% in 2024 suggests positive investor sentiment toward governance and pay practices broadly at SHO .
- Watch items: multi‑board commitments (ALEX, TRNO, DIN) increase time demands; interlock with TRNO via SHO director Baird warrants vigilance for conflict management and recusals; no related‑party transactions reported >$120k in 2024–2025 proxy period, mitigating immediate conflict risk .