Kristina M. Leslie
About Kristina M. Leslie
Independent director of Sunstone Hotel Investors (SHO) since April 29, 2021; age 60. Former Chief Financial Officer of DreamWorks Animation (2003–2007), where she led the company’s $840 million IPO in 2004. Education: B.A. in Economics (Bucknell University) and M.B.A. in Finance (Columbia University). She is designated an Audit Committee Financial Expert and serves as Chair of SHO’s Audit Committee and as a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DreamWorks (later DreamWorks Animation) | Head of Strategic Planning & Corporate Finance (1996); CFO (from 2003) | 1996–2007 | Led $840M IPO (2004); oversaw planning, investor and banking relationships |
| Paramount Communications / Viacom | Treasury, IR, Strategic & Financial Planning; Director of Strategic & Financial Planning (Viacom) | Early career – 1996 | Corporate finance and planning roles |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Blue Shield of California | Director; Chair of the Board; Nominating & Governance Committee member | Private/Non-profit | Current |
| Justworks, Inc. | Director; Audit Chair; Compensation Committee member | Not specified as public | Current |
| Hinge Health | Director; Audit Chair | Private | Current |
| Rover Group, Inc. (Nasdaq: ROVR) | Director; Audit Chair; Compensation Committee member | Public → Privatized | Served until privatization in Feb 2024 |
Board Governance
- Independence: SHO’s Board is majority independent; all directors other than the CEO are independent. All Board committees are composed solely of independent directors .
- Committee assignments (2025 slate): Audit Committee (Chair); Compensation Committee (Member). Audit Committee members are all “financial experts” .
- Attendance: In 2024, the Board held six meetings (plus three written consents); all directors attended 100% of Board and their committee meetings .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Audit Committee oversight: Four meetings in 2024; oversees financial reporting, internal control over enterprise risks (including cybersecurity), auditor independence, and earnings disclosure practices .
Fixed Compensation (Director)
| Component | 2024 Structure | Leslie 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $70,000 (effective 2024 elected term) | Included in fees | Board-approved update in 2024 |
| Committee chair fee | $20,000 (Audit) | Included in fees | Committee structure table |
| Committee member fee | $10,000 (Compensation) | Included in fees | Committee structure table |
| Meeting fees | $1,500 per meeting above 8 meetings/year | N/A shown | Applies only beyond 8 per body |
| Board Chair supplements | +$60,000 cash and +$60,000 equity | N/A | Applies to Board Chair only |
| Fees earned in cash (Leslie) | — | $97,500 | As reported in 2024 director compensation table |
| Matching charitable contributions (Leslie) | — | $0 | As reported |
Performance Compensation (Director)
| Component | 2024 Amount | 2025 Policy Update | Vesting/Method |
|---|---|---|---|
| Annual equity retainer (all independent directors) | $105,000 grant-date value; Leslie reported $100,942 | Increases to $115,000 in 2025 | Fully vested stock; shares determined by 20-day average close pre-grant |
No director performance metrics (e.g., AFFO, TSR) are tied to non-employee director pay; equity is delivered as fully vested stock awards per policy .
Other Directorships & Interlocks
- Current public company boards: None listed in SHO’s 2025 proxy nominee summary; prior public service at Rover Group, Inc. until its February 2024 privatization .
- Related-party transactions: SHO discloses no related party transactions since the beginning of fiscal 2024 and maintains a formal approval policy for any such transactions .
- Conflict of interest: SHO policy requires Nominating & Corporate Governance Committee approval for director-related transactions; Code prohibits corporate opportunities misuse .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep finance, accounting, capital markets, governance, risk management experience (skills matrix reflects “Accounting/Financial Expert,” among others) .
- Executive leadership and investor relations background as former CFO; extensive public/private board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kristina M. Leslie | 38,098 | <1% | As of March 5, 2025; percent marked “*” <1% |
| Director ownership guideline | 5x annual cash retainer | — | Must comply within 5 years of election; fully vested shares count |
| Compliance status (as of Jan 1, 2025) | Independent directors met/exceeded | — | Company disclosure states applicable independent directors in compliance |
| Hedging/pledging | Prohibited | — | No pledging or hedging of company stock allowed |
Governance Assessment
- Strengths
- Independent Audit Committee Chair and Audit Committee Financial Expert, with 100% attendance and robust committee oversight including cybersecurity and disclosure controls .
- Strong alignment policies: five-times retainer ownership requirement; anti-hedging/pledging; majority independent board; executive sessions each meeting .
- Conservative director pay structure benchmarked by an independent consultant (FPC); total 2024 pay ~$198k, with a balanced cash/equity mix .
- No related-party transactions; formal conflict approval policy .
- Watch items
- Multiple external board roles (audit chair roles at private companies and non-profit board chair) imply meaningful time commitments; however, SHO reports full attendance and no overboarding red flags in the proxy .
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay approval was 96.9% in 2024; SHO describes ongoing investor engagement across governance and compensation topics, with executive sessions each quarterly meeting .
Compensation Committee Analysis (Context)
- Composition: W. Blake Baird; Andrew Batinovich; Monica S. Digilio (Chair); Kristina M. Leslie; all independent; four meetings in 2024 .
- Use of independent consultant (Ferguson Partners Consulting) for executive and director pay benchmarking; no compensation committee interlocks disclosed .