Monica S. Digilio
About Monica S. Digilio
Independent director since April 30, 2020; age 61. Founder and CEO of Compass Advisors LLC with 30+ years of C‑suite experience in hospitality, gaming, entertainment, and real estate. Former EVP/CHRO at Caesars Entertainment (2018–2020), Montage International (6 years), and Kerzner International (12 years); began career at ITT Sheraton (10 years) and led HR integration in the 1997 Starwood merger. Holds M.S. and B.S. from Ithaca College; active in WCD and NACD; Advisory Board Member at Cornell’s Pillsbury Institute for Hospitality Entrepreneurship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Entertainment (NASDAQ: CZR) | EVP & Chief Human Resources Officer; led HR and Corporate Social Responsibility (ESG oversight) | 2018–2020 | Oversaw HR, CSR/ESG programs |
| Montage International | EVP & Chief Human Resources Officer | ~6 years | Senior executive HR leadership |
| Kerzner International (Atlantis, One&Only) | EVP, Global HR & Administration | ~12 years | Global HR administration across hospitality assets |
| ITT Sheraton | VP, HR North America & Franchise Divisions | ~10 years | Led HR integration for Starwood merger (1997) |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Compass Advisors LLC | Founder & CEO | Current | Strategic advisory in HR, talent, leadership, org development |
| The Venetian Resort Las Vegas | Director | Current | Board oversight for major resort asset |
| CopperPoint Insurance Companies | Director | Current | Insurance sector governance |
| Seaport Entertainment Group (NYSE: SEG) | Director | Current | Public company board experience |
| Cornell Pillsbury Institute for Hospitality Entrepreneurship | Advisory Board Member | Current | Academic advisory in hospitality entrepreneurship |
| WCD Foundation; NACD | Member | Current | Director networks and governance credentials |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined all directors except the CEO are independent under NYSE standards; Digilio is independent .
- Attendance: In 2024, all directors attended 100% of Board meetings (6) and 100% of their committee meetings; Board also acted by written consent three times .
- Committee activity and governance cadence:
- Compensation Committee: Independent; 4 meetings in 2024; charter responsibilities include NEO/director pay, succession planning, clawback policy oversight, human capital programs, and CD&A review .
- Nominating & Corporate Governance: Independent; 4 meetings in 2024; responsibilities include director nominations, governance guidelines, Board evaluation, conflict approvals, and oversight of Corporate Responsibility/ESG .
- Executive sessions: Independent directors meet in executive session at least quarterly; Chairman Douglas M. Pasquale presides .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (Independent directors) | $70,000 (effective 2024 term) | Increased from $60,000; paid quarterly in arrears |
| Committee chair fees | $20,000 per committee (Audit, Compensation, NCG) | Digilio chairs Compensation |
| Committee member fees | $10,000 per committee | Digilio is member of NCG |
| Meeting fees | $1,500 per meeting in excess of 8 per year (Board or each Committee) | Only if thresholds exceeded |
| Reimbursements/perquisites | Up to $5,000 annually for room/tax at company hotels; up to $5,000 matching charitable gifts | Standard non-cash benefits |
2024 Independent Director Compensation (actual):
| Name | Cash Fees ($) | Stock Awards ($) | Matching Charitable Contributions ($) | Total ($) |
|---|---|---|---|---|
| Monica S. Digilio | 97,500 | 100,942 | — | 198,442 |
Equity retainer valuation mechanics: Annual equity retainer granted as fully vested stock; 2024 grant value $105,000; the number of shares is computed by dividing the grant value by the average closing price over the 20 trading days ending three trading days prior to the grant date . Beginning in 2025, the annual equity retainer increased to $115,000 .
Performance Compensation
- Structure: Independent director equity awards are fully vested upon grant; no performance‑vesting, options, or PSU metrics apply to directors .
- Company performance metrics (for NEO pay program context, not director pay): Relative TSR, AFFO/share, and Capital Recycling used in 2024 NEO compensation design .
Other Directorships & Interlocks
| Company | Market/Type | Potential Interlock/Conflict Relevance |
|---|---|---|
| The Venetian Resort Las Vegas | Private resort asset | Hospitality governance experience; no related-party transactions disclosed at SHO |
| CopperPoint Insurance Companies | Insurance | Unrelated sector; no related-party transactions disclosed at SHO |
| Seaport Entertainment Group (NYSE: SEG) | Public company | Entertainment; disclosure of external public board; no SHO related-party transactions disclosed |
- Related-party transactions: SHO reports no related-party transactions ≥$120,000 since the start of FY2024; NCG Committee must approve related party transactions involving directors/officers/employees or entities with ≥5% interests .
Expertise & Qualifications
- Skills matrix highlights: Corporate governance/IR, Executive leadership, HR/Compensation, Hotels/Operations, Hotel/Real Estate investments, ESG/Corporate Responsibility, Risk management .
- Education and credentials: M.S. and B.S. from Ithaca College; memberships in WCD and NACD .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 50,568 shares (as of March 5, 2025) |
| Shares outstanding (reference) | 201,198,892 shares (as of March 5, 2025) |
| Ownership as % of outstanding | ≈0.025% (50,568 ÷ 201,198,892; calculated from cited figures) |
| Director ownership guidelines | Independent directors must hold ≥5× annual cash retainer |
| Compliance status | As of Jan 1, 2025, each applicable independent director met or exceeded ownership requirements |
| Pledging/hedging | No pledging or hedging disclosures noted; no related-party transactions disclosed |
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee with explicit charter oversight of clawback policy and human capital; 100% attendance; multi‑asset hospitality experience; compliance with stock ownership guidelines .
- Compensation alignment: Director pay is market‑benchmarked (FPC Board Compensation Report) with modest increases (cash retainer to $70k, equity retainer to $115k in 2025); equity grants are fully vested, standard for REIT boards; no options or performance‑vesting implying lower risk of misaligned incentives for directors .
- Conflicts: Founder/CEO of Compass Advisors LLC; SHO reports no related‑party transactions since FY2024 and requires NCG approval for any conflicts—mitigating risk .
- Shareholder signals: 2025 Say‑on‑Pay support strong (For: 169,901,185; Against: 7,995,968; Abstain: 254,666; Broker non‑votes: 6,128,371) . Amendment to the 2022 Incentive Award Plan approved (For: 167,941,820; Against: 9,982,396; Abstain: 227,603; Broker non‑votes: 6,128,371) .
RED FLAGS: None disclosed regarding related-party transactions, option repricings, tax gross‑ups, or low attendance. Director equity is fully vested on grant—common practice, but investors may prefer some deferral or holding requirements; SHO’s 5× retainer guideline mitigates alignment concerns .