W. Blake Baird
About W. Blake Baird
Independent director at Sunstone Hotel Investors (SHO) since 2016; age 64. Co‑founder, Chairman and CEO of Terreno Realty Corporation (TRNO) since 2010; prior roles include President of AMB Property (now Prologis) and Managing Director at Morgan Stanley’s Real Estate Investment Banking group. Education: B.S. Economics (Wharton, magna cum laude), B.A. History (Penn, magna cum laude), M.B.A. (NYU) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AMB Property Corporation (now Prologis) | President; Director; Chair of Investment Committee; joined as CIO | President 2000–2006; Director 2001–2006; CIO from 1999 | Led global industrial RE developer/operator |
| Terreno Capital Partners LLC | Managing Partner & Co‑founder | 2007–2010 | Private real estate investment firm |
| Morgan Stanley & Co. | Managing Director; Head of RE Investment Banking (Western U.S.) | 15 years; last 11 focused on real estate | Senior investment banking leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terreno Realty Corporation (NYSE: TRNO) | Chairman & CEO | 2010–present | Industrial REIT across six coastal U.S. markets |
| Matson, Inc. (NYSE: MATX) | Director | 2012–2020 | Ocean transportation/logistics; prior outside board experience |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance (NCG) Committee Chair .
- Independence: Board determined all directors other than the CEO are independent; all committees comprise solely independent directors .
- Attendance: Board met six times (three written consents) in 2024; all directors attended 100% of Board meetings and 100% of the committee meetings on which they served .
- Leadership: Independent Chairman of the Board (Douglas M. Pasquale); executive sessions of independent directors held at least quarterly .
Fixed Compensation
Director compensation structure and Baird’s actual 2024 amounts:
| Component | 2024 Structure | Baird 2024 Actual |
|---|---|---|
| Annual cash retainer | $70,000 | $97,500 total cash (incl. committee roles) |
| Committee chair fee | $20,000 per chair (NCG) | Included in cash total |
| Committee member fee | $10,000 per membership | Included in cash total |
| Meeting fees (if >8) | $1,500 per meeting beyond 8 | Not individually disclosed |
| Annual equity retainer (fully vested) | $105,000 in 2024 | $100,942 grant date fair value |
| Board Chair additional (not applicable to Baird) | $60,000 cash + $60,000 equity | n/a |
Beginning 2025, annual equity retainer increases to $115,000 .
Performance Compensation
- Directors receive fully vested stock awards; no performance‑based metrics apply to director equity. Equity retainers are granted as fully vested stock at grant; number of shares determined by a 20‑day average price methodology .
Other Directorships & Interlocks
- Current external public board: TRNO (Chairman & CEO) .
- Interlock: SHO’s independent Chairman, Douglas M. Pasquale, is also a director at TRNO (Lead Independent Director, member of Audit, Compensation, and NCG committees) . This creates a governance interlock across SHO and TRNO; industries differ (lodging vs. industrial REIT), mitigating competitive conflict risk, but it can influence information flow and oversight .
Expertise & Qualifications
- Skills matrix identifies Baird with strengths across Accounting/Financial Expert, Capital Markets, Corporate Governance/IR, REIT experience, Executive Leadership, and Risk Management .
- Prior senior executive roles in REITs and investment banking bolster board financial oversight and transaction experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 82,955 | As of March 5, 2025 |
| Ownership % of outstanding | <1% | Based on 201,198,892 shares outstanding |
| Ownership guidelines | Must hold ≥5x annual cash retainer within 5 years | Independent directors’ guideline |
| Compliance status | Met/exceeded as of Jan 1, 2025 | Company states applicable independent directors comply |
| Hedging/pledging | Prohibited | Anti‑hedging and pledging policy |
Insider Trades
Recent Form 4 filings for W. Blake Baird (SHO):
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post‑Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2025-05-01 | 2025-05-02 | A (Award) | 13,593 | $0.00 | 96,548 | |
| 2024-05-03 | 2024-05-06 | A (Award) | 9,906 | $0.00 | 82,955 |
Source: Insider-trades skill output; transaction type “A‑Award” indicates director equity awards; post‑transaction holdings align with proxy ownership table .
Governance Assessment
-
Positive indicators:
- Independence, strong attendance, and leadership roles (NCG Chair) enhance board effectiveness .
- Ownership alignment: equity retainer; director stock ownership guideline met; hedging/pledging prohibited .
- No related‑party transactions since 2024; conflict‑of‑interest policy requires NCG approval—appropriate given Baird’s chair role .
- Shareholder support: Say‑on‑pay approval 96.9% in 2024; annual say‑on‑pay maintained .
- Compensation benchmarking via independent consultant (FPC) for directors and NEOs promotes market alignment .
-
Watch items / potential conflicts:
- Interlock with TRNO (Baird as CEO/Chair; Pasquale as director). While industries differ, monitor for any related‑party dealings; currently none disclosed .
- Director equity is fully vested at grant (no performance conditions), which lowers performance linkage but is common for REIT boards; overall ownership guideline mitigates alignment risk .
Director Compensation Detail
| Item | 2024 | 2025 (planned change) |
|---|---|---|
| Annual cash retainer ($) | $70,000 | $70,000 (no change disclosed) |
| Annual equity retainer ($) | $105,000 | $115,000 |
| Committee chair fee ($) | $20,000 | $20,000 |
| Committee member fee ($) | $10,000 | $10,000 |
| Meeting fee beyond 8 meetings ($) | $1,500 per meeting | $1,500 per meeting |
| Baird’s 2024 total cash ($) | $97,500 | — |
| Baird’s 2024 stock awards ($) | $100,942 | — |
Committee Activity (2024)
| Committee | Membership | Chair | Meetings in 2024 |
|---|---|---|---|
| Compensation | Member | Monica S. Digilio | 4 |
| Nominating & Corporate Governance | Chair | W. Blake Baird | 4 |
| Audit | Not a member | Kristina M. Leslie | 4 |
Related Party & Policies
- Related party transactions: None since beginning of fiscal 2024; NCG must approve any such transactions; hedging/pledging prohibited; robust insider trading policy and clawback policy maintained .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 96.9% (2024); company continues annual say‑on‑pay; board considers vote outcomes in compensation decisions .