Irene H. Oh
About Irene H. Oh
Irene H. Oh (age 47) has served as an independent director of Terreno Realty Corporation since January 2023. She is Executive Vice President and Chief Risk Officer of East West Bancorp (Nasdaq: EWBC) and East West Bank (since Oct 2023), after serving as EVP and CFO there from 2010–2023; she holds a bachelor’s degree from California State University, Los Angeles, a master’s in accounting from USC, and is a CPA . TRNO’s board has affirmatively determined Ms. Oh is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East West Bancorp / East West Bank | EVP & Chief Risk Officer | Oct 2023–present | Enterprise risk leadership |
| East West Bancorp / East West Bank | EVP & Chief Financial Officer | Jan 2010–Oct 2023 | Strategic finance and capital planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PS Business Parks, Inc. (NYSE: PSB) | Director | Apr 2021–Jul 2022 (ended upon merger with Blackstone affiliates) | Board oversight until go‑private |
| United Way of Greater Los Angeles | Board member; Audit Committee | Not disclosed (current) | Non-profit audit oversight |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Audit committee financial expert designation; audit committee met 4 times in 2024 .
- Attendance: Directors, including Ms. Oh, attended 100% of board and applicable committee meetings in 2024; all directors at the time attended the 2024 annual meeting .
- Independence: Affirmed by the board under NYSE/SEC standards (majority of board independent; Ms. Oh included) .
- Executive sessions: Non-management directors meet regularly; chaired by Lead Director Douglas M. Pasquale .
- Compensation committee interlocks: None—committee members (including Ms. Oh) were independent and no interlocks required disclosure .
Fixed Compensation
| Component | 2024 | 2025 (effective May) |
|---|---|---|
| Annual cash retainer ($) | $55,000 | $70,000 |
| Equity grant (fully vested common stock, approximate value) ($) | $125,007 | ~$160,000 |
Notes:
- Independent directors may defer cash fees and unrestricted stock under TRNO’s Deferred Compensation Plan .
- No perquisites or above-market nonqualified deferred comp earnings for independent directors; reasonable travel expenses reimbursed .
Performance Compensation
| Metric | Definition | Weight | Notes |
|---|---|---|---|
| None disclosed | No performance-based metrics tied to non-employee director compensation were disclosed | N/A | Independent director equity is granted as fully vested common stock; plan prohibits options/SARs and does not use RSUs for directors historically |
Other Directorships & Interlocks
| Company | Relationship to TRNO | Potential Interlock/Conflict |
|---|---|---|
| PS Business Parks (former public REIT) | No disclosed current relationship | Prior directorship ended with go‑private transaction; no ongoing interlock |
| East West Bancorp/Bank (financial institution) | No related-party transactions disclosed | TRNO states no related person transactions in 2024 through proxy date |
| United Way of Greater Los Angeles (non-profit) | Not applicable | Non-profit role; no TRNO conflict disclosed |
Expertise & Qualifications
- CPA; seasoned financial executive (former CFO; current CRO), audit committee financial expert and audit chair .
- Experience in risk oversight, financial reporting, capital markets, and governance; board and audit committee service in public REIT and non-profit contexts .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Irene H. Oh | 4,357 | 0.0% |
Additional alignment policies:
- Stock ownership guidelines: non-employee directors must own stock with market value at least $200,000 within four years; the company states all are compliant or not yet required under the guidelines .
- Hedging/pledging: Hedging prohibited; pledging generally prohibited without pre-approval—no pledges approved to date .
Governance Assessment
- Strengths: Independent audit chair and designated financial expert; perfect attendance; robust insider trading policy with hedging/pledging limits; no related-party transactions; director ownership guidelines; transparent committee structures .
- Compensation mix: For 2024, cash $55,000 and equity ~$125,007 (about 69% equity of total ~$180,007), which aligns director interests with shareholders while avoiding options/SARs .
- Shareholder support: Recent say-on-pay votes received strong approval (98% in 2024; 93% in 2023), indicating positive governance sentiment, though these votes pertain to executive compensation .
- Monitoring items: Time commitments given an executive role (CRO) at a Nasdaq-listed bank may warrant ongoing assessment of workload, but no attendance or engagement issues are disclosed . No conflicts or related-party transactions are reported .
Insider Trades
No Form 4 insider transactions were found for “Irene H. Oh” at TRNO between 2023-01-01 and 2025-11-20 (query using insider-trades skill; filingDate filter).
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging approvals, no attendance shortfalls, no compensation anomalies (e.g., option repricing) for directors .
Compensation Structure Analysis
- Year-over-year shift: Director cash retainer increases from $55,000 (2024) to $70,000 from May 2025; annual equity grant value increases from ~$125,000 to ~$160,000, modestly raising fixed cash and equity components but maintaining equity-heavy alignment; awards to independent directors are fully vested stock, not options/RSUs .
- Consultant use: The compensation committee has authority to engage independent consultants, though to date no independent compensation consultant has been retained for executive comp; director comp increases were disclosed without citing an external consultant for directors .
Say‑on‑Pay & Shareholder Feedback
- Annual advisory votes: TRNO holds say‑on‑pay annually; shareholder support was ~98% (2024) and ~93% (2023) of votes cast, which the committee considered in maintaining its approach .
Related Party Transactions
- Policy: Majority of independent directors must pre-approve related person transactions; annual review of ongoing transactions .
- Disclosure: No related person transactions in 2024 through proxy date .
Compensation Committee Analysis
- Composition: Independent directors, including Ms. Oh, served; three meetings in 2024 .
- Consultants: Authority to engage advisors; no independent compensation consultant retained to date .
- Interlocks: None requiring disclosure .