Dennis Oklak
About Dennis D. Oklak
Independent director and Lead Director of Xenia Hotels & Resorts (XHR). Age 71; director since XHR’s NYSE listing in February 2015 (≈10 years of service). Former CEO and Chairman of Duke Realty; nine years of prior audit/accounting experience at Deloitte. Education: Bachelor’s degree, Ball State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Realty Corporation (industrial/office REIT) | Chief Executive Officer; Director; Chairman | CEO: Apr 2004–Dec 2015; Director: from Apr 2004; Chairman: 2005–Apr 2017 | Led public REIT; brings executive leadership, finance, accounting/audit expertise (ex-Deloitte 9 years) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tutor Perini Corporation (NYSE: TPC) | Director | Since May 2017 | Public company directorship . |
| ITR Concession Company LLC | Non-Executive Chair, Board of Managers | Current | Lessee of the Indiana Toll Road . |
| Eskenazi Health Foundation | Chair, Board of Directors | Current | Non-profit foundation governance role . |
Board Governance
- Current XHR roles: Lead Independent Director (since May 2021); member, Nominating & Corporate Governance Committee; member, Executive Committee .
- Independence: Board determined Oklak is independent under NYSE standards (7 of 8 re-nominated directors independent) .
- Attendance and engagement: In 2024, Board met 7x; Audit 5x; Compensation 5x; Nominating & Corporate Governance 5x; Executive Committee did not meet. No incumbent director attended <75%; aggregate Board/committee attendance >99%; all directors attended the 2024 annual meeting .
- Lead Director responsibilities: Facilitates executive sessions of independent directors at each regularly scheduled Board meeting; supports independent oversight and agenda-setting balance with combined Chair/CEO structure .
- Stockholder engagement: Company engaged holders of >56% of shares in 2024; say‑on‑pay support >97% in 2024 (historical average ~96%, excluding 2020) .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer . |
| Lead Director retainer | $45,000 | Additional cash retainer for Lead Director . |
| Nominating & Governance member retainer | $7,500 | Non-chair member retainer . |
| Total cash earned (2024) | $127,500 | Matches itemized retainers above . |
| Equity grant (LTIP Units) | 6,766 units; $100,001 grant-date fair value | Annual director equity; awards fully vested at grant . |
Performance Compensation
- XHR does not disclose performance-based compensation elements for non-employee directors; annual equity awards to directors are fully vested at grant and not tied to performance metrics .
Other Directorships & Interlocks
- Current public company board: Tutor Perini Corporation (Director since May 2017) .
- Compensation Committee interlocks: Company discloses no interlocks involving its Compensation Committee and other companies’ executive officers in 2024 .
Expertise & Qualifications
- Executive leadership, real estate/REIT operations, finance, accounting/audit (Duke Realty CEO/Chairman; 9 years Deloitte) .
- Corporate governance and risk oversight experience as Lead Director; committee service on Nominating & Corporate Governance and Executive Committees .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 61,373 shares/units (includes 57,723 LTIP Units) . |
| Ownership as % of outstanding | <1% . |
| Vested vs. unvested | Includes LTIP Units that were fully vested on grant date (16); director equity awards are fully vested when granted . |
| Pledging/hedging | Company prohibits hedging and pledging by directors; proxy notes no shares beneficially owned by directors/executives have been pledged . |
| Ownership guidelines | Non-employee directors: 5x annual base retainer; all directors were in compliance or on track as of filing . |
Insider Trades (Form 4) – Last 3 Years
| Transaction Date | Filing Date | Type | Security | Quantity | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2023-05-16 | 2023-05-17 | Award (A) | LTIP Units | 8,131 | 50,957 | https://www.sec.gov/Archives/edgar/data/1616000/000161600023000058/0001616000-23-000058-index.htm |
| 2024-05-14 | 2024-05-15 | Award (A) | LTIP Units | 6,766 | 57,723 | https://www.sec.gov/Archives/edgar/data/1616000/000161600024000060/0001616000-24-000060-index.htm |
| 2025-05-13 | 2025-05-14 | Award (A) | LTIP Units | 8,117 | 65,840 | https://www.sec.gov/Archives/edgar/data/1616000/000161600025000060/0001616000-25-000060-index.htm |
Governance Assessment
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Strengths
- Lead Independent Director role with regular executive sessions enhances independent oversight .
- Strong attendance record and active committee service support board effectiveness .
- Robust director ownership guidelines (5x retainer) and anti-hedge/pledge policy align interests with shareholders .
- High say‑on‑pay support and extensive investor outreach underpin investor confidence in governance .
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Potential risks/flags to monitor
- Multiple external leadership commitments (public company director; non-executive chair; foundation chair) could present time-commitment considerations; continue monitoring workload and attendance (no 2024 attendance issues reported) .
- Related-party exposure: Company states Audit Committee reviews any related person transactions; proxy’s related-party section describes policy and does not list specific transactions for Oklak; continue to monitor disclosures in future filings .
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Summary: Oklak brings deep REIT leadership and audit/finance expertise as Lead Director, with documented independence, strong attendance, and aligned incentives through equity and ownership guidelines—factors supportive of board effectiveness and investor confidence .