Sector: Real Estate
HOST HOTELS & RESORTS REIT INC · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2013 with relevant marketing and governance experience; HST's 3-year return of +42.8% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +30.9 percentage points, well below the 65-point threshold required to trigger an against vote; no overboarding, attendance, or independence concerns.
Director since 2021 with strong real estate and governance credentials; joined less than 5 years ago and TSR trigger does not apply given HST's strong outperformance versus ^FNER; holds two outside public board seats, within policy limits.
Director since 2017 with deep REIT investment expertise; HST's 3-year TSR gap versus ^FNER is +30.9 percentage points, far short of the 65-point threshold to trigger an against vote; holds three public board seats, within policy limits.
Director since 2022 with extensive CFO and real estate experience; joined within the past four years and TSR trigger does not apply; serves as Audit Committee Chair with confirmed financial expertise, holds two outside board seats.
Executive Chairman since 1993 with unmatched institutional knowledge of the hospitality business; classified as non-independent but does not serve on audit or compensation committees; TSR trigger does not apply given HST's strong outperformance versus ^FNER.
Director since 2012 with significant REIT CEO and CFO experience; HST's 3-year TSR outperforms ^FNER by +30.9 percentage points, well below the 65-point threshold; holds two outside public board seats, within policy limits.
CEO and director since 2017; executive directors are subject to the same TSR trigger as other directors, but HST's 3-year return of +42.8% outperforms ^FNER by +30.9 percentage points, far below the 65-point threshold required to trigger an against vote; this vote is independent of the Say on Pay determination.
Independent Lead Director since 2009 with government and business leadership experience; HST's strong TSR outperformance versus ^FNER means the TSR trigger does not apply; holds one outside public board seat, well within policy limits.
Director since 2017 with extensive REIT CEO, CFO, and capital markets experience; serves as Culture and Compensation Committee Chair; TSR trigger does not apply given HST's +30.9 percentage point outperformance versus ^FNER; no overboarding concerns.
All nine director nominees pass policy screens. HST's 3-year price return of +42.8% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +30.9 percentage points, well short of the 65-point underperformance threshold that would trigger against votes for directors in the strong-positive TSR tier. No director is overboarded, all independent directors serve only on committees where they are qualified, and all directors met the 75% attendance threshold. The slate is broadly well-qualified with strong REIT, finance, and governance expertise.
CEO
James F. Risoleo
Total Comp
$14,835,223
Prior Support
88%%
The compensation program is well-structured with approximately 92% of the CEO's pay being variable or performance-based — well above the 50-60% minimum threshold — including performance stock awards tied to three-year relative total shareholder return and adjusted operating earnings, plus a fully performance-based annual cash bonus. HST's stock delivered a 3-year return of +42.8% versus +11.9% for the ^FNER (FTSE NAREIT All Equity REITs Index), meaning above-benchmark incentive pay is clearly supported by strong shareholder outcomes. The prior year Say on Pay vote received 88% support (well above the 70% threshold), the company has a meaningful compensation recovery (clawback) policy, and there are no concerns around excessive fixed pay, repricing, or lack of performance conditions.
Auditor
KPMG LLP
Tenure
24 yrs
Audit Fees
$2,627,500
Non-Audit Fees
$112,461
KPMG has served as HST's auditor since 2002, giving it 24 years of tenure — one year below the 25-year threshold that would trigger a concern. Non-audit fees (audit-related fees of $86,000 plus tax fees of $26,461, totaling approximately $112,461) represent roughly 4.3% of core audit fees of $2,627,500, well within the 50% limit. No material restatements were identified, and KPMG is a Big 4 firm appropriate for a $13.8 billion market-cap company. The proxy notes that a new lead audit partner was appointed in 2023, providing a fresh independent perspective.
Host Hotels & Resorts' 2026 annual meeting presents a clean ballot with no significant governance concerns. All nine director nominees pass policy screens on the basis of strong TSR outperformance versus the ^FNER (FTSE NAREIT All Equity REITs Index), appropriate board qualifications, and no overboarding or attendance issues; the auditor (KPMG, 24 years of tenure) and compensation program (92% variable pay for the CEO, strong pay-for-performance alignment) also meet all policy thresholds, supporting FOR votes across all three proposals.
16 companies disclosed in 2026 proxy filing
