Frederick J. Kleisner
About Frederick J. Kleisner
Independent director of Ashford Hospitality Trust (AHT), age 80, serving since September 2016. He chairs the Nominating and Corporate Governance (NCG) Committee and brings four decades of senior operating leadership in hospitality, including CEO roles and multiple public company directorships. He holds a B.A. in Hotel Management from Michigan State University, completed advanced studies at UVA Darden, and serves on MSU’s Real Estate Investment Management Advisory Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgans Hotel Group Co. (NASDAQ: MHGC) | Chief Executive Officer; President & CEO (incl. interim) | CEO: Dec 2007–Mar 2011; President & CEO: Sep 2007–Mar 2009; Director: Feb 2006–Mar 2011 | Led boutique/lifestyle hospitality operator through strategic and operational cycles |
| Hard Rock Hotel Holdings, LLC | President and Director | Oct 2007–Mar 2011 | Oversaw destination casino and resort operations |
| Wyndham International, Inc. | Chairman, President & CEO; President & COO | Aug 1999–Dec 2005 (Chairman Mar 2000–Aug 2005) | Managed global hotel operations and strategy |
| Starwood Hotels & Resorts (Americas) | President & Chief Operating Officer, The Americas | Jan 1998–Aug 1999 | Regional leadership for large portfolio |
| Westin Hotels & Resorts Worldwide | President & Chief Operating Officer | 1995–1998 | Senior operating leadership |
| Interstate Hotels Company | Executive Vice President & Group President of Operations | 1990–1995 | Portfolio operations oversight |
| ITT Sheraton Corporation | Senior Vice President, Director of Operations, North America Division–East | 1985–1990 | Regional operations leadership |
| Hilton Hotels Corporation | General Manager / Managing Director (multiple landmark hotels) | 16+ years | Property-level leadership across flagship assets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stirling Hotels & Resorts, Inc. | Director; Chairman of the Board | Director since Sep 2023; Chairman since Nov 2023 | Ashford-affiliated platform; interlocks with AHT Chairman (Monty Bennett) and AHT CEO (Stephen Zsigray) serving at Stirling |
| Caesars Entertainment Corporation (NASDAQ: CZR) | Director | 2013–Oct 2017 | Public company board experience |
| Kindred Healthcare, Inc. (NYSE: KND) | Director | 2009–Jul 2018 | Public company board experience |
| Apollo Residential Mortgage, Inc. (NYSE: AMTG) | Director | Jul 2011–Aug 2016 | REIT board experience |
| Innkeepers USA Trust (subsidiary of Apollo Investment Corp.) | Director | Nov 2007–Aug 2010 | Hospitality real estate experience |
| Aimbridge Hospitality, Inc. | Director | 2017–2019 | Large hospitality manager governance |
| Playtime, LLC | Director | 2018–2021 (prior); current director | Manufacturer of play systems; current directorship and prior tenure noted |
| Athora Holdings, Ltd.; European Gtd. Life & Reinsurance Co. | Director | Current | European insurance/reinsurance specialist |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; current committee members: Kleisner (chair) and Davinder “Sonny” Sra .
- Independence: Board determined Mr. Kleisner is independent under NYSE standards and company guidelines; all directors except Monty J. Bennett and J. Robison Hays III are independent .
- Attendance and engagement: In 2024, the Board held five regular meetings; non-executive directors held four meetings/executive sessions. All incumbent directors standing for re-election attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance framework: Independent Lead Director (Amish Gupta) with defined responsibilities, majority independent board, separate Chair/CEO, committee charters and annual self-evaluations .
- Conflicts management: Related Party Transactions Committee (independent directors) reviews/approves related party dealings; robust conflict-of-interest policies and code of ethics apply to directors .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-executive director retainer |
| NCG Committee chair retainer | $15,000 | Chair fee for Nominating & Corporate Governance |
| Meeting fees (>$3k per meeting beyond 4) | Variable | Paid per meeting beyond four per year |
| Fees earned (actual, Kleisner) | $169,167 | Reported 2024 cash fees |
| 2025 policy change | 50% reduction | Effective Jan 1, 2025, cash retainers and meeting fees reduced by 50% |
Performance Compensation
| Component | Grant Detail | 2024 Amount (USD) | Vesting / Terms |
|---|---|---|---|
| Annual equity grant (directors) | 20,000 shares or LTIP units issued per director to limit dilution | $27,000 | Immediately vested; remainder of the typical $95k value paid in cash (Board change on May 20, 2024) |
| Stock awards (actual, Kleisner) | Equity (shares/LTIPs) | $27,000 | As reported in Director Compensation table |
| Options | None | N/A | Company does not grant options to directors; 2021 Plan permits options but none granted in 2024 |
Other Directorships & Interlocks
- AHT ecosystem interlocks: Mr. Kleisner chairs Stirling’s board; AHT Chairman Monty Bennett is Stirling’s CEO and director; AHT CEO Stephen Zsigray is Stirling’s CFO & Treasurer. These overlapping roles heighten potential related-party exposure managed via independent committee processes .
- Limits on outside public boards: AHT governance highlights include limits on outside public company board service, supporting director focus and bandwidth .
Expertise & Qualifications
- Deep hospitality operations and leadership: Senior roles across Morgans, Wyndham, Starwood, Westin, Interstate, ITT Sheraton, and Hilton, providing operational rigor and industry insight .
- Governance and board leadership: Chairs AHT’s NCG Committee; past service on multiple public company boards (CZR, KND, AMTG), indicating familiarity with public company governance .
- Education and advisory roles: B.A. in Hotel Management (Michigan State); advanced studies at UVA Darden; MSU advisory board member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Frederick J. Kleisner | 2,347 | <1% |
- Director ownership guidelines: Directors must hold shares valued at >3x annual board retainer; directors may not sell granted shares until compliant; as of Dec 31, 2024, all directors met guidelines or were within grace period .
- Hedging/pledging: Prohibited for directors under company policy .
- Section 16 compliance: Company believes officers/directors timely filed required reports in 2024 .
Governance Assessment
- Strengths: Independent NCG chair; majority independent board; Lead Director structure; prohibition on hedging/pledging; robust conflict review by Related Party Transactions Committee; reduction of director cash fees in 2025 signals cost discipline .
- Alignment: Equity grants to directors (with stock ownership guidelines) create skin-in-the-game; Kleisner holds beneficial shares; directors meet or are on track for ownership guidelines .
- Potential red flags: Extensive interlocks with Ashford-affiliated Stirling (Bennett and Zsigray also serve there), plus AHT’s external advisory structure with Ashford Inc., require vigilant independent oversight for related-party transactions and conflicts; AHT has formal policies and committee processes to mitigate these risks .
- Engagement and attendance: Board and non-executive directors maintained active meeting cadence; directors standing for re-election met ≥75% attendance; annual meeting attendance was universal, supporting oversight credibility .
Overall, Mr. Kleisner’s deep operating experience and current role as NCG chair are positives for board effectiveness. Interlocks with Ashford-affiliated entities heighten conflict-of-interest sensitivity, but AHT’s independent committees and policies are designed to address these exposures .