Sheri L. Pantermuehl
About Sheri L. Pantermuehl
Independent director of Ashford Hospitality Trust (AHT) since 2018; age 68. She serves as Audit Committee Chair and member of the Related Party Transactions Committee, and is designated an “audit committee financial expert.” Pantermuehl is CFO of Alan Ritchey, Inc. (since May 2015) with prior CFO/controller roles across tech and media, and a business administration degree (accounting/finance) from Texas A&M (magna cum laude). Independence affirmed under NYSE and AHT guidelines; incumbent directors met at least 75% attendance across Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alan Ritchey, Inc. | Chief Financial Officer | May 2015–present | Oversees finance across transportation and agriculture operations |
| Multiple SMEs (software/document imaging; biotech) | CFO/back office functions | Feb 2011–Apr 2015 | Scaling finance/admin for growth-stage firms |
| Riptide Worldwide, Inc. | Controller and Chief Financial Officer | Apr 2007–Jan 2011 | Led controllership and CFO functions |
| Intrametrics Corporation | Chief Financial Officer | Prior to 2007 | Financial leadership |
| Vertical Computer Systems, Inc. | Chief Financial Officer | Prior to 2007 | Financial leadership |
| Blockbuster, Inc. | Director of Finance | Prior to 2007 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arthritis Foundation | Treasurer; Board member | Prior role | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee Chair; Related Party Transactions Committee member; designated audit committee financial expert .
- Independence: Board determined Pantermuehl independent under NYSE and company standards; all standing committees composed entirely of independent directors .
- Attendance/engagement: Incumbent directors (standing for re-election) attended ≥75% of Board/committee meetings; Board held five regular meetings; non-executive directors held four meetings/executive sessions in 2024. Directors are expected to attend the annual meeting; all directors attended 2024 annual meeting .
- Committee activity levels (2024): Audit (5 meetings); Compensation (3); Nominating & Corporate Governance (3); Related Party Transactions (2) .
- Governance framework: Lead Independent Director structure; majority independent Board; prohibitions on hedging/pledging; stock ownership guidelines; conflicts overseen by independent directors/Related Party Transactions Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer (non-exec director, 2024) | $95,000 | 2025 resolution reduced annual cash retainers and meeting fees by 50% effective Jan 1, 2025 |
| Committee Chair retainers (additional) | Audit Chair: $25,000; Compensation Chair: $15,000; NCG Chair: $15,000; RPT Chair: $10,000 | Committee member (non-chair): $5,000 |
| Meeting fees (Board, >4 meetings) | $3,000 per meeting | Applies for meetings beyond four |
| 2024 total compensation (Pantermuehl) | Cash: $193,334; Stock/LTIP: $27,000; Total: $220,334 | Stock/LTIP valued per grant-date fair value |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual director equity (common stock or LTIP units) | May 20, 2024 | 20,000 shares or LTIP units | $27,000 (based on 5/14/2024 close) | Immediately vested; balance of targeted equity value settled in cash to reduce dilution |
Equity structure signals: Directors receive immediately vested equity plus cash; AHT does not grant stock options to directors; LTIP unit mechanics allow tax-favored parity over time but were not granted to directors in 2024 beyond the modified award structure described above .
Other Directorships & Interlocks
| Company | Role | Committee Positions |
|---|---|---|
| None reported | — | — |
No current U.S. public company boards listed for Pantermuehl in AHT’s director nominee table.
Expertise & Qualifications
- Financial expert: Designated audit committee financial expert; 29+ years as CFO/controller across multiple companies .
- Education: BBA (Accounting & Finance), Texas A&M University; magna cum laude .
- Sector exposure: Technology, media, transportation, agriculture finance leadership .
- Board skills contribution: Financial oversight, internal controls, audit coordination with external auditors and management .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares/units) | 2,365 shares* |
| Shares outstanding (record date) | 5,775,167 |
| Ownership as % of outstanding | ~0.041% (2,365 / 5,775,167) |
| Director stock ownership guideline | ≥3x annual Board retainer (excl. chair/member fees); achieve within 4 years; cannot sell granted stock until guideline met |
| Compliance status (as of 12/31/2024) | Directors met guidelines or were within grace period |
| Hedging/pledging | Prohibited for directors and executives |
*Star in proxy denotes less than 1% of class.
Governance Assessment
-
Strengths
- Independent director; Audit Chair with “financial expert” designation; active oversight of financial reporting, internal controls, and auditor independence .
- Member of Related Party Transactions Committee—direct involvement in vetting and mitigating conflicts with advisor (Ashford Inc.), Braemar, and affiliates under formal policies; matters require approval by independent directors .
- Attendance and engagement: ≥75% attendance; Board and committee activity robust; directors attend annual meetings per guidelines .
- Alignment: Stock ownership guidelines (3x retainer); no hedging/pledging; immediate equity plus cash structure; 2025 cost discipline via 50% cut to cash retainers/meeting fees .
-
Risk indicators and RED FLAGS
- Persistent related-party exposure: Extensive relationships with Ashford Inc. and Braemar require continuous independent oversight (conflict review framework helps but risk remains) .
- Shareholder dissent at 2025 annual meeting: Two directors (including Board Chair) failed to secure majority support; Board did not accept resignations under its guidelines—potential investor confidence concern about responsiveness to votes .
- Additional potential dilution: 2025 proposal increased the stock plan reserve by 150,000 shares; estimated dilution 2.6% on 5,775,167 shares outstanding (approved) .
- Say‑on‑pay support was mixed: For 1,664,100; Against 878,416; Abstain 188,515 (≈65% For of votes cast excluding abstentions)—signals measured support for pay program .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes | Result |
|---|---|---|---|---|---|
| Advisory approval of executive compensation (2025) | 1,664,100 | 878,416 | 188,515 | 1,408,761 | Approved |
Note: For ≈65.4% of votes cast (For / (For + Against)). Raw counts shown above.
Related Party Transactions Oversight
- Related Party Transactions Committee (Pantermuehl member) reviews, can deny or recommend approval of transactions involving officers, directors, Ashford Inc., Braemar, and affiliates; periodic reviews of past approved transactions are reported to independent directors .
- Governance controls: Majority independent Board; conflicts require approval by disinterested directors; Code of Business Conduct requires reporting and review of conflicts .
Audit Oversight Signals
- Audit Committee Report signed by Pantermuehl (Chair), with duties covering auditor qualification/independence, financial statement integrity, and internal control over financial reporting .
- Auditor: BDO USA, P.C. since 2015; 2024 audit fees $965,000; ratification approved in 2025 .
Other Directorships & Interlocks
| Category | Current |
|---|---|
| U.S. public company boards | None listed for Pantermuehl |
| Private/non-profit boards | Arthritis Foundation (prior) |
| Shared directorships with AHT ecosystem | Serves on AHT’s committees; no external public board interlocks disclosed |
Director Compensation Structure (Reference)
| Capacity | Additional Annual Retainer ($) |
|---|---|
| Lead Director | $50,000 |
| Audit Committee Chair | $25,000 |
| Compensation Committee Chair | $15,000 |
| Nominating & Corporate Governance Chair | $15,000 |
| Related Party Transactions Chair | $10,000 |
| Committee Member (Non-Chair) | $5,000 |
| Meeting Fees (>4 Board meetings) | $3,000 per meeting |
| 2025 Change | 50% reduction in annual cash retainers and meeting fees effective Jan 1, 2025 |
Summary Implications for Investors
- Pantermuehl strengthens audit rigor and conflict oversight as an independent financial expert and Audit Chair. Direct involvement in RPT oversight is positive, given AHT’s external advisory model, but related-party complexity remains an ongoing governance risk requiring vigilant committee performance .
- Mixed shareholder signals—say‑on‑pay passing with moderate margin and majority-withhold outcomes for two directors—indicate investor scrutiny of governance; board’s decision not to accept resignations is a notable red flag to monitor for future responsiveness .
- Compensation and ownership policies (50% cash retainer reduction, ownership guidelines, no hedging/pledging) support alignment and cost discipline; continued tracking of equity plan usage/dilution advisable following the 2025 share reserve increase .