Carolyn B. Handlon
About Carolyn B. Handlon
Independent director since 2023; age 67. Former Executive Vice President, Finance and Global Treasurer at Marriott International for 17+ years (retired April 2022) after a 35-year tenure spanning capital markets, investments, real estate lending, corporate finance, and risk management; earlier roles at Overseas Private Investment Corporation and Continental Illinois National Bank & Trust. Education: BA (Virginia Tech), MBA (Indiana University), Corporate Board Certificate (Harvard Business School). Board determined she is independent; designated as an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | EVP, Finance & Global Treasurer; various finance roles | 1987–Apr 2022; 17+ years as EVP/Treasurer | Led global capital markets, investments, real estate lending; key leader in asset-light transformation, spin-offs, M&A; financial risk management |
| Overseas Private Investment Corporation | Finance role | Prior to 1987 | International investment experience |
| Continental Illinois National Bank & Trust | Finance role | Prior to 1987 | Corporate finance grounding |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Invesco Mortgage Capital Inc. | Director | Current | Audit Committee (Chair); Compensation Committee; Nominating & Corporate Governance Committee |
| Science Applications International Corporation (SAIC) | Director | Current | Audit Committee; Nominating & Corporate Governance Committee |
Board Governance
| Item | Detail |
|---|---|
| APLE Committees | Audit (member); Nominating & Corporate Governance (member) |
| Committee Meetings (2024) | Audit: 5; Nominating & Corporate Governance: 3 |
| Independence | Board determined all directors except Executive Chairman and CEO are independent; all members of Audit, Compensation, Governance Committees are independent |
| Audit Committee Financial Expert | Handlon indicated as “financial expert”; Audit Committee members deemed financially literate; at least three with accounting/financial management expertise |
| Attendance | Board held 3 meetings in 2024; all directors attended the 2024 Annual Meeting; each director attended ≥75% of Board and committee meetings during their service period |
| Audit Oversight Scope | Oversees financial reporting integrity, internal controls, auditor independence; oversees risk profile including cybersecurity |
Fixed Compensation
| Director (2024) | Fees Earned or Paid in Cash ($) | Share Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Carolyn B. Handlon | 86,667 | 115,009 | — | 201,676 |
| 2024 Non-Employee Director Compensation Structure | Amount ($) |
|---|---|
| Board annual retainer (cash) | 70,000 |
| Board annual retainer (Common Shares; fully vested) | 115,000 |
| Committee Chair – Audit (plus Disclosure Committee service) | 25,000 |
| Committee Chair – Compensation | 20,000 |
| Committee Chair – Nominating & Corporate Governance | 20,000 |
| Lead Independent Director | 30,000 |
| Committee Member (per committee) | 10,000 |
| 2024 Director Equity Grant | Shares | Grant-Date Fair Value ($) |
|---|---|---|
| Fully vested Common Shares (or DSUs if elected) | 7,554 | 115,009 |
- Market benchmarking: Ferguson Partners Consulting assessed total director retainer near peer median (50th–62nd percentile) with equity portion among top decile; committee chair retainers below 25th percentile. Board added annual committee retainers for non-chair members and increased chair retainers effective March 1, 2024 to attract/retain superior board members.
Performance Compensation
| Component | Detail |
|---|---|
| Options | No director share options granted in 2024; legacy non-employee director option plan terminated at NYSE listing and remaining awards expired in 2024 |
| Performance Metrics Tied to Director Pay | None disclosed; director equity grants are fully vested Common Shares (no performance conditions) |
Other Directorships & Interlocks
| Company | Industry | Role/Committee | Potential Interlock Considerations |
|---|---|---|---|
| Invesco Mortgage Capital Inc. | Mortgage REIT | Audit Chair; Comp; Nominating & Governance | Financial oversight experience; no APLE-related transactions disclosed |
| SAIC | Government services/IT | Audit; Nominating & Governance | Diverse sector perspective; no APLE-related transactions disclosed |
Expertise & Qualifications
- 40-year background across financial and global markets and real estate; senior leadership, investment, strategic planning, risk management; hotel industry experience from Marriott tenure .
- Audit Committee “financial expert”; financially literate; accounting/financial management expertise indicated at committee level .
- Education: BA (Virginia Tech), MBA (Indiana University); Harvard Corporate Board Certificate; memberships in Economic Club of Washington, NACD, Women Corporate Directors .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 22,363; <1% of class (based on 238,858,327 shares outstanding) |
| Director Ownership Guidelines | 4x annual base cash retainer |
| Compliance Status | All current directors either met ownership levels or are within transition period |
| Hedging/Pledging Policy | Hedging prohibited; margin accounts prohibited; pledging more than 50% of individually held shares prohibited |
| Deferral Program Availability | Directors may defer cash and/or share retainer into DSUs or deferred cash; one director participated in 2024 (not identified) |
Governance Assessment
- Committee fit and effectiveness: Handlon’s deep capital markets and hotel-industry finance background aligns with APLE’s Audit and Governance oversight needs; designation as an Audit “financial expert” strengthens financial reporting and risk oversight (including cybersecurity).
- Independence and engagement: Board determination of independence; committee independence across Audit/Comp/Gov; attendance at least 75% and full annual meeting participation support engagement and investor confidence.
- Alignment and incentives: Director pay mix is equity-heavy relative to peers (top decile equity portion), and ownership guidelines at 4x cash retainer create alignment; fully vested share grants avoid complex performance metrics for directors, reducing gaming risk.
- Conflicts/related party exposure: APLE discloses significant related-party transactions involving the Executive Chairman and affiliates (ARG, aircraft) with independent directors overseeing annual reviews; no Handlon-specific related-party transactions disclosed. Oversight mitigates risk but transactions remain a structural consideration for investors.
- RED FLAGS: None specific to Handlon identified in the proxy. Company policy permits limited pledging (≤50% of individually held shares), which some investors view cautiously; no pledging by Handlon disclosed.