Howard E. Woolley
About Howard E. Woolley
Independent director since 2021 (age 67), Woolley brings deep regulatory, government affairs, ESG, and risk management expertise from senior roles in telecom and policy. He holds a BS from Syracuse University’s S.I. Newhouse School and a Master of Administrative Sciences in business from Johns Hopkins University; he is an NACD Governance Fellow and frequent governance panelist (e.g., FT ODX 2024) . The Board classifies him as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | SVP, Wireless Policy & Strategic Alliances; adviser on public policy to all Verizon Wireless CEOs | 2000–2013 | Led federal/state relations contributing to growth and expansion |
| National Association of Broadcasters | Various congressional/regulatory roles; VP, Regulatory Affairs | 1981–1993 | Advanced broadcast regulatory policy |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Somos, Inc. | Lead Independent Director | Current | Executive Committee; Nominating & Governance; Chair, Compensation Committee |
| Allianz Life Insurance Co. of North America | Director | Current | Audit; Nomination, Evaluation & Compensation |
| Allianz Life Insurance Co. of New York | Director | Current | — |
| Johns Hopkins University & Medicine | Trustee | Current | Executive Committee; Co-chair External Affairs & Community Engagement; member of Audits & Institutional Risk |
| Syracuse University | Trustee | Current | Academic Affairs; Executive Committee |
| National Urban League (and leading civil rights orgs) | Board member | Since 2010 | — |
Board Governance
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member (not chair) .
- Independence: Board determined seven of nine directors are independent; Woolley is independent .
- Attendance: Board held 3 meetings in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met 4 times in 2024, presided by the Lead Independent Director .
- Committee activity: 2024 meetings — Compensation (3), Governance (3); Audit (5); Executive (0) .
- Lead Independent Director: Jon A. Fosheim (not Woolley); responsibilities include presiding executive sessions and acting as liaison with shareholders .
Fixed Compensation
- Non-employee director pay structure (effective March 1, 2024):
- Annual cash retainer $70,000; annual equity retainer $115,000 in fully vested common shares; Committee chair retainers (Audit $25,000; Compensation $20,000; Governance $20,000); Lead Independent Director $30,000; Committee member fee $10,000 per committee .
- Equity portion ranks top decile vs peers; annual retainer is near median (50th–62nd percentile), leading to increased committee retainers and new member fees .
| Director | 2024 Cash Fees ($) | 2024 Share Awards ($) | Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Howard E. Woolley | 86,667 | 115,009 | 19,691 | 221,367 |
- Annual share grant: 7,554 fully vested common shares (or DSUs if elected); no stock options granted in 2024 .
Performance Compensation
- Non-employee directors do not receive performance-based awards; equity retainers are fully vested and not tied to specific performance metrics .
- For governance oversight context (Compensation Committee role), APLE’s 2024 executive incentive plan metrics and outcomes:
| Metric (Weight) | Threshold | Target | Max | 2024 Actual | Payout |
|---|---|---|---|---|---|
| Comparable Hotels RevPAR Change (7.5%) | 2.0% | 3.0% | 4.0% | 1.4% | 0.0% |
| Comparable Hotels Adj. Hotel EBITDA Margin % (7.5%) | 34.6% | 35.1% | 35.6% | 36.0% | 15.0% |
| Adjusted EBITDAre, $000 (7.5%) | 452,000 | 463,000 | 474,000 | 467,216 | 10.4% |
| Modified FFO per Share (7.5%) | 1.56 | 1.61 | 1.65 | 1.61 | 7.5% |
| 2024 Capex, $000 (7.5%) | 85,000 | 80,000 | 75,000 | 78,262 | 10.1% |
| Balance Sheet & Capital Allocation (6.25%) | — | Target | Max | Above Target | 9.38% |
| Build Market Forecasting Capability (6.25%) | — | Target | Max | Target | 6.25% |
| TSR 1-year (4.2%) | 4.0% | 7.0% | 10.0% | -1.3% | 0.0% |
| TSR 2-year (4.2%) | 7.0% | 13.0% | 19.0% | 10.8% | 3.4% |
| TSR 3-year (4.2%) | 11.0% | 18.0% | 27.0% | 13.4% | 2.8% |
| TSR Rel. Peers 1-year (12.5%) | 25th pct | 55th pct | 75th pct | 44th pct | 10.2% |
| TSR Rel. Peers 2-year (12.5%) | 25th pct | 55th pct | 75th pct | 39th pct | 9.2% |
| TSR Rel. Peers 3-year (12.5%) | 25th pct | 55th pct | 75th pct | 86th pct | 25.0% |
- 2024 executive incentive mix: 50% operational metrics, 50% shareholder return metrics; 75% of target incentive paid in common shares; relative TSR requires 55th percentile for target .
Other Directorships & Interlocks
- No Compensation Committee interlocks or insider participation disclosures involving Woolley; APLE states no such relationships existed in 2024 for any committee member (Woolley served on Compensation) .
- External boards (Somos, Allianz Life entities) do not indicate disclosed related-party transactions with APLE .
Expertise & Qualifications
- Core expertise: strategic planning, ESG, public policy, regulatory affairs, risk management, governance; leadership across telecom and advisory domains .
- Education/credentials: Syracuse BS; Johns Hopkins master’s; NACD Governance Fellow; frequent governance panelist (e.g., FT ODX 2024) .
Equity Ownership
- Beneficial ownership: 42,938 shares, including 20,690 deferred stock units under the Director Deferral Program; less than 1% of shares outstanding (238,858,327) .
- Director ownership guidelines: required to hold at least 4x annual base cash retainer; all current directors either meet the guideline or are within transition periods .
- Hedging/pledging policy: prohibits hedging, short sales, margin accounts, and other monetization transactions; pledging more than 50% of personally held shares prohibited .
- Non-Employee Director Deferral Program: permits deferral of cash and share retainers into DSUs; DSUs accrue dividend equivalents and settle in shares at distribution .
Governance Assessment
- Strengths: Independent director on both Compensation and Governance committees; engaged Board and committee meeting cadence; independent executive sessions; robust ownership guideline and anti-hedging policy; director equity compensation aligns incentives (high equity mix vs peers) .
- Pay-for-performance oversight: Compensation Committee uses rigorous, objective metrics with meaningful relative TSR hurdles; 2024 outcomes show balanced payouts across operational and TSR measures, indicating structured discipline .
- Shareholder signals: Strong say-on-pay support (97% in 2024); established shareholder engagement channels and Lead Independent Director liaison role .
- Conflicts/related parties: No related-party transactions disclosed involving Woolley; related party arrangements exist with Executive Chairman’s affiliated entities (ARG, aircraft), overseen by independent directors and reimbursed at third-party rates; no red flags specific to Woolley .
- Attendance/engagement: Policy expectation met; Woolley’s committees met 3 times each in 2024; Board met 3 times; independent directors held 4 executive sessions, indicating active oversight .
RED FLAGS: None disclosed specific to Woolley (no pledging, no hedging, no interlocks, no related-party transactions). Monitor ongoing related-party cost sharing with ARG and aircraft usage (Executive Chairman) though not tied to Woolley; oversight remains with independent directors .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation approved by ~97% of votes; annual say-on-pay policy maintained; next frequency vote due in 2029 .
- Shareholder engagement through conferences, roadshows, meetings; communication channels include Lead Independent Director contact and quarterly disclosures .
Director Compensation Structure Details
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly |
| Annual equity retainer (fully vested common shares) | $115,000 | Paid quarterly; 7,554 shares granted in 2024 |
| Committee chair retainer | $20,000–$25,000 | Comp ($20k), Gov ($20k), Audit ($25k) |
| Lead Independent Director | $30,000 | Additional |
| Committee member fee | $10,000 per committee | Additional |
| Options | $0 | No grants in 2024; legacy plan options expired in 2024 |
Director Deferral Program Highlights
- Deferral election for cash and stock portions; DSUs credited at FMV at quarterly deferral dates and accrue dividend equivalents; cash deferrals accrue dividend-equivalent credits and pay out in cash; DSUs settle in shares at distribution .
- Amended and restated in March 2024 under the 2024 Omnibus Incentive Plan (approved May 23, 2024) .
Risk Indicators & Policies
- Compensation Recovery (clawback) policy adopted in 2023 under Dodd-Frank; mandatory recovery for erroneously awarded incentive compensation over prior 3 years after restatement .
- Insider Trading policy prohibitions (hedging/shorting/margin) and limited pledging; strong governance practices (annual elections, board self-evaluations, diversity, succession) .
Committee Composition – 2024 Meetings
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Compensation | Glenn W. Bunting | Bunting, L. Hugh Redd, Howard Woolley | 3 |
| Nominating & Corporate Governance | Blythe J. McGarvie | McGarvie, Jon A. Fosheim, Howard E. Woolley, Carolyn B. Handlon | 3 |
Summary Governance View
Woolley’s regulatory and governance acumen complements APLE’s board skill-mix and his committee roles place him at the center of pay, governance, ESG, and risk oversight. Absent disclosed conflicts or attendance concerns, and with strong shareholder support and alignment policies, his profile supports investor confidence in APLE’s board effectiveness .