Jon A. Fosheim
About Jon A. Fosheim
Jon A. Fosheim (age 74) is Apple Hospitality REIT’s Lead Independent Director, serving on the Board since 2015. He is a former CEO of Oak Hill REIT Management, LLC (2005–2011) and co‑founder/principal of Green Street, with earlier roles at Bear Stearns (institutional sales) and Touche Ross (now Deloitte) in tax. He holds BA, MBA, and JD degrees from the University of South Dakota, and is designated as an Audit Committee Financial Expert at APLE.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Hill REIT Management, LLC | Chief Executive Officer | 2005–2011 | Hedge fund specializing in REIT investments; led investment strategy |
| Green Street | Principal & Co‑founder | 1985–2005 | Built leading real estate analytics platform; deep REIT sector expertise |
| Bear Stearns & Co. | Institutional Sales | Pre‑1985 (not specified) | Capital markets and institutional client coverage |
| Touche Ross (Deloitte LLP) | Tax Department | Pre‑1985 (not specified) | Accounting/tax training supporting financial literacy |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| DigitalBridge Group, Inc. (formerly Colony Capital) | Director | 2017–2024 | Audit Committee; Compensation Committee |
Board Governance
- Independence: The Board determined all directors except the Executive Chairman (Glade M. Knight) and CEO (Justin G. Knight) are independent; Fosheim is independent and serves as Lead Independent Director.
- Committee assignments and expertise: Member of Audit, Executive, and Nominating & Corporate Governance Committees; designated Audit Committee Financial Expert.
- Lead Independent Director role: Presides over executive sessions of independent directors, serves as liaison among Chair/CEO/Board and to shareholders who request direct communications.
- Attendance and engagement: Board met 3 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting; independent directors met in executive session 4 times.
- ESG oversight context: Governance Committee oversees ESG strategy and receives regular reports; Board maintains strong governance practices (ownership guidelines, anti‑hedging, clawback).
| APLE Board Committees (2024) | Membership | Meetings (2024) |
|---|---|---|
| Audit | L. Hugh Redd (Chair); Glenn W. Bunting; Jon A. Fosheim; Carolyn B. Handlon | 5 |
| Nominating & Corporate Governance | Blythe J. McGarvie (Chair); Jon A. Fosheim; Howard E. Woolley; Carolyn B. Handlon | 3 |
| Compensation | Glenn W. Bunting (Chair); L. Hugh Redd; Howard E. Woolley | 3 |
| Executive | Glade M. Knight (Chair); Glenn W. Bunting; Jon A. Fosheim; Justin G. Knight | 0 |
Fixed Compensation
- Standard non‑employee director retainer (effective March 1, 2024): $70,000 cash + $115,000 in common shares (fully vested); additional retainers: Audit Chair $25,000, Comp Chair $20,000, Governance Chair $20,000, Lead Independent Director $30,000, Committee Member (per committee) $10,000.
| Director Compensation – 2024 (USD) | Fees Earned (Cash) | Share Awards (Grant‑Date FV) | All Other Compensation | Total |
|---|---|---|---|---|
| Jon A. Fosheim | $114,167 | $115,009 | $34,763 | $263,939 |
- Equity grant details: Each non‑employee director received 7,554 fully vested common shares (or DSUs if elected) in 2024; no stock options granted to directors; legacy director option plan terminated and all outstanding options expired in 2024.
Performance Compensation
| Performance‑Linked Components for Non‑Employee Directors | Status |
|---|---|
| Option awards | None in 2024; all legacy director options expired in 2024 |
| PSUs/metrics tied to director pay | Not utilized; director equity grants are fully vested shares/DSUs |
| Clawback applicability | Clawback applies to incentive‑based compensation for executives; director pay is not performance‑linked |
Other Directorships & Interlocks
| Company | Relationship to APLE | Interlock/Conflict Note |
|---|---|---|
| DigitalBridge Group, Inc. | Former external board (2017–2024) | No APLE‑disclosed related‑party ties; served on Audit and Compensation Committees there |
- Compensation Committee interlocks: APLE discloses no interlocks per SEC proxy rules for 2024; committee members were Bunting, Redd, Woolley (Fosheim not a member in 2024).
- Related‑party transactions: APLE discloses related dealings centered on Executive Chairman’s entities; no related‑party transactions involving Fosheim disclosed.
Expertise & Qualifications
- REIT and investment management leadership (CEO of REIT‑focused hedge fund; co‑founder of Green Street) supporting capital allocation and strategy oversight.
- Audit/finance literacy and designation as an SEC “financial expert” on APLE’s Audit Committee.
- Legal and tax training (JD; tax department experience), strengthening governance, controls, and risk oversight.
- Board leadership as Lead Independent Director with direct shareholder liaison responsibilities.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Ownership % of Class | Notes |
|---|---|---|---|
| Jon A. Fosheim | 85,447 [includes 30,534 DSUs] | <1% of 238,858,327 shares outstanding | DSUs under Director Deferral Program; meets/within transition period for ownership guidelines |
- Ownership guidelines: Directors must own APLE securities valued at least 4× annual base cash retainer; all current directors have met or are within transition period.
- Insider trading policy: Prohibits hedging, short sales, margin accounts; pledging more than 50% of held shares is prohibited.
- Non‑Employee Director Deferral Program: Directors may elect to defer cash/share retainers into DSUs or deferred cash; earnings on deferrals recorded; one director elected deferral in 2024 (Fosheim’s ownership table reflects DSUs).
Governance Assessment
- Board effectiveness: Fosheim’s capital markets/REIT analytics background and audit financial expert designation strengthen APLE’s risk oversight and financial reporting quality; his Lead Independent Director role supports independent board leadership and investor engagement.
- Independence and attendance: Independent status, committee breadth, and ≥75% attendance threshold alongside executive sessions indicate robust governance discipline.
- Pay alignment and investor signals: Director pay has a high equity component aligned with shareholder interests; say‑on‑pay support was ~97% in 2024 (for 2023 executive pay), signaling investor confidence in APLE’s pay practices.
- Conflicts/red flags: No related‑party transactions involving Fosheim disclosed; no director options or repricings; hedging/pledging restricted by policy. Monitor overall board‑level related‑party activities tied to Executive Chairman’s affiliates, though not attributable to Fosheim.
- Tenure/refresh considerations: Director since 2015 (age 74); provides deep sector experience; long tenure is typical for REIT boards but warrants periodic refresh review alongside skills matrix.