Kristian M. Gathright
About Kristian M. Gathright
Independent director of Apple Hospitality REIT (APLE) since 2019; age 52. Former Executive Vice President and Chief Operating Officer of APLE from inception until retirement on March 31, 2020; earlier roles at Cornerstone Realty Income Trust (Assistant VP & IR Manager), United Dominion Realty Trust (Asset Manager & Regional Controller), and Ernst & Young. Education: B.S., Accounting (Graduate with Distinction), McIntire School of Commerce, University of Virginia. Core credentials: hotel industry and real estate operations, finance, investment, strategic planning, risk management, leadership and management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Hospitality REIT, Inc. | Executive Vice President and Chief Operating Officer | From Company inception to Mar 31, 2020 | Senior leadership for operations; extensive hotel industry and real estate experience . |
| Cornerstone Realty Income Trust, Inc. | Assistant Vice President & Investor Relations Manager | Prior to Apple REIT companies | REIT investor relations and operations exposure . |
| United Dominion Realty Trust, Inc. | Asset Manager; Regional Controller (Northern Region Operations) | Prior role | Financial and operational control within a REIT . |
| Ernst & Young LLP | Began career | Early career | Foundation in accounting/audit . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Whitestone REIT | Trustee | Since 2024 | Audit; Nominating & Corporate Governance . |
| Spirit Realty Capital, Inc. (merged into Realty Income Jan 2024) | Director | 2021–Jan 2024 | Nominating & Corporate Governance; Compensation . |
| Derive Ventures | Advisor | Since 2022 | Advisory role . |
| American Hotel & Lodging Association | Former Director | Prior service | Industry leadership; governance exposure . |
| Courtyard Franchise Advisory Council | Former President | Prior service | Brand advisory leadership (Marriott) . |
| University of Virginia Foundation | Director | Current | Board role . |
| UVA McIntire School of Commerce Foundation | Trustee | Current | Board role . |
Board Governance
- Independence: Board determined all directors except Glade M. Knight and Justin G. Knight are NYSE “independent”; Ms. Gathright is independent .
- Committee assignments: Not listed as a member of Executive, Audit, Compensation, or Nominating & Corporate Governance committees for 2024 (members specified exclude Ms. Gathright) .
- Board leadership: Separate Executive Chairman (Glade M. Knight) and CEO (Justin G. Knight); Lead Independent Director is Jon A. Fosheim .
- Attendance & engagement: Board held 3 meetings in 2024; all directors attended the 2024 annual meeting; each director attended ≥75% of aggregate Board and committee meetings during their service in 2024; independent directors held 4 executive sessions in 2024 .
- Key policies: Director stock ownership guideline = 4x annual base cash retainer; all directors either meet the guideline or are within the transition period; strict anti‑hedging and margin account policy; limited pledging permitted (no more than 50% of individually held shares) .
- Clawback policy: Incentive Compensation Recovery Policy adopted in 2023 for executives (mandatory recovery upon restatement) .
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $70,000 | Approved effective Mar 1, 2024 . |
| Board equity retainer (fully vested shares) | $115,000 | Paid in Common Shares; each non-employee director received 7,554 fully vested shares (or DSUs if elected) . |
| Committee chair retainers | $20,000 (Comp; Governance), $25,000 (Audit) | Applies to chairs (not applicable to Ms. Gathright in 2024) . |
| Lead Independent Director retainer | $30,000 | Applies to LID (not applicable to Ms. Gathright) . |
| Committee member retainer | $10,000 per committee | Applies to members (not applicable to Ms. Gathright in 2024) . |
| Reimbursements | Up to $3,000 continuing education; travel expenses | Standard reimbursements . |
| Director | Cash Fees | Share Awards (Grant-date fair value) | All Other | Total |
|---|---|---|---|---|
| Kristian M. Gathright | $70,000 | $115,009 | $— | $185,009 . |
Performance Compensation (Director)
- No performance-based director compensation is disclosed; annual director equity grants are fully vested Common Shares; no stock options were granted to directors in 2024, and all outstanding director options from the legacy 2008 plan expired in 2024 .
| Metric/Condition | Applicability | 2024 Status |
|---|---|---|
| Performance metrics tied to director pay | Not applicable | Director equity grants fully vested; no options; no performance conditions . |
Other Directorships & Interlocks
- Current public company boards: Whitestone REIT (Audit; Nominating & Corporate Governance) .
- Prior public company board: Spirit Realty Capital (Nominating & Corporate Governance; Compensation) through merger into Realty Income (Jan 2024) .
- Industry organizations: Prior AHLA Board; Courtyard Franchise Advisory Council (Marriott) .
- Potential interlocks/conflicts: Whitestone REIT focuses on open-air retail properties; no direct competitive overlap with APLE’s rooms-focused hotel REIT model disclosed. Prior brand advisory role (Marriott) suggests industry expertise; no related-party transaction disclosed with APLE stemming from these roles .
Expertise & Qualifications
- Deep hotel REIT operating experience (former COO, EVP at APLE), finance and investment background, strategic planning, risk management, leadership .
- Accounting credentials; University of Virginia McIntire School, Graduate with Distinction .
- Committee experience at other REITs (Audit, Compensation, Nominating & Governance) enhances governance acumen .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Kristian M. Gathright | 992,044 | <1% | Includes 990,033 shares held through a revocable trust and 70 shares held by an immediate family member . |
| Shares pledged/hedged | Not disclosed | — | Company policy prohibits hedging and limits pledging to ≤50% of individually held shares . |
| Ownership guideline | 4x director cash retainer | Status: company states all directors meet or are within transition | Company-wide disclosure; individual compliance not separately detailed . |
| Options/RSUs | None outstanding | — | No director options granted in 2024; legacy director options expired in 2024 . |
Governance Assessment
- Independence and prior executive tenure: Ms. Gathright is classified “independent” under NYSE rules; her prior role as APLE COO may warrant investor monitoring for potential management influence, but the Board’s independence determination and separation of Chair/CEO roles mitigate concerns .
- Committee engagement: Not serving on standing committees in 2024 reduces direct involvement in audit, compensation, or governance agenda; investors may seek evidence of engagement through attendance (≥75% in 2024) and participation in independent sessions (4 in 2024) .
- Ownership alignment: Material personal stake (~992k shares) supports alignment; director equity retainer paid in shares further strengthens skin-in-the-game; hedging prohibited; pledging restricted .
- Compensation quality: Director pay blend balanced; equity is fully vested (no performance conditions), but overall levels benchmarked near peer median with higher equity mix; no tax gross-ups, no options—shareholder-friendly structure .
- Conflicts/related-party exposure: No related-party transactions disclosed for Ms. Gathright; broader related-party cost-sharing arrangements pertain to Executive Chairman’s entities, not her—still a Board oversight consideration .
- Shareholder signals: Executive say‑on‑pay support ~97% in 2024 indicates positive investor sentiment towards APLE’s pay practices; governance oversight includes ESG via Governance Committee and risk oversight via Audit Committee .
RED FLAGS: None disclosed specific to Ms. Gathright (e.g., hedging/pledging, related-party transactions, option repricing). Monitoring areas: lack of committee assignment (engagement), prior executive role (independence optics), and Board-level related-party arrangements (overall governance risk) .