Bob Ghassemieh
About Bob Ghassemieh
Bob Ghassemieh (age 49) joined Braemar Hotels & Resorts’ Board in August 2025 as an independent director. He brings 25+ years of commercial real estate experience with a two-decade focus on luxury hotels, including redevelopment of the Mr. C Beverly Hills (2011) and Mr. C Seaport hotels. He holds a degree in economics from Johns Hopkins University and serves as Executive Vice President and Director at First Credit Bank (since 2005) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE Group, Inc. | Analyst, Investment Banking Group | 1998–1999 | Exposure to real estate investment services; foundational finance experience |
| Atlantic Pearl Investments (Ghassemieh Family Office) | Director of Acquisitions | 1999–2005 | Led acquisitions in commercial real estate; family office investment oversight |
| Mr. C Hotels projects | Redeveloper, Mr. C Beverly Hills; Redeveloper, Mr. C Seaport | 2011 (BH); subsequent (NYC) | Launched first luxury Mr. C branded property; executed NYC Seaport redevelopment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Credit Bank | Executive Vice President & Director | 2005–present | Oversees CRE originations, due diligence, servicing; loan committee and ALCO member |
Board Governance
- Independence: The Board determined Ghassemieh is independent under NYSE standards and the Company’s Corporate Governance Guidelines; the Board has a majority of independent directors .
- Committee assignments: As of appointment (Aug 25, 2025), he was not appointed to any Board committee; committee membership is determined after the Annual Meeting .
- Lead Independent Director & structure: Separate Chair/CEO; empowered Lead Independent Director; all committees fully independent (Audit, Compensation, Nominating & Corporate Governance, Related Party Transactions) .
- Attendance/engagement: In 2024 the Board held 4 regular meetings, 4 executive sessions, and 9 special meetings; all incumbent directors standing for re-election attended ≥75% of meetings (pre-dating Ghassemieh’s appointment) .
- Strategic activity: A Special Committee formed in 2024 evaluated strategic alternatives, determining that a potential sale could maximize shareholder value .
Fixed Compensation
| Component | Amount/Terms | Applicability to Ghassemieh |
|---|---|---|
| Annual base cash retainer (non-executive directors) | $55,000 | Eligible upon appointment |
| Meeting fees (in-person, non-chair) | $2,000 per Board/committee meeting | Eligible |
| Meeting fees (teleconference) | $500 per meeting | Eligible |
| Committee chair retainers | Audit $25,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Related Party Transactions $15,000 | None (no committee roles as of appointment) |
| Committee member retainers | Audit member $5,000; Related Party Transactions member $10,000 | None (no committee roles as of appointment) |
| Lead Director retainer | $25,000 | Not applicable (role held by Stefani Carter) |
| Annual equity/cash grant (2025 policy) | $29,044 cash (in lieu of equity; equivalent to 14,925 shares based on VWAP period ending May 13, 2025) | Eligible; Board pays per policy |
Performance Compensation
- Non-employee director pay is primarily fixed retainers and meeting fees; no performance-linked director awards were granted in 2025 due to plan termination and substitution with cash . For governance oversight, the Board’s Compensation Committee evaluated executive incentive metrics and outcomes for 2024:
| 2024 Business Objective | Budget/Target | Actual | Outcome |
|---|---|---|---|
| Revenue | $636.7M | $728.4M | Achieved |
| Adjusted EBITDAre | $125.3M | $157.6M | Achieved |
| Asset sale | Sell Hilton Torrey Pines and/or Ritz-Carlton Sarasota | Closed sale of Hilton Torrey Pines (July 2024) | Achieved |
| Renovations | Complete renovations (Capital Hilton, Bardessono, Ritz-Carlton Lake Tahoe) | CH & Bardessono Q1’24; Ritz-Carlton Lake Tahoe Q4’24 | Achieved |
| Liquidity | ≥$50M | $207.9M | Achieved |
| Investor interactions | ≥200 | 279 | Achieved |
- Key performance measures used in pay-versus-performance and compensation linkage: Adjusted EBITDAre, Revenue, Hotel EBITDA Flow-Through .
Other Directorships & Interlocks
| Company | Public Company? | Role | Committees |
|---|---|---|---|
| First Credit Bank | No (not disclosed as public) | EVP & Director | Loan committee, ALCO |
| Other U.S. public company boards | — | None disclosed | — |
Expertise & Qualifications
- Core expertise: Commercial real estate development, ownership, operations, management, and finance with a focus on luxury hotels .
- Financial acumen: Bank director with loan/ALCO committee experience .
- Education: Economics degree, Johns Hopkins University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Bob Ghassemieh | 2,613,937 | 3.7% | As of record date Oct 20, 2025, assuming OP unit conversions where applicable |
| Ghassemieh Group (context) | ~5,153,591 aggregate (group) | ~7.3% of common stock (press release) | Group signatories and holdings per Agreement Exhibits; press release estimated ownership |
- Stock ownership guidelines: Directors should hold common stock exceeding 3x annual Board retainer; compliance expected within 4 years; hedging and pledging prohibited .
- Pledging/hedging status: Company policy prohibits pledging and hedging; no pledging disclosed for Ghassemieh .
Governance Assessment
-
Positive signals
- Independence affirmed; no Item 404(a) related-party transactions for Ghassemieh upon appointment .
- Deep sector expertise in luxury hotel development and bank credit governance potentially strengthens asset and financing oversight .
- Board-level conflict frameworks: robust Related Party Transactions Committee; majority independent Board; stringent hedging/pledging prohibitions .
-
Constraints and safeguards from Cooperation Agreement
- Standstill and voting commitments through the 2026 Annual Meeting + three months post-departure; irrevocable resignation letter tied to Minimum Ownership Threshold (≥3% or 2,046,583 shares) and compliance with policies .
- Replacement director rights limited to a pre-approved list if he cannot serve (Fred Ghassemieh, Samuel J. Jagger), subject to independence and Company vetting .
- Expense reimbursement to Ghassemieh Group capped at $550,000 for proxy/Agreement-related costs .
-
Potential conflicts and RED FLAGS
- Activist settlement-driven seat: While common in small-cap REITs, the resignation trigger tied to ownership thresholds and family member replacement options may raise perceived influence risks; recusal is contemplated for conflicts per fiduciary duty .
- Family group ownership concentration: Group reported ~7.3% stake; concentration can be positive for alignment but may amplify control optics during strategic reviews .
Overall implication: Ghassemieh’s operational and financing experience is additive for BHR’s luxury hotel strategy. The cooperation terms introduce governance complexity (standstill, resignation triggers, replacement rights), mitigated by independent committee oversight and explicit recusal direction. Vigilance on committee placement and adherence to conflict protocols will be key to investor confidence .
Related Party Transactions (Director-Specific)
- None disclosed for Bob Ghassemieh at appointment under Item 404(a) .
- Board-level related relationships disclosed for another director (Studio 11 Design consulting with Ashford Inc., with refunds provided), reviewed under RPT frameworks; underscores active related-party oversight processes .
Compensation Committee Analysis (Context for Board Oversight)
- Independent consultant: Gressle & McGinley retained; independence affirmed; focus on equity and long-term incentives benchmarking .
- Peer group used for benchmarking: Chatham Lodging Trust, DiamondRock, Host Hotels, Park, Pebblebrook, RLJ, Summit, Sunstone, Xenia .
- Say-on-Pay: 73% approval at 2024 annual meeting; considered in subsequent award sizing .
Director Stock Ownership Guidelines & Compliance Window
- Directors must reach holdings exceeding 3x annual Board retainer within four years; once met, volatility does not reset requirements. Sales of granted stock restricted until guideline met .
RED FLAGS Summary
- Activist-linked appointment with ownership-based resignation trigger and limited replacement slate (family affiliates) .
- Group ownership concentration (~7.3%) may create optics of influence during strategic transactions; mitigated by standstill and voting commitments, plus RPT committee oversight .
Notes on Board Policies Relevant to Director Risk
- Prohibition on hedging/pledging; insider trading policy; strong conflict-of-interest controls; majority independent directors; non-classified annual elections; proxy access .