Candace Evans
About Candace Evans
Candace Evans (age 71) has served as an independent director of Braemar Hotels & Resorts Inc. since July 2019. She currently sits on the Audit Committee and the Nominating and Corporate Governance Committee; she previously served on the Compensation Committee during 2024. Evans is an award‑winning business journalist and entrepreneur, Founder & Publisher of CandysDirt.com and SecondShelters.com, and holds an M.S.J. from Columbia University; she is a licensed Texas real estate professional. Her qualifications emphasize real estate marketing, online media, and research into luxury hotels and high‑end vacation homes .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| CandysDirt.com; SecondShelters.com | Founder & Publisher | Sites founded in 2010; daily publication; >33,000 subscribers; ad sales +10%/yr since founding | Real estate media expertise; luxury/vacation home market insights |
| DMagazine Partners | Founding Editor; conceived DallasDirt.com blog | Blog 2007–2010 | Built digital real estate audience; local market coverage |
| CBS News (NY); WBBM‑TV (Chicago); KDFW‑TV (Dallas) | Journalist/Producer | Various prior roles | Broad journalism experience and investigative skills |
| Various publications (Newsweek, The Dallas Morning News, Dallas Business Journal, D CEO, Modern Luxury Dallas, AOL Real Estate, The New Geography, Medical Economics, Fort Worth Star‑Telegram, Adweek, Texas Business) | Contributor | Ongoing/historical | Industry analysis and content leadership |
| Forbes.com | Expert contributor (real estate) | Ongoing | Real estate commentary; market knowledge |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Preservation Dallas (non‑profit) | Board of Directors | Current | Architectural preservation in North Texas |
| Dallas County Medical Alliance Foundation | President | 2024–2025 | Community leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence | The Board affirmatively determined Evans is independent under NYSE and company standards; all committees are composed entirely of independent directors . |
| Committee Memberships (current) | Audit Committee (member); Nominating & Corporate Governance Committee (member). Audit Committee members: Rebecca Musser (chair), Rebeca Odino‑Johnson, Candace Evans. NCG Committee members: Stefani D. Carter (chair), Candace Evans, Kellie Sirna . |
| Committee Meetings (2024) | Audit Committee: five meetings; Nominating & Corporate Governance: four meetings . |
| Prior Committee Service | Served on Compensation Committee during 2024 (alongside Odino‑Johnson, Rinaldi, Shah); all were independent and had no related‑party transactions requiring disclosure . |
| Attendance | All incumbent directors standing for re‑election attended at least 75% of Board and committee meetings in 2024; directors are expected to attend the annual meeting, and all did in 2024 except Mr. Shah . |
| Audit Committee Report | Audit Committee (including Evans) recommended inclusion of 2024 audited financials in Form 10‑K; confirmed auditor independence; recommended ratification of BDO USA, P.C. . |
| Governance Practices | Majority independent board; separate Chair/CEO; Lead Independent Director role; robust ownership guidelines; prohibition on hedging/pledging; majority vote standard with resignation policy in uncontested elections . |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $69,500 | Annual cash retainer $55,000 plus meeting fees (structure below) . |
| Total Cash (incl. fees) | $69,500 | 2024 actual . |
| Annual Retainer Schedule (structure) | Lead Director $25,000; Audit Chair $25,000; Audit Member $5,000; Compensation Chair $15,000; NCG Chair $10,000; RPT Chair $15,000; RPT Member $10,000; Per‑meeting: Board/committee $2,000 in person; $3,000 as committee chair; $500 via teleconference | Applies to non‑executive directors; Evans is a committee member (not chair) in Audit/NCG as of current slate . |
Performance Compensation
| Equity/Variable Element | FY2024 Grant Accounting Value | Form/Timing | Vesting/Performance | FY2025 Change |
|---|---|---|---|---|
| Annual equity award (director) | $42,089 | LTIP units (Evans elected LTIPs) granted under 2013 Equity Incentive Plan | Fully vested immediately; director awards are not tied to performance metrics | 2013 Plan terminated May 12, 2025; Board paid additional cash $29,044 on May 22, 2025 equal to 14,925 shares VWAP; maintained annual grant size policy of 14,925 shares/units in May 2024 . |
Note: Director equity awards are fully vested upon grant and not subject to performance targets; the company does not grant stock options to directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other U.S. Public Company Boards | None listed for Candace Evans . |
| Compensation Committee Interlocks (2024) | None; members (including Evans) were independent with no related‑party transactions requiring disclosure . |
Expertise & Qualifications
- Real estate marketing and luxury/vacation property domain knowledge; active Texas real estate license .
- Digital media, online journalism, social media; founder/operator of leading regional real estate sites .
- Board service on preservation and medical foundation organizations; community leadership .
Equity Ownership
| Security Class | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 80,441 | <1% | Beneficial ownership includes OP/LTIP units that have achieved economic parity and are convertible; assumes redemption to common on 1:1 . |
| Series E Preferred Stock | 1,366 | <1% | As reported in Security Ownership table . |
| Series M Preferred Stock | — | — | No holdings reported . |
| Ownership Guidelines | Directors should hold common stock value >3× annual Board retainer; as of Dec 31, 2024, each director met or was within grace period; hedging/pledging prohibited . |
Governance Assessment
- Board effectiveness: Evans’ placement on Audit and NCG committees positions her in key oversight functions (financial reporting, governance policies, board refreshment). Audit held five meetings and issued an annual report; NCG held four meetings—both reinforce active oversight .
- Independence and engagement: Affirmatively independent under NYSE standards; attended ≥75% of meetings; expected annual meeting attendance and complied in 2024 (company‑wide) .
- Compensation alignment: 2024 director pay mix was primarily fixed cash plus fully vested LTIP units ($69,500 cash; $42,089 equity). The plan’s termination in 2025 led to cash in lieu of equity ($29,044), modestly reducing ongoing equity linkage; stock ownership guidelines and prohibitions on hedging/pledging support alignment .
- Conflicts and related‑party oversight: Given Braemar’s advisor relationships (Ashford entities), all related‑party matters go to independent directors via the Related Party Transactions Committee; Evans is not on RPT but serves on Audit/NCG. 2024 Compensation Committee membership (including Evans) had no related‑party transactions requiring disclosure .
- Shareholder signals: 2024 say‑on‑pay support was ~73%, below typical REIT norms, indicating some investor concern with executive pay design; the Board disclosed independent consultant use and pay‑for‑performance policies. A Special Committee formed in 2024 to evaluate strategic alternatives (including a potential sale), signaling active governance in pursuit of shareholder value .
Red Flags
- Say‑on‑pay approval at 73% suggests caution on executive compensation structure; while not specific to Evans, it is a broader governance signal to monitor .
- Structural conflicts inherent in advisor/affiliate relationships require vigilant oversight; mitigated by independent committee processes but remain a governance risk context .
No Red Flags Identified
- No Section 16(a) delinquent filings reported for Evans; only one late filing noted for another director (Vaziri) in 2024 .
- Prohibitions on hedging/pledging and stock ownership guidelines in force; directors met or were within compliance grace period as of year‑end 2024 .