Kellie Sirna
About Kellie Sirna
Kellie Sirna, age 46, was appointed as an independent director of Braemar Hotels & Resorts Inc. (BHR) on April 1, 2025, and currently serves on the Nominating and Corporate Governance Committee; she is the owner and principal of Design 11 Studio, LLC (Studio 11 Design), an interior design firm focused on hospitality and leisure, with over two decades of industry experience and board/awards involvement in Hospitality Design Magazine and HD Awards/Wave of the Future awards . She was added to the Nominating and Corporate Governance Committee effective May 22, 2025, reflecting her governance engagement shortly after joining the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Design 11 Studio, LLC (“Studio 11 Design”) | Owner & Principal | Founded 2011; sole member since Aug 24, 2022 | Focus on Brand Bottega (brand identity/design) and Lou Verne (art curation/creation/styling) |
| Studio 11 Design | Co-member (50% membership interest pre-2022) | Prior to Aug 24, 2022 | Transitioned to sole member; agency of record for hospitality design projects |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hospitality Design Magazine | Board member | Not disclosed | Judge for HD Awards and Wave of the Future Awards; recognized as American Business Awards’ Woman of the Year (gold-level); covered by major media (CNN, Conde Nast Traveler, Forbes, WSJ) |
Board Governance
- Independence: The Board determined Ms. Sirna is independent under NYSE listing standards and the Company’s Corporate Governance Guidelines upon appointment .
- Committee Assignments: Member, Nominating and Corporate Governance Committee (NCG); NCG membership is composed entirely of independent directors .
- Committee Activity: NCG held four meetings in 2024 (pre-appointment context; shows typical cadence) .
- Board Structure: Majority of directors are independent; Chairman is separate from CEO; an empowered Lead Independent Director role exists (Lead Director: Stefani D. Carter) .
- Conflict Oversight: Related Party Transactions Committee reviews and recommends approval/denial of any transaction involving related parties (including advisor Ashford Inc. and affiliates), providing a formal safeguard .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual base cash retainer | Non-executive director retainer | $55,000 |
| Meeting fees (in-person) | Board or committee (non-chair) | $2,000 per meeting |
| Meeting fees (teleconference) | Board or committee | $500 per meeting |
| Committee chair fees | Audit | $25,000 (chair); $5,000 (member non-chair) |
| Committee chair fees | Compensation | $15,000 (chair) |
| Committee chair fees | Nominating & Corporate Governance | $10,000 (chair) |
| Committee chair/member fees | Related Party Transactions | $15,000 (chair); $10,000 (member non-chair) |
| 2025 cash in lieu of equity | Due to plan expiry; paid to non-executive directors | $29,044 (equivalent of 14,925 shares based on 20-day VWAP ending May 13, 2025) |
Note: Ms. Sirna is eligible for standard non-employee director compensation and the $29,044 cash payment following the equity plan’s May 12, 2025 termination .
Performance Compensation
| Metric | Details |
|---|---|
| Equity award structure (historical policy) | Non-executive directors historically received annual grants of fully vested common stock or LTIP units set in three-year cycles; 14,925 shares/units maintained in May 2024 . |
| 2025 change | The 2013 Equity Incentive Plan terminated May 12, 2025; in 2025, equity was replaced by a $29,044 cash payment to non-executive directors . |
| Performance conditions | Director equity awards are fully vested; no performance-based metrics disclosed for director grants . |
Other Directorships & Interlocks
| Type | Entity/Details | Terms/Amounts |
|---|---|---|
| Other U.S. public company boards | None listed for Ms. Sirna | — |
| Related-party consulting | Studio 11 Design consulting agreement with Ashford Inc. (Company’s advisor) | $85,000 annualized for four-year initial term |
| Prior revenue from Ashford Inc. and affiliates | Gross revenues earned | $339,511 (2022); $145,623 (2023); $12,710 (2024) |
| Refunds by Studio 11 Design | Gross revenue refunds | $336,547 total refunded (breakdown: $219,511 for 2022; $117,036 for 2023) |
| Related-party oversight | Related Party Transactions Committee process | Reviews/approves/denies related transactions, reports to independent directors |
Expertise & Qualifications
- Hospitality design operator with brand identity and art curation domain expertise via Studio 11 Design (Brand Bottega and Lou Verne verticals), aligning with BHR’s luxury hotel portfolio context .
- Governance involvement in design industry (Hospitality Design Magazine board; served as judge) and recognized leadership/entrepreneurship (American Business Awards’ Woman of the Year gold-level) .
- Brings customer experience, property aesthetics, and brand development perspective useful for capex/repositioning decisions and guest experience initiatives .
Equity Ownership
| Holder | Security | Amount | Percent of Class |
|---|---|---|---|
| Kellie Sirna | Common Stock | 1,799 | <1% |
| Policy environment | Hedging/Pledging | Company policy prohibits directors from pledging company securities and engaging in hedging/speculative transactions |
Director stock ownership guideline: Directors should hold common stock with value >3x annual cash Board retainer; new directors are expected to achieve compliance within four years; compliance requirements persist despite stock price volatility .
Governance Assessment
- Independence and committee placement: Ms. Sirna was affirmed independent under NYSE standards and placed on an all-independent NCG committee; this supports board effectiveness and unbiased oversight of nominations/governance policy .
- RED FLAG: Related-party exposure via Studio 11 Design’s consulting engagement with Ashford Inc. ($85,000/year, four-year term) and prior services; while refunds mitigated prior revenue recognition, the ongoing relationship presents potential conflicts given Ashford Inc.’s advisory role to BHR .
- Mitigation: The Related Party Transactions Committee formally reviews and can deny related transactions, with majority-independent director approval required; this structure is a meaningful safeguard but requires vigilant enforcement .
- Ownership alignment: 2025’s shift from equity grants to a fixed $29,044 cash payment (due to plan expiry) modestly reduces automatic equity-based alignment; however, director stock ownership guidelines (≥3x retainer) and prohibitions on hedging/pledging counterbalance alignment risks .
- Board environment: Majority-independent board, separate Chair/CEO, empowered Lead Independent Director, and codified governance practices (majority vote standard, proxy access, robust self-evaluations) bolster investor confidence in oversight quality .