Matthew Rinaldi
About Matthew D. Rinaldi
Independent director of Braemar Hotels & Resorts Inc. (BHR), age 50, serving on the Board since November 2013; currently General Counsel of Farjo Holdings, LP (since June 2023). He is a licensed attorney with extensive corporate, real estate, securities litigation, and appellate experience; education includes a J.D., cum laude, from Boston University and a B.B.A. in Economics, cum laude, from James Madison University . Independence affirmed under NYSE and company standards; all directors other than the Chairman (Monty J. Bennett) and CEO (Richard J. Stockton) are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farjo Holdings, LP | General Counsel | Jun 2023–present | Corporate/real estate counsel |
| Quantas Healthcare Management, LLC | General Counsel | Jun 2017–Jun 2023 | Overseeing legal across affiliated medical facilities |
| Texas House of Representatives (District 115) | Elected Representative | 2014–2019 | Legislative governance experience |
| Dykema | Senior Counsel | Jul 2014–Jun 2017 | Complex commercial litigation |
| Solo Practitioner | Counsel | Nov 2013–Jul 2014 | Litigation and advisory |
| Miller, Egan, Molter & Nelson, LLP | Counsel | 2009–Nov 2013 | Corporate/real estate litigation |
| K&L Gates LLP | Associate | 2006–2009 | Litigation; corporate officer defense |
| Gibson, Dunn & Crutcher LLP | Associate | 2001–2006 | Securities class action defense; SEC compliance |
External Roles
No other U.S. public company directorships disclosed for Mr. Rinaldi .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Related Party Transactions Committee .
- Independence: Board majority independent; Mr. Rinaldi determined independent under heightened standards for compensation committees .
- Attendance: Board held 4 regular, 4 executive sessions (non-management), and 9 special meetings in 2024; all incumbent directors standing for re-election attended at least 75% of Board/committee meetings; directors are expected to attend annual meetings, and all directors at the 2024 annual meeting attended except Mr. Shah .
- Lead Independent Director: Stefani D. Carter (not Mr. Rinaldi); Carter chairs Nominating & Corporate Governance .
- Conflicts oversight: RPT Committee reviews and can deny or recommend approval of related-party transactions involving Ashford Inc., Ashford Trust, and affiliates; Board has conflict policies and codes prohibiting hedging/pledging .
Committee detail
| Committee | Role | Meetings (FY 2024) | Key responsibilities |
|---|---|---|---|
| Compensation | Chair | 3 | CEO/Chair pay, officer comp plans, director pay, equity plan administration; authority to retain independent consultant |
| Related Party Transactions | Member | 4 | Reviews transactions with officers/directors/advisor/affiliates; can deny or recommend approval to independent directors; periodic review of past-approved transactions |
Fixed Compensation
Director fee schedule (Non-executive directors, excluding Chairman)
| Component | Amount |
|---|---|
| Annual base cash retainer | $55,000 |
| Meeting fee (in-person; non-chair) | $2,000 per meeting |
| Committee meeting fee (as chair) | $3,000 per meeting |
| Teleconference meeting fee | $500 per meeting |
| Additional annual retainers: Lead Director | $25,000 |
| Additional annual retainers: Audit Chair | $25,000 |
| Additional annual retainers: Audit Member (non-chair) | $5,000 |
| Additional annual retainers: Compensation Chair | $15,000 |
| Additional annual retainers: Nominating & Corporate Governance Chair | $10,000 |
| Additional annual retainers: Related Party Transactions Chair | $15,000 |
| Additional annual retainers: Related Party Transactions Member (non-chair) | $10,000 |
Mr. Rinaldi’s FY 2024 director compensation
| Year | Fees Earned or Paid in Cash | LTIP/Stock Awards | Total |
|---|---|---|---|
| 2024 | $113,500 | $42,089 | $155,589 |
2025 change: Following plan termination (2013 Equity Incentive Plan ended May 12, 2025), Board paid non-executive directors an additional cash amount of $29,044 (equivalent of 14,925 shares based on 20-day VWAP ending May 13, 2025) in lieu of the annual equity award .
Performance Compensation
Braemar’s executive incentive framework overseen by the Compensation Committee (chaired by Mr. Rinaldi) emphasized six business objectives for 2024; all were achieved, with the Committee reducing total deferred cash awards versus prior year despite full attainment .
2024 business objectives and outcomes (FY 2024)
| Metric | Target | Actual | Result |
|---|---|---|---|
| Revenue | $636.7M | $728.4M | Achieved |
| Adjusted EBITDAre | $125.3M | $157.6M | Achieved |
| Asset sale | Sell Hilton Torrey Pines and/or Ritz-Carlton Sarasota | Hilton Torrey Pines sold Jul 2024 | Achieved |
| Renovations | Complete Capital Hilton, Bardessono, Ritz-Carlton Lake Tahoe | Completed: Q1 2024 (Capital Hilton, Bardessono), Q4 2024 (Lake Tahoe) | Achieved |
| Liquidity | ≥ $50M | $207.9M (12/31/24) | Achieved |
| Investor/analyst interactions | ≥ 200 | 279 | Achieved |
Compensation consultant and peer group
- Independent consultant: Gressle & McGinley retained by Compensation Committee; independence affirmed; no other services to the Company .
- Hospitality REIT peer group used for market reference: Chatham Lodging Trust, DiamondRock, Host Hotels & Resorts, Park, Pebblebrook, RLJ, Summit, Sunstone, Xenia .
Say-on-pay (advisory) outcome
| Year | Approval (votes cast) |
|---|---|
| 2024 | ~73% approval of 2023 executive compensation |
Governance policies relevant to incentives
- Stock ownership guidelines for executives and directors; clawback policy adopted under Dodd-Frank/SEC rules; no stock options; prohibition on hedging/pledging .
Note: Non-executive directors’ compensation is primarily fixed (cash retainers/meeting fees) with an annual equity or cash equivalent grant; no director-specific performance metrics disclosed beyond overall Company objectives used for executive awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Mr. Rinaldi |
| Interlocks/related party ties | Serves on BHR’s Related Party Transactions Committee; no disclosed external interlocks |
Expertise & Qualifications
- Legal expertise in SEC compliance, securities litigation (defending corporate officers/accounting firms), director/officer liability, real estate, employment, insurance, and IP; extensive courtroom experience at federal, state, and appellate levels .
- Education: J.D., cum laude (Boston University); B.B.A. in Economics, cum laude (James Madison University) .
Equity Ownership
Beneficial ownership as of Oct 20, 2025
| Security | Amount | % of Class |
|---|---|---|
| Common Stock | 106,689 | <1% (denoted “*”) |
| Series E Preferred | — | — |
| Series M Preferred | — | — |
Ownership alignment and policies
- Director stock ownership guideline: hold common stock value > 3× annual Board cash retainer; compliance expected within four years; as of Dec 31, 2024, all directors met guidelines or were within grace period .
- Hedging/pledging prohibited for directors and officers .
- Annual director equity awards historically granted as fully vested common or LTIP units; in 2025, cash equivalent paid due to plan termination .
Section 16(a) compliance (insider reporting)
| Item | Detail |
|---|---|
| Delinquent filings (FY 2024) | No delinquent Section 16(a) reports disclosed for Mr. Rinaldi; one delinquency noted for Mr. Vaziri (resigned Dec 17, 2024) |
Governance Assessment
- Committee leadership and engagement: As Compensation Committee Chair, Mr. Rinaldi oversees executive and director pay, equity plan administration, and consultant engagement; 3 Compensation Committee meetings held in 2024, with independence affirmed under heightened standards .
- Conflicts oversight: As a member of the Related Party Transactions Committee, he participates in reviewing extensive related-party arrangements with Ashford Inc. and affiliates (Premier, Remington Hospitality, Warwick insurance, Lismore), with authority to deny or recommend approval to independent directors; Board maintains robust conflict policies and majority independence .
- Director compensation and ownership alignment: Mix of fixed cash (retainers/meeting fees) plus equity grant or cash equivalent; 2024 director pay for Mr. Rinaldi totaled $155,589; directors subject to a 3× retainer ownership guideline and hedging/pledging prohibitions, supporting alignment .
- Attendance and independence signals: ≥75% meeting attendance met; attendance at annual meeting expected and broadly adhered to; independence affirmed, with Lead Independent Director structure and exclusive independent membership on all Board committees .
- RED FLAGS for investor monitoring:
- External advisor model with significant related-party economics (advisory base/incentive fees, reimbursements, exclusivity agreements); extensive payments to affiliates (e.g., Premier design/construction ~$15.9M; Remington management fees/expenses ~$4.1M in 2024) require vigilant RPT oversight .
- Company Sale Letter Agreement sets a discounted advisory termination fee of $480M plus accrued fees upon a sale (vs. $574.83M calculated), with conditions around Premier/Remington agreements—material governance/valuation consideration in a sale process .
- Say-on-pay approval at ~73% in 2024 is below typical high-80s/90s norms—continued scrutiny warranted by the Compensation Committee .
- August 2024 Limited Waiver ties Advisor termination rights and Stockton employment change-of-control payments to Board composition and refinancing outcomes—complexity with potential misalignment risks if governance dynamics shift .
Overall, Mr. Rinaldi’s long tenure, legal credentials, and leadership of Compensation and participation in RPT oversight provide governance capability in a complex externally advised REIT structure; monitoring of related-party decisions, sale process economics, and pay practices remains important for investor confidence .