Rebeca Odino-Johnson
About Rebeca Odino-Johnson
Rebeca Odino-Johnson, age 69, has served as an independent director of Braemar Hotels & Resorts (BHR) since May 2022; she is a member of the Audit Committee and chairs the Related Party Transactions Committee . She is National Senior Vice-President of Direct Marketing and Donor Experience at the American Heart Association (since April 2018) and previously held senior marketing leadership roles at Main Event Entertainment, Bob Evans Farms, Dine Brands Global (Applebee’s), Brinker International, and PepsiCo/Frito-Lay North America, where she led major brand growth initiatives; she holds a BBA (Dallas Baptist University, magna cum laude), Harvard Business School AMP, and an MS in Digital Marketing & Analytics (Wake Forest) . All directors other than the CEO and Chairman are independent under BHR’s governance framework; the Audit Committee members (including Odino-Johnson) meet heightened independence standards and are financially literate under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Heart Association | National SVP, Direct Marketing & Donor Experience | Apr 2018–present | Senior leadership in donor experience |
| Main Event Entertainment, LP | Chief Marketing & Sales Officer | Dec 2015–Mar 2018 | Commercial leadership |
| Bob Evans Farms | Chief Marketing & Culinary Officer | Dec 2013–Oct 2015 | Product and brand stewardship |
| Dine Brands Global, Inc. | SVP & Chief Marketing & Culinary Officer | Nov 2008–Jul 2013 | Led Applebee’s marketing |
| Brinker International, Inc. | EVP/SVP/Chief Marketing & Global Branding Officer | Jan 2004–Feb 2008 | Global branding oversight |
| PepsiCo, Inc. / Frito-Lay North America | Various senior marketing roles; GM/VP Marketing | ~16 years; led Doritos & Cheetos unit | Grew Cheetos $500M→$1B; launched Baked Lay’s ($250M first-year sales) |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Alex Lee Family of Companies | Board of Directors | Feb 2016 | Director; non-public company |
| Data Axie | Advisory Board | Jul 2020 | Advisory role |
| North Texas Food Bank | Advisory Board | Oct 2023 | Advisory role |
| PepsiCo Latino/Hispanic Advisory Board | Member (prior) | — | Prior service |
| NACD | Member | — | Governance credential |
| Other U.S. Public Company Boards | — | — | None listed for Odino-Johnson |
Board Governance
- Committee assignments: Audit Committee member; Related Party Transactions (RPT) Committee chair .
- Audit Committee composition: Rebecca Musser (chair), Rebeca Odino-Johnson, Candace Evans; all independent and financially literate; Musser is designated the audit committee financial expert .
- RPT Committee responsibilities: reviews and can deny or recommend approval of transactions involving related parties (officers, directors, Ashford Inc., Ashford Trust, affiliates); reports to independent directors; met four times in 2024 .
- Independence and structure: All committees are composed entirely of independent directors; board has separate Chair/CEO and an empowered Lead Director (Stefani D. Carter) .
- Meetings and attendance: In 2024, the Board held 4 regular, 9 special meetings, and 4 executive sessions; all incumbent directors standing for re-election attended at least 75% of Board/committee meetings during their service period in 2024; all directors attended the 2024 annual meeting except Jay Shah (prior commitment) .
- Audit Committee activities: recommended inclusion of 2024 audited financials in the 2024 Form 10-K after discussions with BDO USA, P.C.; BDO fees: $685,000 in 2024 vs $864,000 in 2023; board recommends ratifying BDO for FY2025 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual base cash retainer (non-executive director) | $55,000 | Excludes Chairman |
| Meeting fees (in person, non-chair) | $2,000 per meeting | Board or committee |
| Meeting fees (committee chair) | $3,000 per meeting | Per committee session |
| Meeting fees (teleconference) | $500 per meeting | Board or committee |
| Audit Committee Chair | $25,000 annual | If chair |
| Audit Committee Member (non-chair) | $5,000 annual | Member stipend |
| Compensation Committee Chair | $15,000 annual | Chair stipend |
| Nominating & Corporate Governance Chair | $10,000 annual | Chair stipend |
| Related Party Transactions Chair | $15,000 annual | Chair stipend |
| RPT Member (non-chair) | $10,000 annual | Member stipend |
| 2024 actual—Rebeca Odino-Johnson (cash) | $112,500 | Fees earned/paid in cash |
| 2024 actual—Rebeca Odino-Johnson (LTIP/stock) | $42,089 | Fair value at grant date |
| 2024 total—Rebeca Odino-Johnson | $154,589 | Sum of cash + equity |
| 2025 additional cash in lieu of equity | $29,044 | Plan terminated 5/12/25; cash paid 5/22/25 equal to 14,925 shares VWAP-based |
Performance Compensation
| Element | Design | Size/Value | Vesting | Instrument | Notes |
|---|---|---|---|---|---|
| Annual director equity grant (2018–2020) | Fixed shares per 3-year cycle | 5,700 shares/units (~$60,000 in 2018) | Fully vested immediately | Common stock or LTIP units | Grant resets by cycle |
| Annual director equity grant (2021 reset) | Fixed shares per cycle | 11,194 shares/units (~$78,500 in 2021) | Fully vested immediately | Common stock or LTIP units | Reset in 2021 |
| Annual director equity grant (2022 update) | Fixed shares per cycle | 14,925 shares/units (~$80,000 in 2022) | Fully vested immediately | Common stock or LTIP units | Applied for remainder of 2021–2023; maintained in May 2024 |
| 2024 equity grant—Odino-Johnson | Fair value at grant | $42,089 | Fully vested immediately | Stock (unless LTIP election) | Director-level equity |
| 2025 cash in lieu of equity | VWAP equivalent to shares | $29,044 | N/A | Cash | 2013 plan terminated; cash substituted |
No performance metrics (TSR/EBITDA/etc.) apply to non-executive director compensation; director equity grants vest immediately and are not performance-conditioned .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current U.S. public company boards | None listed for Odino-Johnson |
| Compensation Committee interlocks | None; Odino-Johnson served on BHR’s Compensation Committee in 2024 and remained independent; no related party transactions requiring disclosure for committee members |
Expertise & Qualifications
- Marketing/operator with multibrand restaurant and CPG leadership, including growth of Cheetos from $500M to $1B and launching Baked Lay’s ($250M first-year sales) at Frito-Lay North America .
- Governance credentials (NACD), board/advisory roles across private/non-profit organizations .
- Education: BBA Marketing & Finance (Dallas Baptist, magna cum laude); Harvard Business School AMP; MS Digital Marketing & Analytics (Wake Forest) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Rebeca Odino-Johnson | 44,775 | <1% | Includes OP/LTIP units achieving parity as of 10/20/2025; excludes unvested or non-parity units; preferred holdings none disclosed |
| Director ownership guidelines | 3× annual Board retainer required; grace period up to 4 years for new directors; sale restrictions until compliance | ||
| Compliance status (as of 12/31/2024) | Met or within grace period (all directors) | — | Company-wide statement |
| Hedging/pledging policy | Prohibited for directors/executives | — | Governance framework |
Governance Assessment
- Independence and oversight strength: Odino-Johnson is independent and chairs BHR’s RPT Committee, a critical safeguard given the advisor/related party structures (Ashford Inc., Ashford Trust); the committee can deny or recommend approval of related-party transactions and reports to independent directors, supporting investor confidence in conflict management .
- Financial oversight: As Audit Committee member, she participated in recommending inclusion of 2024 audited financials and auditor oversight (BDO fees $685k in 2024); Audit Committee independence standards are met, with a designated financial expert (Musser) on the committee .
- Engagement and attendance: Board and committee activity was robust in 2024 (4 regular, 9 special, 4 executive sessions); all incumbents, including Odino-Johnson, attended at least 75% of meetings and attended the annual meeting (with one exception not involving her), indicating adequate engagement .
- Alignment and pay: Director compensation blends cash retainers/chair fees with equity grants that are fully vested; 2025’s shift to cash ($29,044) was driven by plan termination rather than policy shift, but it modestly reduces equity alignment optics; her 2024 total was $154,589 (cash $112,500; equity $42,089) .
- Ownership and policy controls: She holds 44,775 shares (<1%), with stock ownership guidelines (3× retainer) and prohibitions on hedging/pledging; as of 12/31/2024, directors met or were within compliance grace periods, supporting alignment .
- Interlocks/conflicts: No public company board interlocks disclosed for Odino-Johnson; Compensation Committee interlocks were explicitly negated, and no related party relationships requiring disclosure were noted for committee members, reducing conflict risk .
Note: We attempted to fetch Form 4 insider transactions for “Rebeca Odino-Johnson” (BHR) using the insider-trades skill (Form 4 data) but encountered an authorization error; we will re-run when access is restored to evaluate recent transactions and option/RSU positions. [Insider-trades tool attempt log]