Rebecca Musser
About Rebecca Musser
Rebecca Musser, age 44, has served on Braemar Hotels & Resorts Inc. (BHR) Board since December 30, 2024. She is independent under NYSE standards and the company’s guidelines, chairs the Audit Committee, and is designated an “audit committee financial expert.” She holds a B.S. in Accounting from Southwestern Oklahoma State University and an MBA from West Texas A&M University, and is a licensed Certified Internal Auditor. Her background includes internal audit formation at Tyler Technologies, internal audit at Dean Foods, Controller at Paul Quinn College, and extensive accounting consulting for Sixth Street Partners, MUFG, and A. H. Belo.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyler Technologies | Internal Audit (helped form first internal audit department post-SOX) | Not disclosed | Established internal audit program; SOX compliance |
| Dean Foods | Internal Audit | Not disclosed | Nationwide audit collaboration with external auditors |
| Paul Quinn College | Controller | Not disclosed | Oversaw financial/compliance audits; supported accreditation |
| A. H. Belo | Accounting consultant (2015 engagement on 2014 10-K) | 2015 | Prepared/reviewed 10-K; ensured reporting consistency |
| Sixth Street Partners | Accounting consultant (complex accounting projects) | Last 8 years (relative) | Assisted management and fund companies on complex accounting |
| MUFG (real estate PE fund admin) | Interim Controller | Last 8 years (relative) | Interim controllership; fund admin accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wheeler Real Estate Investment Trust (NASDAQ: WHLR) | Independent Director | Nominated Aug 2024; current | Audit Committee member |
Board Governance
- Committee assignments: Musser chairs Audit; Audit members are Musser (Chair), Rebeca Odino-Johnson, and Candace Evans; all audit members are independent under heightened standards. Audit Committee met five times in 2024.
- Independence: The Board determined Musser is independent since appointment (Dec 30, 2024) and that each current Audit and Compensation Committee member is independent under heightened standards.
- Board structure and practices: Separate Chair/CEO; Lead Independent Director is Stefani D. Carter (L). Prohibitions on hedging/pledging; majority vote standard; proxy access; robust annual board/committee self-evaluations.
- Attendance: In 2024 the Board held 4 regular meetings, 4 executive sessions of non-management directors, and 9 special meetings; all incumbent directors standing for re‑election attended at least 75% of Board and committee meetings on which they served.
Committee Memberships and 2024 Meeting Counts
| Committee | 2024 Meetings | Current Membership | Notes |
|---|---|---|---|
| Audit | 5 | Rebecca Musser (Chair); Rebeca Odino‑Johnson; Candace Evans | All members independent; Musser is audit committee financial expert |
| Compensation | 3 | Matthew D. Rinaldi (Chair) | Committee uses independent consultant Gressle & McGinley |
| Nominating & Corporate Governance | 4 | Stefani D. Carter (Chair); Candace Evans; Kellie Sirna | All members independent |
| Related Party Transactions | 4 | Rebeca Odino‑Johnson (Chair); Stefani D. Carter; Matthew D. Rinaldi | Reviews/approves related‑party transactions |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer (non‑executive directors) | $55,000 | Standard for all non‑executive directors except Chairman |
| Audit Committee Chair annual retainer | $25,000 | Applicable to Musser as Audit Chair |
| Audit Committee Member annual retainer (non‑chair) | $5,000 | Not applicable to Musser (chair) |
| Lead Director annual retainer | $25,000 | Lead Director: S. D. Carter |
| Compensation Chair annual retainer | $15,000 | Committee chair only |
| Nominating & Governance Chair annual retainer | $10,000 | Committee chair only |
| Related Party Transactions Chair annual retainer | $15,000 | Committee chair only |
| Related Party Transactions Member annual retainer | $10,000 | Non‑chair member |
| Meeting fees (in‑person, non‑chair) | $2,000 per meeting | Board or committee meetings |
| Meeting fees (as committee chair) | $3,000 per meeting | Committee meetings chaired |
| Meeting fees (teleconference) | $500 per meeting | Board or committee meetings |
Director‑level 2024 actual cash received by Musser: $0; appointment occurred Dec 30, 2024.
Performance Compensation
| Component | Amount/Structure | Grant Mechanics | Notes |
|---|---|---|---|
| 2024 LTIP/Stock Awards (Musser) | $17,628 (fair value) | Fully vested shares or LTIP units; most directors can elect common stock or LTIP units | Footnote indicates some directors elected LTIP units; remaining directors elected common stock (Musser among remaining) |
| Annual equity grant policy (2018–2020 cycle) | 5,700 shares/units per year; ~$60,000 value in 2018 | Fully vested immediately | Policy sets fixed grant size per cycle |
| Reset (2021–2023 cycle) | 11,194 shares/units; ~$78,500 value (2021); later reset to 14,925 shares/units; ~$80,000 (2022) | Fully vested immediately | Board maintained 14,925 in May 2024 |
| 2025 equity plan termination | 2013 Equity Incentive Plan terminated May 12, 2025; Board paid $29,044 cash in lieu of 2025 equity (equivalent to 14,925 shares based on 20‑day VWAP ending May 13, 2025) | Cash paid May 22, 2025 | Applies to non‑executive directors |
- Performance metrics tied to director compensation: None disclosed; director grants are time‑based and fully vested immediately, not performance conditioned.
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential Conflict/Interlock Assessment |
|---|---|---|---|---|
| Wheeler Real Estate Investment Trust (WHLR) | Retail REIT | Independent Director | Audit Committee | No direct competitive/transactional interlock with BHR’s lodging REIT business disclosed |
Expertise & Qualifications
- Licensed Certified Internal Auditor; designated “audit committee financial expert.”
- 20 years of accounting/internal audit experience across technology, consumer, education, private equity/fund administration; formed Tyler Technologies’ internal audit function post‑SOX.
- MBA (West Texas A&M University); B.S. Accounting (Southwestern Oklahoma State University).
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Rebecca Musser | 5,561 | <1% | Ownership figures include OP units/LTIPs that have achieved parity; excludes unvested/new LTIPs and PSUs |
- Stock ownership guidelines: Directors must hold common stock valued at >3x annual Board retainer; new directors have four years to comply; as of Dec 31, 2024, each director met guidelines or was within the grace period.
- Hedging/pledging prohibitions and comprehensive insider trading policy in place.
- Section 16 compliance: Company noted only one late filing in 2024 (Abteen Vaziri; since resigned); no late filings indicated for Musser.
Governance Assessment
-
Strengths
- Independence and oversight: Musser is independent, audit‑committee qualified under heightened standards, and chairs Audit during a period of related‑party complexity; Audit Committee recommended inclusion of 2024 audited financials in the 10‑K. These are positive signals of board effectiveness.
- Financial acuity: CIA credential and “financial expert” designation support rigorous audit oversight.
- Ownership alignment framework: Director ownership guidelines, equity award retention, and anti‑hedging/pledging policies bolster alignment.
-
Watch items / RED FLAGS
- Related‑party exposure: Extensive ongoing arrangements with Ashford Inc. and affiliates (cash management, insurance via Warwick, preferred vendor MSAs), though these are funneled through the Related Party Transactions Committee and require independent director approval. Continued vigilance from Audit and RPT committees is essential.
- Say‑on‑pay sentiment: 2024 advisory vote approval at ~73% for 2023 compensation suggests shareholder concerns around pay practices; board (and Compensation Committee) noted consideration of this feedback.
- Low personal ownership: Musser’s current beneficial ownership is modest (5,561 shares, <1%); guideline compliance operates over a four‑year window for new directors. Monitoring progression toward guideline is prudent.
-
Engagement signals
- Board/committee cadence: 2024 Board activity included 4 regular meetings, 9 special meetings, and 4 executive sessions; all incumbents standing for re‑election met 75% attendance thresholds.
- Committee leadership: As Audit Chair, Musser has direct responsibility for auditor oversight, risk assessment (including cybersecurity), and internal controls; she signed the Audit Committee’s 2024 report.
Fixed Compensation (Director-Level 2024 Actuals)
| Name | Fees Earned or Paid in Cash (2024) | LTIP/Stock Awards (2024 fair value) | All Other Compensation (2024) | Total (2024) |
|---|---|---|---|---|
| Rebecca Musser | $0 | $17,628 | $0 | $17,628 |
Performance Compensation (Structure Overview)
| Element | Grant Size Policy | Vesting | 2025 Interim Approach |
|---|---|---|---|
| Annual equity award | Fixed shares/units per cycle: 5,700 (2018–2020), reset to 11,194 (2021), reset to 14,925 (2022 onward), maintained in May 2024 | Fully vested immediately | $29,044 cash in lieu of equity after plan termination (May 12, 2025); paid May 22, 2025 |
No director performance metrics (TSR/EBITDA/etc.) are tied to director grants; awards are time-based and fully vested.
Other Directorships & Interlocks
| Director | Other U.S. Public Company Boards | Notes |
|---|---|---|
| Rebecca Musser | Wheeler Real Estate Investment Trust, Inc. | Serves on WHLR’s Audit Committee |
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Musser) | 5,561 |
| Percent of class | <1% |
| Guideline status | Board disclosed all directors met or were within grace period as of Dec 31, 2024 |
| Hedging/pledging | Prohibited |
Governance Assessment
- Musser enhances board audit oversight through genuine financial expertise and independence—material for investor confidence given BHR’s external advisory structure and multiple related‑party arrangements.
- Director compensation at BHR blends modest cash retainers with fully vested equity or cash in lieu post‑plan termination; for Musser, 2024 cash was $0 due to late‑year appointment, with $17,628 equity value recognized. This indicates alignment mechanisms are in place, but ongoing ownership accumulation should be monitored.
- Overall, Musser’s profile and committee leadership are positives; key monitoring areas are execution quality around related‑party governance, responsiveness to shareholder feedback on compensation, and progression toward stock ownership guidelines.