Stefani Carter
About Stefani Carter
Stefani D. Carter (age 47) is Braemar’s Lead Independent Director, serving on the Board since November 2013; she chairs the Nominating & Corporate Governance Committee and sits on the Related Party Transactions Committee. She holds a JD from Harvard Law School, an MPP from Harvard Kennedy School, and dual bachelor’s degrees (BA Government; BJ News/Public Affairs) from the University of Texas at Austin. Her core credentials are legal practice (civil litigation, contractual disputes), public service (Texas House of Representatives), and governance experience at multiple public companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stefani Carter & Associates, LLC | Principal; consulting and legal services | Founded 2011; ongoing | Legal advisory; small business counsel |
| Stable Realty, LLC | Principal; real estate investments | Ongoing | Investment oversight |
| Ferguson Braswell Fraser Kubasta PC (FBFK) | Litigation Shareholder | Oct 2020–Feb 2023 | Civil litigation leadership |
| Estes Thorne & Carr PLLC | Senior Counsel | Three years (prior to FBFK) | Litigation advisory |
| Texas House of Representatives (District 102) | Elected Representative | 2011–2015 | Legislative experience, public policy |
| Sayles Werbner, PC | Associate Attorney | 2008–2011 | Trial practice |
| Collin County District Attorney’s Office | Prosecutor | 2007–2008 | Criminal prosecution |
| Vinson & Elkins LLP | Associate Attorney | 2005–2007 | Complex litigation practice |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wheeler Real Estate Investment Trust (WHLR) | Board Chair and Director | Current | Board leadership; REIT governance |
| Axos Bank | Director | Current | Banking oversight; committee roles not disclosed in BHR proxy |
| Axos Financial, Inc. (AX) | Director | Current | Holding company governance |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent; Lead Independent Director (all directors except Chairman and CEO are independent) |
| Committee assignments | Nominating & Corporate Governance (Chair); Related Party Transactions (Member) |
| Committee meeting counts (2024) | NCG: 4 meetings; RPT: 4 meetings |
| Lead Director duties | Presides over executive sessions; approves Board information, agendas, and schedules; liaison between Chair and independent directors; available to major stockholders |
| Audit/Compensation committee structure | All committee members independent; Compensation Committee chaired by Matthew D. Rinaldi (3 meetings in 2024) |
| Annual meeting attendance | All directors as of the 2024 annual meeting attended, except Mr. Shah; Ms. Carter attended |
| Conflict oversight | RPT Committee reviews/approves related party transactions before majority-independent director approval; strong conflict policies involving Ashford entities |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual base cash retainer | $55,000 | Standard for non-executive directors (excl. Chairman) |
| Lead Director annual retainer | $25,000 | Additional cash retainer |
| NCG Chair annual retainer | $10,000 | Additional cash retainer |
| RPT Member annual retainer | $10,000 | Additional cash retainer |
| Meeting fees | $2,000 per in-person Board/committee meeting (non-chair); $3,000 per committee meeting as chair; $500 via teleconference | Applies to all non-executive directors |
| FY2024 actual cash paid | $198,355 | Fees earned/paid in cash (Ms. Carter) |
Performance Compensation
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Annual equity grant size (shares/units) | 5,700 | 5,700 | 5,700 | 11,194 | 14,925 (reset) | 14,925 | 14,925 (maintained) | Plan terminated May 12; cash in lieu $29,044 paid May 22 (equivalent to 14,925 shares VWAP) |
| Form of award | Fully vested common stock or LTIP units (director election) | Fully vested common stock or LTIP units | Fully vested common stock or LTIP units | Fully vested common stock or LTIP units | Fully vested common stock or LTIP units | Fully vested common stock or LTIP units | Fully vested common stock or LTIP units | Cash in lieu of equity due to plan termination |
| FY2024 equity value (Ms. Carter) | — | — | — | — | — | — | $42,089 | — |
| Performance metrics tied to director pay | None disclosed for non‑executive directors | |||||||
| All FY2024 values are per Director Compensation disclosure; Ms. Carter elected LTIP units for her equity award. |
Other Directorships & Interlocks
| Company | Relationship to BHR | Potential Interlock/Conflict Commentary |
|---|---|---|
| Wheeler Real Estate Investment Trust (WHLR) | Unrelated external REIT | No specific BHR-related transactions disclosed in retrieved proxy excerpts |
| Axos Bank; Axos Financial, Inc. (AX) | Unrelated external bank/holding company | No specific BHR-related transactions disclosed in retrieved proxy excerpts |
Expertise & Qualifications
- Legal expertise in civil litigation and contractual disputes; principal of consulting/legal services firm; prior senior roles at multiple law firms.
- Public policy experience as elected Texas House Representative (2011–2015).
- Advanced education: JD (Harvard Law), MPP (Harvard Kennedy School), BA and BJ (UT Austin).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 100,835 shares/OP units (includes LTIP units that achieved parity; excludes unvested awards) |
| Percent of class | “*” (less than 1%) |
| Ownership guidelines (directors) | Must hold >3x annual Board cash retainer; compliance required within 4 years |
| Compliance status (as of 12/31/2024) | Each director met guidelines or was within grace period |
| Hedging/pledging policy | Prohibitions on hedging and pledging transactions for directors and executives |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (FY2024) | Company reports timely filings for officers/directors except one late report by Mr. Vaziri; no late filings noted for Ms. Carter |
Governance Assessment
- Independence and leadership: Ms. Carter is the Lead Independent Director, chairs NCG, and serves on RPT—positions that strengthen oversight of board composition and related-party matters.
- Attendance/engagement: She attended the 2024 annual meeting; NCG and RPT each met four times in 2024, indicating active committee activity.
- Pay and alignment: Her FY2024 compensation was predominantly cash due to retainers and meeting fees ($198,355 cash; $42,089 equity), with equity elections via LTIP units; 2025 plan termination led to cash in lieu of equity ($29,044), modestly weakening ongoing equity linkage absent market grants.
- Ownership/controls: Beneficial ownership of 100,835 shares/units; directors meet ownership guidelines or are within grace period; hedging/pledging prohibited—positive alignment and risk controls.
- Conflicts oversight: Given BHR’s advisor relationships (Ashford Inc., Ashford Trust, affiliates), structural conflicts exist; RPT Committee (with Ms. Carter as member) reviews and can deny or recommend transactions; independent-majority board and conflict policies mitigate risks.
- Compensation committee practices: Independent membership; use of independent consultant (Gressle & McGinley) with affirmatively reviewed independence—supports pay governance.
RED FLAGS to monitor: Company-level related-party environment with Ashford entities requires vigilant RPT Committee oversight; 2025 substitution of cash for director equity awards after plan termination may reduce long-term ownership alignment if not replaced by new equity plan.