David Grissen
About David Grissen
Independent trustee of Chatham Lodging Trust since August 2021; age 68. He retired in August 2021 after a 35-year career at Marriott International, culminating as Group President overseeing financial management and operations for 5,500+ hotels and ~160,000 associates across the Americas and global operations for certain brands/functions. Education: B.S. Business Administration (Michigan State University); Master’s in Finance (Loyola University Chicago). The Board cites his hotel industry expertise, financial acumen, and ESG experience as reasons for his service and committee assignments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | Group President (prior roles: Group President, The Americas; President, Americas; EVP Eastern Region; SVP Mid-Atlantic; SVP Finance & Business Development) | 1986 – Aug 2021 | Led financial/operational oversight of 5,500+ hotels and ~160,000 associates; owner/franchise relations, sales/marketing, revenue mgmt, HR, engineering, rooms, F&B, IT, development; responsible for Global Operations and Ritz-Carlton/Edition brands |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Southwest Airlines Co. (NYSE: LUV) | Director | Since Nov 1, 2024 | Audit; Compensation; Nominating & Corporate Governance |
| Regis Corporation | Director (resigned Oct 29, 2024) | – Oct 29, 2024 | Audit; Technology; Chair, Nominating & Corporate Governance |
| Greenwood Racing (private) | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: Board determined Mr. Grissen is independent under NYSE standards .
- Committee assignments (current/at the annual meeting): Member—Audit; ESG; Compensation (joins following 2025 annual meeting; Ms. Higgins becomes Compensation Chair) .
- Committee calendars (2024): Audit (4 meetings), Compensation (4), Nominating & Corporate Governance (2), ESG (2); all committees composed solely of independent trustees except ESG which includes two non-trustee executives in addition to independent trustees .
- Attendance: All trustees attended at least 75% of Board/committee meetings in 2024 .
- Lead Independent Director: Ms. Higgins to serve as Lead Independent Trustee after the 2025 annual meeting .
- Executive sessions: Regular executive sessions of independent trustees .
Fixed Compensation
| Director | Year | Cash Fees | Share Awards | Total |
|---|---|---|---|---|
| David Grissen | 2024 | $42,500 | $107,500 (11,763 shares granted Jan 2025 at grant-date value; elected a larger equity mix) | $150,000 |
Director fee structure (2024):
- Independent trustee annual fee: $135,000, typically $55,000 cash + $80,000 in common shares; trustees may elect to receive more in shares .
- Additional fees: Lead Independent Trustee $20,000; Audit Chair $17,500; Compensation Chair $12,500; Nominating & Corporate Governance Chair $10,000 .
- Committee member fees: Audit $8,750; Compensation $6,250; Nominating & Corporate Governance $6,250; ESG $6,250 .
Performance Compensation
- Directors do not receive performance-conditioned compensation; the equity component for independent trustees is delivered as common shares as part of the annual retainer (grant made in January following the service year) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards | Southwest Airlines Co. (since Nov 1, 2024); Regis Corporation (through Oct 29, 2024) |
| Committee roles at other boards | Southwest: Audit, Compensation, Nominating & Corporate Governance; Regis: Audit, Technology, Chair of Nominating & Corporate Governance |
| Compensation committee interlocks | None: CLDT discloses no interlocks between its Compensation Committee and other entities’ executives/boards |
Expertise & Qualifications
- Deep lodging operations leadership (Marriott Group President) with full P&L and multi-function oversight experience across large portfolios .
- Financial acumen supporting Audit Committee membership and expected Compensation Committee service .
- ESG oversight experience (Marriott), supporting ESG Committee membership .
- Board skills matrix recognizes management/operations, REIT/real estate, capital markets and sustainability expertise across the Board; Mr. Grissen’s skill set aligns with these needs .
Equity Ownership
| Holder | Beneficial Ownership (Common Shares) | % of Class | Pledged? | Ownership Guidelines (Trustees) | Compliance |
|---|---|---|---|---|---|
| David Grissen | 31,472 | <1% | None pledged | 4x annual cash retainer for non-management trustees | All trustee ownership requirements met as of filing |
Governance Assessment
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Strengths
- Independent status, strong attendance, and service on key oversight committees (Audit; ESG; joining Compensation), supporting board effectiveness .
- Director compensation alignment: elected higher equity mix than default (signal of alignment); equity delivered in shares, not options .
- Robust governance framework: anti-hedging/anti-pledging, clawback compliant with SEC rules, stock ownership guidelines; Say-on-Pay support ~98% at 2024 annual meeting—positive pay governance signal .
- ESG oversight cadence (quarterly ESG Committee meetings) and transparent reporting .
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Risks and oversight focus
- Related-party exposure: All CLDT wholly owned hotels are managed by Island Hospitality Management (IHM), majority-owned by CLDT’s CEO; ~$10.7m in fees plus ~$170k incentive fees paid in 2024. This is a structural conflict requiring vigilant independent oversight; Board maintains a written conflicts policy requiring independent approval and disclosure. Audit Committee reviews related-party risks and IHM performance; Mr. Grissen’s Audit role is relevant here .
- Leadership structure: Combined Chair/CEO (Mr. Fisher) mitigated by Lead Independent Trustee and executive sessions; continued emphasis on independent committee leadership is advisable .
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RED FLAGS
- Related-party management agreements with CEO-controlled IHM (fees paid; renewal/termination terms) raise ongoing conflict-of-interest risk; continued strict application of conflicts policy and independent committee oversight is critical .
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Additional notes
- No shares pledged by Mr. Grissen; compliance with trustee ownership guidelines reported as met .
- No compensation committee interlocks disclosed involving CLDT executives/trustees .
- Regular executive sessions of independent trustees support board independence .