Edwin Brewer Jr.
About Edwin B. Brewer, Jr.
Independent trustee since January 2017 (tenure 8 years); age 62. Former PwC partner focused on REITs (1983–2007), CFO of Sedgwick Claims Management (2007–2012), EVP/CFO/Treasurer of Education Realty Trust (NYSE: EDR) (2014–2018), and Executive Director – US Student Housing at Greystar (through March 2019). CPA (inactive); B.S. in Commerce & Business Administration from the University of Alabama. The Board designates him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greystar Real Estate Partners | Executive Director – US Student Housing | Through Mar 2019 | Student housing operating/financial leadership |
| Education Realty Trust (NYSE: EDR) | EVP, CFO & Treasurer | Aug 2014–Sep 2018 | Public REIT CFO; REIT capital markets/financial reporting |
| Sedgwick Claims Management Services | EVP & CFO | 2007–2012 | Led reporting, taxes, treasury, audit; operations finance |
| PricewaterhouseCoopers (PwC) | Partner (REITs focus) | 1983–2007 | REIT audit/controls; financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | Other public boards: 0 |
Board Governance
- Independence: Determined independent by the Board (NYSE standards).
- Committee assignments (current): Chair, Audit Committee; Chair, Nominating & Corporate Governance Committee; designated “audit committee financial expert.”
- Committee activity (2024): Audit met 4x; Compensation 4x; Nominating & Corporate Governance 2x; ESG 2x.
- Attendance/engagement: Board met 4x; all trustees attended ≥75% of Board and committee meetings; trustees attended the 2024 annual meeting in person or telephonically.
- Board leadership/executive sessions: Lead Independent Trustee role (transitions to Ms. Higgins after 2025 AGM); regular executive sessions of independent trustees.
Fixed Compensation
Director fee structure (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (independent trustees) | $135,000 | Paid $55,000 cash + $80,000 in common shares by default; election to take all in shares permitted. |
| Chair fees | Audit Chair: $17,500; Compensation Chair: $12,500; Nominating & Corporate Governance Chair: $10,000; Lead Independent Trustee: $20,000 | Cash. |
| Committee member fees (non-chair) | Audit: $8,750; Compensation: $6,250; Nominating & Corporate Governance: $6,250; ESG: $6,250 | Cash; only non-chair members receive member fees. |
Edwin B. Brewer, Jr. – 2024 director compensation:
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $82,500 |
| Share awards (grant-date value) | $80,000 |
| Total | $162,500 |
Notes: In January 2025, independent trustees received the share component for 2024; 8,754 common shares were granted to each independent trustee at $80,000 value based on the 10-day average closing price at year-end 2024.
Performance Compensation
- No performance-based director compensation disclosed (no options, no performance-linked director equity; director equity is common share grants).
- Company best practices include no stock option grants, anti-hedging/pledging, and clawback policy (executive-focused).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (for Brewer) |
| Compensation committee interlocks (company disclosure) | Company disclosed no compensation committee interlocks; comp committee members were independent and not officers/employees. |
Expertise & Qualifications
- Audit/financial expertise; designated “audit committee financial expert.”
- Deep REIT and real estate finance experience (PwC REIT partner; public REIT CFO).
- Corporate governance leadership (Chair, Nominating & Corporate Governance Committee).
- Risk oversight experience via Audit Committee remit (financial reporting, liquidity, cybersecurity).
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Edwin B. Brewer, Jr. | 48,734 common shares | <1% | Held via Edwin Boyd Brewer, Jr. & Diana D. Brewer TRS FBO Billy & Diana Brewer Living Trust UA 11/01/2017; no shares pledged. |
| Trustee ownership guidelines | 4x annual cash retainer within 5 years | — | All executive and trustee ownership requirements met as of filing. |
| Hedging/pledging policy | Prohibits hedging and pledging | — | Governance highlight. |
Potential Conflicts or Related-Party Exposure
- Company-level related-party: All wholly owned hotels managed by Island Hospitality Management (IHM), majority-owned by CEO Jeffrey Fisher. 2024 payments: ~$10.7 million (management, accounting, revenue management) plus $170,205 incentive fees; base fee up to 3% of gross revenues; incentive fee capped at 1% of gross hotel revenues.
- Oversight/mitigants: Conflicts policy requires approval by a majority of independent trustees with prompt disclosure; Audit Committee and Board review related-party risks; performance-based termination rights for IHM; cost-sharing and insurance arrangements disclosed.
- Governance implication for Brewer: As independent Audit Chair and “financial expert,” Brewer is central to oversight/enforcement of related-party arrangements and financial controls.
Governance Assessment
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Positives supporting investor confidence:
- Independent trustee with significant REIT finance/audit credentials; Audit Chair and financial expert.
- Strong engagement: Board/committee meeting cadence and ≥75% attendance; structured committee oversight.
- Ownership alignment: Equity mix in director pay; trustee ownership guidelines met; hedging/pledging prohibited; no pledged shares.
- Shareholder-friendly practices: Regular executive sessions; clawback (executives); strong Say-on-Pay support (~98% in 2024).
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Key risk/RED FLAG (company-level, not Brewer-specific):
- Extensive related-party hotel management with IHM (CEO-controlled), creating ongoing conflict-of-interest risk around fees, renewals, and strategic decisions. Oversight mitigants include independent approval policy and Audit/Nom-Gov oversight, but structural risk persists.
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Bottom line: Brewer’s independence, audit expertise, and committee leadership strengthen board effectiveness and are well-positioned to mitigate the company’s principal governance risk (IHM related-party exposure). Continued transparency on IHM performance, fee levels, and enforcement of termination/renegotiation triggers will remain critical to investor confidence.