Ethel Isaacs Williams
About Ethel Isaacs Williams
Independent trustee of Chatham Lodging Trust since August 2021; age 62; tenure approximately 4 years as of the 2025 proxy. She holds a B.S. in Business Administration from George Washington University and a J.D. from Nova Southeastern University. Background spans senior public affairs/community engagement (Kaufman Lynn Construction), corporate engagement and D&I (NextEra Energy), and legal practice (founder of Isaacs Williams law firm), informing her governance focus on employment, environmental, and inclusion issues; she serves on the Nominating & Corporate Governance Committee and the ESG Committee and is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaufman Lynn Construction | Senior Vice President (public affairs & community engagement) | Sep 2017 – Mar 2020 | Led public affairs/community engagement initiatives |
| NextEra Energy | Director, Corporate Engagement, Diversity & Inclusion | 2010 – 2017 | Developed strategies and initiatives for employee engagement and D&I |
| Isaacs Williams (law firm) | Founder (real estate, probate, land use, government relations) | Founded 2004 | Legal and regulatory expertise relevant to governance and real estate |
| IBM; Wang Laboratories; AT&T Wireless | Various roles | Prior to 2004 | Corporate/technology operating experience |
External Roles
| Company | Exchange | Role | Committees/Notes |
|---|---|---|---|
| None (0 other public company boards as of 2025 proxy) | — | — | Board snapshot: Williams has 0 other public boards |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 2 | Standard chartered oversight of governance; all committee members independent |
| ESG | Member | 2 | ESG Committee includes CEO Fisher (Chair) and two non-trustee executives; only independent trustees earn committee compensation |
- Independence: Board has determined Williams is independent under NYSE categorical standards .
- Attendance: All trustees attended the 2024 annual meeting; no trustee attended less than 75% of Board/committee meetings in 2024 .
- Lead independent director: Following the 2025 annual meeting, Mary Beth Higgins serves as lead independent trustee (Perlmutter retiring) .
- Executive sessions: Regular executive sessions of independent trustees are held .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Standard director fee structure (cash portion) | $50,000 cash portion of annual retainer | $55,000 cash portion of annual retainer |
| Standard director fee structure (equity portion) | $70,000 in common shares | $80,000 in common shares |
| Committee non-chair fees applicable to Williams | Nominating & Gov: $5,000; ESG: $5,000 | Nominating & Gov: $6,250; ESG: $6,250 |
| Fees earned or paid in cash (actual) | $60,000 | $67,500 |
| Share awards (grant-date value) | $70,000 | $80,000 |
| Shares granted for equity component | 6,504 shares granted Jan 2024 | 8,754 shares granted Jan 2025 |
| Total director compensation (actual) | $130,000 | $147,500 |
| Grant mechanism/timing | Common shares granted in January following service year | Common shares granted in January following service year |
Committee fee schedule detail (non-chair): Audit $8,750; Compensation $6,250; Nominating & Corporate Governance $6,250; ESG $6,250 (2024 structure) .
Performance Compensation
| Performance-Linked Element | Detail |
|---|---|
| Performance metrics tied to director compensation | None disclosed for independent trustees; director pay comprised of cash and common share grants (no performance-vested director equity) |
| Options/option-like awards for directors | Company states it does not grant stock options or similar option-like awards as part of its compensation program |
| Clawbacks/hedging/pledging | Company maintains a clawback policy; prohibitions on pledging/hedging apply to officers and trustees |
Implication: Director compensation is largely fixed retainer plus time-based equity, improving alignment via share ownership but without performance conditions in the director program .
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public company boards (Williams) | None (0) |
| Compensation Committee interlocks | Proxy discloses no interlocks for trustees serving on the Compensation Committee; Williams is not a member of this committee |
| Board service limits | No member serves on more than one other public company board; CEO serves on no other public company boards |
Expertise & Qualifications
- Legal training and practice; founder of a law firm focused on real estate, probate, land use, and government relations .
- Corporate engagement and diversity & inclusion leadership experience at a major clean energy company (NextEra Energy) .
- Public affairs/community engagement leadership in construction sector (Kaufman Lynn Construction) .
- Board skillset recognized for environmental, employment, and D&I expertise; nominated to Nominating & Corporate Governance and ESG Committees on that basis .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 25,463 common shares; less than 1% of outstanding shares |
| Pledged shares | None; “No shares beneficially owned by any trustee or executive officer have been pledged as security.” |
| Ownership guidelines (trustees) | Minimum of 4x the annual retainer within 5 years of initial election/appointment; increased from 3x to 4x in 2023 |
| Compliance status | Company states all executive officers and trustees met share ownership requirements at filing |
Insider transactions (recent):
| Date | Type | Shares | Notes |
|---|---|---|---|
| Jan 15, 2025 | Stock award (director retainer) | 8,754 | Grant as the equity component of 2024 board compensation; reflected in Form 4 and proxy share award disclosures |
Governance Assessment
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Positives/Strengths
- Independence, committee service on governance-critical functions (Nominating & Corporate Governance; ESG) .
- High shareholder support for executive pay (Say-on-Pay ~98% in 2024 and ~96% in 2023), signaling broader investor confidence in governance and pay practices .
- Ownership alignment: common-share retainer, 25,463 shares owned, and policy requiring 4x retainer ownership; no pledging/hedging allowed; company reports full compliance with ownership guidelines .
- Attendance: Board reports no trustee fell below 75% meeting attendance; all attended the 2024 annual meeting .
-
Watch Items/Red Flags
- Related-party exposure: All wholly owned hotels are managed by Island Hospitality Management (IHM), majority-owned/controlled by CEO Jeffrey Fisher; ~$10.7m paid in 2024 management/related fees plus ~$170k incentive fees, creating inherent conflicts (renewals, enforcement, contracts, buy/sell decisions) . Mitigants include an independent-trustee-approved conflicts policy with required disclosure and ongoing Audit Committee oversight of related party risks at quarterly meetings .
- ESG Committee composition: Includes the CEO (Chair) and two executives (non-trustee), reducing full committee independence; Williams serves as an independent member, but investors may scrutinize independent oversight given management presence .
-
Compensation structure observations (director):
- Year-over-year change: Standard independent trustee fees increased from $120,000 (2023) to $135,000 (2024), with committee non-chair fees also rising (e.g., Nominating & Gov and ESG from $5,000 to $6,250). Williams’ total rose from $130,000 (2023) to $147,500 (2024), driven by higher retainer and committee fee rates and a larger equity component .
- Mix: Cash plus time-based share grants; no director options; share grants align interests without added risk-taking incentives .
-
Engagement: Regular executive sessions of independent trustees; Board-level shareholder outreach and governance emphasis highlighted in proxy .
Overall: Williams presents as an independent, governance- and ESG-focused trustee with legal and D&I credentials, adequate ownership alignment, and solid attendance. The primary governance risk for investors remains the CEO-controlled IHM related-party structure; board policies and Audit Committee oversight partially mitigate this, but continued vigilance is warranted. Her presence on Nominating & Governance and ESG positions her to influence controls and disclosure around these areas .