Mary Beth Higgins
About Mary Beth Higgins
Mary Beth Higgins (age 67) has served as an independent trustee of Chatham Lodging Trust (CLDT) since December 2018. She retired as CEO of Affinity Gaming in December 2022 and continued as a consultant until September 2023; previously she was CFO/COO at Affinity, CFO of VICI Properties (2017–2018), and CFO of Caesars Entertainment Operating Company (2014–2017). She holds a B.S. from USC and an MBA from Memphis State University; the Board has appointed her to become Lead Independent Trustee and Chair of the Compensation Committee following the May 6, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affinity Gaming Inc. | Chief Executive Officer | Retired Dec 2022; consultant until Sep 2023 | Led multi-jurisdictional casino operations; oversaw accounting, finance, IR |
| Affinity Gaming Inc. | CFO/COO | 2018 | Financial and operational leadership |
| VICI Properties | Chief Financial Officer | 2017–2018 | REIT finance; spin-off execution from Caesars |
| Caesars Entertainment Operating Company | Chief Financial Officer | 2014–2017 | Corporate finance leadership |
| Global Cash Access; Herbst Gaming; Camco | Chief Financial Officer | Prior 17 years | Multiple CFO posts in gaming/financial services |
External Roles
| Organization | Role | Public/Private | Status/Notes |
|---|---|---|---|
| Gaming and Hospitality Acquisition Corp (NASDAQ: GHACU) | CEO and non-independent director | Public (SPAC) | Went public Feb 2021; she is noted as retired from these roles |
| Other public company board(s) | Director | Public | The Board snapshot counts 1 other public board for Higgins; name not specified in proxy |
Board Governance
- Independence: Board determined Higgins is independent under NYSE categorical standards .
- Committee assignments and leadership:
- As of the 2025 annual meeting: Audit Committee member; Compensation Committee Chair; also serves as Lead Independent Trustee per the committee roster and appointment language .
- Audit Committee met 4x in 2024; Compensation 4x; Nominating & Corporate Governance 2x; ESG 2x .
- Attendance: Board met 4x in 2024; all trustees attended ≥75% of Board and committee meetings .
- Executive sessions and governance: Regular executive sessions of independent trustees; clawback policy aligned to SEC Rule 10D-1; anti-hedging/anti-pledging policies; say‑on‑pay approval ~98% in 2024 .
Fixed Compensation
| 2024 Director Compensation Structure | Amount | Notes |
|---|---|---|
| Annual independent trustee fee | $135,000 | Paid $55,000 cash + $80,000 in common shares by default; trustees can elect more equity |
| Lead Independent Trustee additional cash fee | $20,000 | Paid to lead independent trustee |
| Committee Chair additional cash fees | $17,500 (Audit); $12,500 (Comp); $10,000 (Nominating) | 2024 rates |
| Committee Member additional cash fees | $8,750 (Audit); $6,250 (Comp/NCG/ESG) | 2024 rates |
| Higgins – 2024 Actual Director Compensation | Cash | Share Awards | Total |
|---|---|---|---|
| Mary Beth Higgins | $70,000 | $80,000 | $150,000 |
| 2025 Share Grants to Independent Trustees (for 2024 service) | Shares | Grant Value |
|---|---|---|
| Standard common share grant (each independent trustee) | 8,754 | $80,000 (value based on average closing prices in last 10 trading days of 2024) |
Performance Compensation
- CLDT does not grant performance-conditioned equity to directors; equity for independent trustees is time-based common shares as part of retainer structure .
- For context on Higgins’ Compensation Committee oversight: the 2024 NEO annual cash bonus scorecard metrics and weights were as follows, reflecting pay-for-performance design .
| 2024 Executive Annual Bonus Metrics (Committee Oversight) | Weight | Threshold | Target | Maximum | Actual/Calculated |
|---|---|---|---|---|---|
| Room Revenue ($mm) | 20% | $285.70 | $289.60 | $293.50 | $288.60 |
| Gross Operating Profit ($mm) | 20% | $127.70 | $131.70 | $135.70 | $133.60 |
| Adjusted FFO per Share | 20% | $0.93 | $1.01 | $1.08 | $1.09 |
| Discretionary (Company) | 20% | 1 | 3 | 5 | 2.5 (below target due to stock performance) |
| Individual Performance | 20% | 1 | 3 | 5 | 4.1–4.38 (per NEO) |
- Long-term incentive design for executives (LTIP units) includes 60% performance-based tied to relative TSR vs. lodging REIT peers with threshold/target/maximum at 25th/55th/80th percentiles and an absolute TSR negative modifier; grants approved for 2024 (granted 2025) used $8.08 share price as baseline .
Other Directorships & Interlocks
- Compensation Committee interlocks: none; no insider participation; no >$120,000 transactions with trustees serving on the committee .
- Other public boards: Higgins count is 1 per Board snapshot; company name not disclosed in proxy .
- GHACU SPAC affiliation: she previously served as CEO and non-independent director; retired from these roles .
Expertise & Qualifications
- Finance and REIT expertise; CEO/CFO track record in gaming and hospitality; Board determined service on Audit and Compensation Committees is appropriate given her financial acumen .
- Education: B.S. University of Southern California; MBA Memphis State University .
- Board skills matrix indicates broad experience across management/operations, real estate/REITs, risk management, sustainability/corporate responsibility; independent trustee cohort snapshot confirms diversity/tenure mix .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Mary Beth Higgins | 38,236 | <1% | No pledged shares; address: 222 Lakeview Ave, West Palm Beach, FL |
| Trustee Stock Ownership Guidelines | 4x annual cash retainer | — | All trustees met guidelines at filing; assessed annually |
Governance Assessment
- Strengths: Independent status; designated Lead Independent Trustee and Compensation Chair after May 6, 2025; strong attendance; robust pay-for-performance architecture under her committee’s remit (balanced scorecard and TSR-based LTIPs); high say‑on‑pay support (~98% in 2024); anti‑hedging/anti‑pledging and clawback policies; regular executive sessions .
- Alignment: Receives a mix of cash and equity; 2024 share award of $80,000 and total director compensation of $150,000; trustee ownership guidelines met; no pledging; beneficial ownership of 38,236 shares supports alignment albeit <1% of outstanding, consistent for non‑management trustees .
- Potential conflicts and mitigation: CLDT’s CEO is 100% owner of Island Hospitality Management (IHM), the manager of CLDT’s hotels, a structural related‑party risk; Audit Committee (including Higgins) reviews related‑party and information security risks and IHM performance each quarter; no Compensation Committee interlocks or transactions with Higgins; governance mitigants include lead independent role and independent committee oversight .
- Watch items: Transition to Higgins as Lead Independent/Comp Chair post‑annual meeting—monitor committee decisions on executive metrics (Room Revenue, GOP, AFFO/share) and TSR LTIP calibration; ensure continued robust disclosure and shareholder outreach on compensation design changes .