Rolf Ruhfus
About Rolf E. Ruhfus
Independent trustee of Chatham Lodging Trust since the IPO in April 2010, age 80, with 15 years of board tenure as of the 2025 annual meeting. Education: BS, Western Michigan University (1968); MBA, Wharton School (1971); PhD in Marketing, University of Münster (1974). Career foundation in extended-stay and limited-service lodging, with prior roles at Residence Inn, Summerfield, and hotel development/management through LodgeWorks; designated independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LodgeWorks Corporation | Chairman & CEO | Current | Owns Archer hotel brand; sold 20 hotels to Hyatt in 2011. |
| Wichita Consulting Company, L.P. | Chairman & CEO | Current | Consulting services company. |
| Summerfield Hotel Corporation | Chairman & CEO | 1988–1998 | Built upscale extended-stay chain; sold to Wyndham International (1998). |
| Residence Inn Company | President | Feb 1983–Jul 1987 | Company acquired by Marriott International (1987). |
| VARTA Battery | Director of Marketing | ~4 years prior to 1983 | Europe’s largest battery manufacturer (role in Dusseldorf). |
| McKinsey & Company (Dusseldorf) | Management Consultant | Prior to VARTA | Strategic consulting background. |
| Innkeepers (REIT) | Trustee | Jul 1997–Jun 2007 | Board service prior to Innkeepers’ sale in 2007. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various European companies | Board member | Current | Names not disclosed; member of international chapter of YPO. |
Board Governance
- Independence: Board determined Ruhfus is independent under NYSE categorical standards.
- Committee assignments (current): None. Not a member or chair of Audit, Compensation, Nominating & Corporate Governance, or ESG.
- Meeting attendance: Board met four times in 2024; all trustees attended ≥75% of Board/committee meetings.
- Annual meeting participation: All trustees attended the 2024 annual meeting (in person or telephonically).
- Years on CLDT board: 15 years (board tenure table).
- Lead Independent Director: Mary Beth Higgins to serve as lead independent trustee following the 2025 annual meeting.
- Executive sessions: Regular sessions of independent trustees are held.
Committee assignment snapshot for Ruhfus:
| Committee | Role |
|---|---|
| Audit | None |
| Compensation | None |
| Nominating & Corporate Governance | None |
| ESG | None |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Share Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 55,000 | 80,000 | 135,000 |
Notes:
- Independent trustee fee structure: $55,000 cash + $80,000 in common shares for 2024; additional chair/member fees apply only if serving on committees (none for Ruhfus).
- Common share grants were made in January 2025 for the share component; base award was 8,754 shares valued at $80,000 (average closing prices over last 10 trading days of 2024).
Performance Compensation (Director)
| Element | Disclosure |
|---|---|
| Performance-linked metrics for director pay | None specified in trustee compensation; director equity is an annual common share grant tied to retainer, not performance conditions. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 (per board snapshot). |
| Prior public company boards | Innkeepers Board of Trustees (1997–2007). |
| Shared directorships/interlocks (competitors/suppliers/customers) | None disclosed. |
Expertise & Qualifications
- Deep lodging experience: Extended-stay and limited-service segments aligned with CLDT strategy (Residence Inn, Summerfield, LodgeWorks/Archer).
- Senior leadership and operations: Multi-decade CEO/President experience in hospitality.
- Education credentials: MBA (Wharton), PhD (Marketing), BS (Western Michigan).
- Board service: Prior Innkeepers trustee; current boards in Europe (unspecified).
- Board skills matrix: Lodging, management/operations, real estate, REITs, risk management—all attributed competencies.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Pledged |
|---|---|---|---|
| Rolf E. Ruhfus | 58,583 | <1% | None pledged (footnote indicates no pledges by trustees/executives). |
Ownership alignment:
- Trustee stock ownership guidelines: Minimum 4x annual retainer; all non-management trustees met requirements as of filing.
- Hedging/pledging policy: Company prohibits hedging and pledging of CLDT securities.
Governance Assessment
-
Board effectiveness signals
- Independent status and consistent attendance support engagement and governance quality.
- Not assigned to any standing committees; reduces direct oversight involvement in Audit/Compensation/Nominating/ESG.
- Long tenure (15 years) provides industry continuity but may invite considerations on refreshment.
-
Compensation and alignment
- Director pay is balanced between cash and shares, with annual equity grants promoting alignment; no performance-linked director metrics disclosed.
- Ownership guidelines met and no stock pledging permitted; alignment reinforced.
-
Conflicts and related-party exposure
- No related-party transactions disclosed involving Ruhfus; the proxy’s related-party section centers on IHM (managed by CEO Fisher) and outlines fees, termination rights, and conflict-management policy (independent trustee approval, disclosure).
- RED FLAG context for CLDT: CEO-controlled IHM manages all hotels; the board maintains a formal conflicts policy requiring independent review/approval and disclosures. Investors should monitor enforcement, renewals, and performance thresholds.
-
Shareholder sentiment
- Robust Say-on-Pay support (~98% approval in 2024), indicating investor confidence in compensation governance framework.
-
Additional governance practices
- Policy prohibiting hedging/pledging; regular executive sessions; trustee resignation/majority voting policy; clawback policy aligned with SEC rules.
RED FLAGS and Monitoring Items:
- Not on committees: Consider whether Ruhfus’ deep lodging expertise could be leveraged via committee participation (Audit/Compensation/ESG) to strengthen oversight; current status is none.
- CEO-related party management (IHM): Continue monitoring the independent trustees’ approvals, fee levels, incentive caps, renewals, and termination rights as a governance safeguard.
- Tenure/age: At 80 with 15 years of service; investors may evaluate succession and refreshment balance relative to board skills needs.