Douglas Bech
About Douglas Bech
Douglas Bech (age 79) is an independent director of Creative Media & Community Trust Corporation (CMCT) and has served on the board since March 2014. He is founder and chief executive officer of Raintree Resorts International (since 1997), and previously practiced securities and corporate finance law (1970–1997). Bech’s public company board experience spans technology and energy: he was a long‑time director at J2 Global/Ziff Davis, non‑executive chairman at Consensus Cloud Solutions (appointed October 2021), presiding independent director at HollyFrontier, and a director at Frontier Oil; he also served as an independent trust manager at Moody National REIT II. His background provides governance, legal and finance expertise to CMCT’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J2 Global, Inc. (now Ziff Davis, Inc.) | Director; earlier director of eFax.com (acquired by J2) | Nov 2000–Oct 2021; eFax Aug 1988–Nov 2000 | Long-tenured tech board leadership |
| Consensus Cloud Solutions, Inc. | Non‑executive Chairman | Appointed Oct 2021–present | Board leadership at spin-off from J2/Ziff Davis |
| HollyFrontier Corporation | Presiding Independent Director | Jul 2011–May 2021 | Led independent oversight; retired May 2021 |
| Frontier Oil Corporation | Director | 1993–Jul 2011 (merged with Holly) | Energy sector board; merger oversight |
| Moody National REIT II, Inc. | Independent Trust Manager | 2014–Feb 1, 2016 | Non-traded REIT governance |
| Securities & Corporate Finance Law Practice | Attorney | 1970–1997 | Governance/legal expertise |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Raintree Resorts International | Founder & CEO | 1997–present | Vacation ownership and resort operations across Mexico/US/Canada |
Board Governance
- Independence: The Board determined Bech is independent under Nasdaq standards .
- Committee assignments:
- Compensation Committee: Chairman (independent); also oversees compensation disclosures and director pay recommendations .
- Nominating & Corporate Governance Committee: Chairman (independent); oversees board composition, nominations, governance principles .
- Audit Committee: Not a member; current members are Elaine Wong (chair), John Hope Bryant, and Marcie Edwards .
- Attendance and engagement:
- Board met eight times in 2024; each director attended at least 75% of Board and committee meetings they served on .
- Independent director executive sessions: at least one regularly scheduled session per year without management .
- Leadership structure: Chair and CEO roles are separated (Ressler is Chair; Thompson is CEO) .
Fixed Compensation
| Component | Amount | Frequency/Terms | 2024 Reported (Bech) |
|---|---|---|---|
| Annual Board Retainer (independent directors) | $55,000 | Payable quarterly in advance | $55,000 |
| Audit Committee Chair Retainer | $20,000 | Payable quarterly in advance | Not applicable to Bech (not audit chair) |
| Committee Chair Fees (Comp/Nom-Gov) | No separate retainer | N/A | N/A |
| Reimbursement of Expenses | Actual | Board/committee meeting expenses reimbursed | Policy disclosed |
Director compensation in 2024 (Bech): Fees earned $55,000 and share awards $54,786 for total $109,768 .
Performance Compensation
CMCT uses share-based compensation for directors via time-vested restricted stock; no performance-conditioned metrics (e.g., TSR/EBITDA) are disclosed for director awards .
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Shares (Common) | Aug 6, 2024 | 108 shares | $54,786 (closing price $507.28/share) | Vest on first anniversary, subject to continued board service |
No director options, PSUs/TSR-linked units, or performance metrics were disclosed for directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| Consensus Cloud Solutions, Inc. | Non-executive Chairman | Technology spin-off governance; potential indirect ties to former J2/Ziff Davis ecosystem |
| Ziff Davis/J2 Global | Director | Long-standing technology network; ended Oct 2021 |
| HollyFrontier/Frontier Oil | Energy sector boards | Presiding independent director role; Frontier merged into Holly |
| Moody National REIT II | Independent Trust Manager | REIT governance; tenure ended in 2016 |
Expertise & Qualifications
- Governance/legal: Decades in securities and corporate finance law (1970–1997) .
- Executive leadership: CEO of Raintree since 1997; multi-national operating experience .
- Public company oversight: Technology and energy board leadership; presiding independent director experience .
- Financial oversight: Committee chair roles (Compensation, Nominating & Governance); board-level governance .
Equity Ownership
| Date/Source | Common Shares Beneficially Owned | % of Class |
|---|---|---|
| Aug 27, 2025 (Record Date: Aug 26, 2025; 789,251 shares outstanding) | 8,993 | 1.1% |
| Jun 27, 2025 (Record Date: Apr 15, 2025; 754,607 shares outstanding) | 332 | <1% (*) |
| Mar 6, 2025 (Record Date: Mar 3, 2025; 13,270,164 shares outstanding) | 8,317 | <1% (*) |
(*) Less than 1% of class .
Alignment policies:
- Hedging prohibited; pledging permitted only with pre‑approval per Trading Policy .
Governance Assessment
-
Strengths:
- Independent director with deep governance/legal experience; chairs Compensation and Nominating & Governance committees, enhancing board oversight .
- Board maintains separation of Chair and CEO roles; independent executive sessions; directors met attendance thresholds in 2024 .
- Director pay structure is balanced between cash and time‑vested equity; no option repricing or performance metric gaming disclosed .
-
Risks/RED FLAGS:
- External manager/administrator model with extensive related‑party arrangements to CIM Group affiliates (asset management fees, property management, leasing, development, reimbursement of corporate/segment costs, dealer manager fees). This can create perceived conflicts requiring strong independent committee oversight .
- No independent compensation consultant used in 2024; Compensation Committee relies on internal processes—may draw scrutiny given related‑party ecosystem .
- Capital actions (reverse stock split proposals, preferred stock redemptions paid in common shares) reflect ongoing efforts to maintain Nasdaq compliance and liquidity; while not attributed to Bech, they signal elevated governance monitoring needs for shareholder alignment .
Overall: Bech’s independence, tenure, and chair roles support board effectiveness. However, the breadth of related‑party transactions with CIM Group and the lack of independent comp consulting heighten the importance of rigorous committee processes under Bech’s leadership. Enhanced disclosure on director stock ownership guidelines and explicit performance-linked board compensation could further improve alignment .
Appendix: Key Quantitative References
Director compensation in 2024 (Bech):
| Metric | Value |
|---|---|
| Fees earned (cash) | $55,000 |
| Share awards (grant-date fair value) | $54,786 (108 shares at $507.28) |
| Total | $109,768 |
Committee structure:
- Compensation Committee: Douglas Bech (chair), Elaine Wong .
- Nominating & Corporate Governance Committee: Douglas Bech (chair), Marcie Edwards .
- Audit Committee: Elaine Wong (chair), John Hope Bryant, Marcie Edwards .
Board attendance/executive sessions:
- Eight board meetings in 2024; ≥75% attendance for each director; independent directors hold at least one executive session annually .