James F. Wirth
About James F. Wirth
James F. Wirth (age 79 as of the 2025 record date) is Chairman and Chief Executive Officer of InnSuites Hospitality Trust (IHT), serving as CEO and Chair since January 30, 1998; he also served as President from 1998–2012 and since 2016 . He holds a B.S. in Economics and Mathematics from the University of Arizona and an MBA from Carnegie Mellon University (Mellon Fellow), and previously was Division President of Ramada Inns, Inc. . The Board affirms a combined Chair/CEO structure and notes 100% Board and committee meeting attendance in FY2025, with committees comprised solely of independent trustees; Wirth and Marc Berg are not independent . Performance metrics disclosed for executive bonuses are tied to hotel gross operating profit (GOP) versus budget; no TSR or revenue/EBITDA growth metrics are provided in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InnSuites Hospitality Trust | Chairman & CEO; President (1998–2012, since 2016) | Since 1998 | Led operating and strategic functions; unified leadership structure |
| Ramada Inns, Inc. | Division President | Prior to IHT (not dated) | Industry operating experience in hotels |
| InnSuites Hospitality Trust | Trustee | Since Jan 30, 1998 | >27 years of Board service; significant share investment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rare Earth Financial, LLC (and affiliates) | Manager and primary owner | Since 1980 | Ownership/operation of hotels; related-party financing and guarantees involving IHT entities |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Discretionary Bonus ($) | Non-Equity Incentive Plan ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| FY 2023 | 153,060 | — | 4,629 | — | 157,689 |
| FY 2024 | 153,060 | — | 5,388 | — | 158,388 |
| FY 2025 | 123,577 | — | 3,075 | — | 126,652 |
- Program design: executive compensation comprises salary, bonus, and benefits offered broadly to employees; no executive perquisites .
- The Compensation Committee did not increase Wirth’s salary in FY2024–FY2025 due to his significant ownership stake .
- No equity awards (RSUs/options) were granted to executives in FY2024–FY2025; no outstanding options or unvested shares as of Jan 31, 2024 and Jan 31, 2025 .
Performance Compensation
| Metric | Plan Design | Targets/Scale | Actual (FY 2025 Hotel GM Aggregate Bonus) | Wirth Payout (FY 2023–FY 2025) | Vesting |
|---|---|---|---|---|---|
| Hotel GOP vs budget | Execs receive 25% of aggregate GM cash bonuses | Quarterly: $0 at <95%; $500 at 95%; $1,000 at 98%; $1,500 at 102%; $2,000 at ≥106%; Year-end: $0 at <95%; $1,000 at 95%; $2,000 at 98%; $5,000 at 102%; $9,000 at 106%; $11,000 at ≥108% | FY2025 aggregate GM cash bonuses: Q1 $2,500; Q2 $0; Q3 $2,000; Q4 $0; Year-end $7,500 | FY2023 $4,629; FY2024 $5,388; FY2025 $3,075 | Cash; immediate |
- Bonus program origin: Compensation Committee adopted an incentive program linked to exceeding budgeted revenues and net income in hotel operations; exec bonus lever is the GM GOP plan .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % Outstanding | Ownership Notes | Pledged Shares |
|---|---|---|---|---|
| June 25, 2024 | 6,251,296 | 69.28% | Shares owned jointly by Mr. and Mrs. Wirth and/or by Rare Earth; 1,530,341 voted separately by Mr. Wirth; 1,239,078 voted separately by Mrs. Wirth; family also owns 2,974,038 Class B LP units (1:1 convertible to IHT shares) | Mr. Wirth 1,466,153; Mrs. Wirth 300,000 |
| June 27, 2025 | 6,251,296 | 71.33% | Same as above | Mr. Wirth 1,466,153; Mrs. Wirth 300,000 |
- Executives held no options or unvested shares as of Jan 31, 2025 and 2024; no exercisable/unexercisable split applies .
- Equity compensation plan availability: 1,600,000 shares remaining for future issuance under equity plans, no outstanding options .
- Pledging: Wirth’s pledged collateral constitutes a material alignment risk indicator .
Employment Terms
- Employment Agreements: IHT does not have employment agreements with executive officers .
- Indemnification: Agreements provide indemnification to the full extent of net equity, excluding bad faith/willful misconduct; advancement permitted .
- Change-of-Control: 2017 Equity Incentive Plan allows the Compensation Committee to accelerate vesting/exercisability, cash out awards, cancel out-of-the-money options, and issue substitutes upon change of control; unvested stock options vest upon change in control; unvested trustee restricted shares vest upon change in control; death/disability accelerates vesting per award forms .
- Severance, non-compete, non-solicit, garden leave, clawbacks, tax gross-ups: Not disclosed in the proxy .
Board Governance
- Roles: Wirth serves as combined Chairman and CEO since 1998; Board has determined this structure provides unified leadership; no Lead Independent Trustee .
- Independence: Majority of trustees are independent; Wirth and Berg are not independent .
- Committees: Audit (Kutasi chair), Compensation (Marchi chair), Governance & Nominating (Robson chair); committees comprise only independent trustees .
- Attendance: 100% attendance at Board and committee meetings in FY2025 and FY2024 .
- Director Compensation: Non-employee trustees compensated via restricted shares that vest monthly; FY2025 grants: 6,000 shares each to Kutasi, Robson, Chase ($7,200 fair value each), and 4,000 to Marchi ($4,800); no cash retainers or meeting fees; Wirth receives no additional director compensation . FY2024: 9,000 shares each to Kutasi, Chase, Robson ($10,800 each); Wirth receives no additional director compensation .
Related Party Transactions & Guarantees
- Rare Earth Financial revolving line: $2.0 million demand/revolving line at 7.0% interest; matures June 30, 2025; auto-renews annually; highest payable ≈$1,195,000 in FY2025; presented as long-term note payable $1,151,225 at Jan 31, 2025 . FY2024 version matured June 30, 2024; highest payable ≈$1,595,000; no receivable at Jan 31, 2024 .
- Tucson loan refinancing: $8.4 million (Mar 29, 2022) at 4.99% amortized over 25 years; guaranteed by IHT, RRF LP, Rare Earth, James & Gail Wirth, and Wirth Family Trust; balance ≈$7,888,000 at Jan 31, 2025 . Prior balances ≈$8,046,000 (Jan 31, 2024) and ≈$8,224,000 (Jan 31, 2023) .
- Tucson Oracle first mortgage: $5.0 million loan; maturity June 19, 2042; guaranteed by IHT, RRF, Rare Earth, James & Gail Wirth, and Wirth Family Trust .
- Albuquerque Suites mortgage: $1.4 million loan; maturity Dec 2, 2029; rate adjusted to 7.3% in Dec 2024; guaranteed by IHT; balance ≈$1,156,000 at Jan 31, 2025 .
- Equity interests: Tucson entity ownership at Jan 31, 2025—Partnership 51.62% (413.5 Class B), Wirth affiliates 0.25% (≈2 Class C), others 48.13% (≈385.5 Class A); Albuquerque entity priorities and Wirth affiliates holdings referenced . FY2024 Tucson/Albuquerque interests similarly disclosed .
- Share repurchases: 28,337 shares at avg price $1.59 in FY2025; 265,087 shares at avg $1.72 in FY2024; ≈200,000 units/shares remain authorized under repurchase programs with no expiration .
Investment Implications
- Alignment and control: Wirth’s ~71% beneficial ownership consolidates control and aligns long-term incentives, but significant pledging (1.47 million pledged shares) introduces financing and forced-sale risk in adverse scenarios .
- Pay structure: Low fixed cash pay and cash-only performance bonuses linked to hotel GOP suggest alignment with operations, but lack of equity grants and absence of explicit TSR/revenue/EBITDA targets limit direct pay-for-performance signaling to public shareholders .
- Dual role governance: Combined Chair/CEO without a Lead Independent Trustee elevates governance risk; committees are independent and Board attendance is strong, partially mitigating oversight concerns .
- Retention risk: No employment agreements and limited guaranteed pay reduce severance obligations but may heighten retention/resignation flexibility; change-of-control provisions could accelerate equity awards if granted in the future, though executives currently have no outstanding equity .
- Related-party complexity: Rare Earth-related financing lines and broad personal guarantees by Wirth and family entities underscore potential conflicts and liquidity dependencies; investors should monitor refinancing terms, interest resets, and covenant structures .
- Trading signals: Insider pledge magnitude and repurchase activity are key signals; combined with concentrated ownership, liquidity can be constrained and price volatility amplified around governance or financing events .