Leslie T. Kutasi
About Leslie T. Kutasi
Leslie “Les” T. Kutasi is an independent trustee of InnSuites Hospitality Trust (IHT), serving on the Board since January 31, 2013 and chairing the Audit Committee; the Board has also designated him as an “audit committee financial expert.” He is age 74 and brings operating experience from textiles and later real estate entrepreneurship and brokerage (Pacesetter Fabrics, Trend‑Tex International, Exquisite Properties of Arizona). He is standing for re‑election at the Fiscal 2025 Annual Meeting for a term expiring at the Fiscal 2028 Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Textile Sales | President | 1990–1996 | Operating leadership in textiles |
| Pacesetter Fabrics, LLC | Founder & CEO | 1995–2001 | Founded textile importer/converter; startup execution |
| Trend‑Tex International | Founder & President | 2000–2009 | Built and led textile enterprise |
| Exquisite Properties of Arizona | President | 2009–2024 | Real estate leadership; Arizona brokerage |
Additional context (prior proxy): “currently brokers high end Arizona real estate,” underscoring real-estate market expertise.
External Roles
| Company/Organization | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company directorships listed in IHT proxy biography for Mr. Kutasi. |
Board Governance
- Independence: The Board determined that Mr. Kutasi is independent under NYSE American and SEC rules.
- Committee assignments: Audit (Chair), Compensation (Member), Governance & Nominating (Member).
- “Audit committee financial expert”: Board determination that Mr. Kutasi qualifies under SEC rules.
- Attendance: 100% attendance at Board and assigned committee meetings in FY2025; independent trustees also meet in executive session at least annually.
- Board structure and leadership: Combined Chair/CEO role; no Lead Independent Trustee; committees comprised solely of independent trustees.
- Election cycle: Standing for re‑election at 2025 Annual Meeting, with a term to Fiscal 2028 if elected.
| Governance Metric | FY2024 | FY2025 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 2 | 2 |
| Governance & Nominating meetings | 2 | 2 |
| Kutasi attendance | 100% | 100% |
Fixed Compensation
IHT pays non‑employee trustees solely in time‑vested restricted shares—no cash retainers, meeting fees, or chair fees. Grants vest in equal monthly amounts over the fiscal year.
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash retainer | $0 | $0 |
| Meeting fees | $0 | $0 |
| Committee chair fees | $0 | $0 |
| Equity grant (shares) | 9,000 | 6,000 |
| Equity grant grant-date fair value | $10,800 (based on $1.20/share) | $7,200 (based on $1.20/share) |
| Vesting | Monthly over fiscal year | Monthly over fiscal year |
Performance Compensation
Directors do not receive performance‑based equity or cash incentives; grants are time‑vested restricted shares with no disclosed performance metrics.
| Performance Metric | FY2024 | FY2025 |
|---|---|---|
| Performance conditions for director equity | None disclosed (time‑vested RS) | None disclosed (time‑vested RS) |
| Clawback provisions (director‑specific) | Not disclosed for directors | Not disclosed for directors |
Note: Executive officer bonuses are tied to hotel GOP outcomes via a General Manager plan, but this does not apply to director compensation.
Other Directorships & Interlocks
| Company | Industry | Role | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed for Mr. Kutasi | — | — | No public company boards disclosed in IHT filings. |
Expertise & Qualifications
- Audit and financial oversight: Audit Committee Chair; designated “audit committee financial expert.”
- Operating leadership: Multi‑decade P&L experience in textiles; founder/CEO roles.
- Real estate: Leadership and brokerage experience in Arizona markets.
- Board tenure: Trustee since January 31, 2013, providing institutional knowledge.
Equity Ownership
| Metric | As of FY2024 (June 25, 2024) | As of FY2025 (June 27, 2025) |
|---|---|---|
| Beneficially owned shares | 95,000 | 91,546 |
| Ownership as % of outstanding | <1% | <1% |
- Section 16(a) compliance: All trustees/officers reported on time in FY2025 (and FY2024), per company review.
- Pledging/hedging: No pledging disclosed for Mr. Kutasi; pledging disclosed for the Chair/CEO and spouse only.
- Shares outstanding context: 8,763,485 shares outstanding as of the 2025 record date (to contextualize ownership).
Governance Assessment
Positive signals:
- Strong audit oversight: Long‑tenured independent Audit Chair with SEC “financial expert” designation; full attendance; Audit Committee active (4 meetings in FY2025).
- Director pay alignment: 100% equity, time‑vested RS, no cash retainers or chair fees—aligns directors with shareholders; monthly vesting enhances ongoing alignment.
- Independence affirmed: Board determined independence for Kutasi; independent‑only committee composition.
Potential concerns / monitoring points:
- Concentrated control: Chair/CEO beneficially owns 71.33% of outstanding shares; spouse also has pledged shares—this concentration can limit minority investor influence (not attributable to Kutasi but relevant to board effectiveness).
- No Lead Independent Trustee; combined Chair/CEO structure persists—elevates need for robust committee leadership by independents (where Kutasi plays a critical role).
- Board diversity: All current trustees are men; Governance & Nominating Committee does not target specific diversity attributes.
- Compensation governance: Compensation Committee does not use an independent compensation consultant.
Related‑party and conflicts:
- Filings disclose related‑party arrangements primarily involving the Chair/CEO and affiliates (e.g., Rare Earth Financial credit facility guarantees), with the Board stating no FY2025 transactions requiring review for independence beyond those described; no related‑party transactions disclosed for Kutasi.
Election/engagement:
- Kutasi is standing for re‑election at the 2025 Annual Meeting; prior (2024) meeting had strong quorums and votes recorded; Board reports 100% trustee attendance.
Overall: Kutasi’s role as independent Audit Chair and audit “financial expert,” combined with equity‑only director compensation and perfect attendance, supports governance quality at IHT. The broader governance risk profile (combined Chair/CEO, concentrated control, limited diversity, no lead independent) accentuates the importance of his committee leadership and independence posture.