Marc E. Berg
About Marc E. Berg
Marc E. Berg (age 73 as of the record date) is Vice Chairman, Executive Vice President, Secretary, and Treasurer of InnSuites Hospitality Trust (IHT). He has served as a Trustee since January 30, 1998 and as EVP since February 10, 1999, focusing on acquisitions and dispositions; he became Vice Chairman in January 2019 . Berg’s credentials include an MBA (Finance) from ASU’s W.P. Carey School, a Masters in International Management from Thunderbird, and a BSBA from American University; he has been a Registered Investment Advisor and qualified as a U.S. Trustee . The proxy does not disclose TSR, revenue growth or EBITDA growth targets or outcomes tied to his compensation; executive bonuses are determined by hotel operations’ GOP versus budget under the General Manager Bonus Plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Valley National Bank | Wealth Manager | Not disclosed | Managed >$0.5B portfolio across equities, bonds, fixed income |
| Young, Smith & Peacock (investment banking firm) | Public Finance | Not disclosed | Finance experience relevant to acquisitions/dispositions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Registered Investment Advisor (SEC) | RIA | Not disclosed | Financial expertise supporting capital allocation |
| U.S. Trustee (qualified) | Trustee qualification | Not disclosed | Governance/process expertise |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 67,134 | 67,770 | 55,515 |
| All Other Compensation ($) | 1,200 (includes travel reimbursement $100/month) | 1,200 (includes travel reimbursement $100/month) | 500 (travel reimbursement $100/month) |
| Notes | Berg Investment Advisors received $4,020 for consultative services (FY 2024) | No perquisites beyond broad-based benefits; 401(k) employer match up to $500 | No perquisites beyond broad-based benefits; 401(k) employer match up to $500 |
- Compensation Committee states program consists of salary and bonus; executive officer benefits are broad-based; “We do not offer our executive officers any perquisites.”
Performance Compensation
| Metric | Weighting | Target/Thresholds | Actual | Payout to Berg | Vesting/Timing |
|---|---|---|---|---|---|
| General Manager Bonus Plan (executive bonus equals 25% of aggregate GM cash bonuses) | Not explicitly weighted; formulaic linkage | GM quarterly bonus schedule: 95%=$500; 98%=$1,000; 102%=$1,500; 106%+=$2,000. Year-end: 95%=$1,000; 98%=$2,000; 102%=$5,000; 106%=$9,000; 108%+=$11,000 | FY 2025 GM Aggregate Bonuses: Q1 $2,500; Q2 $0; Q3 $2,000; Q4 $0; Year-End $7,500 | FY 2023: $4,629 • FY 2024: $5,388 • FY 2025: $3,075 | Cash; paid per plan; no equity vesting disclosed |
- The Compensation Committee describes bonuses as performance-based linked to exceeding budgeted revenues and net income in hotel operations; for executives, the cash bonus is formulaically tied to GM GOP versus budget outcomes .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Options (Exercisable/Unexercisable) | Unvested Shares | Pledged Shares |
|---|---|---|---|---|---|
| June 25, 2024 | 53,475 | <1% | None outstanding | None | None disclosed for Berg (pledging disclosed for CEO Wirth) |
| June 27, 2025 | 53,475 | <1% | None outstanding | None | None disclosed for Berg (pledging disclosed for CEO Wirth) |
- Stock ownership guidelines and compliance status are not disclosed in the proxy. Executive officers had no equity grants, RSUs, PSUs, or stock options outstanding in FY 2023–2025 .
Employment Terms
- Employment Agreements: The Trust does not have employment agreements with its executive officers .
- Indemnification: IHT entered indemnification agreements with all executive officers and trustees (advancement permitted; excludes bad faith/willful misconduct); to the full extent of net equity based on appraised/market value .
- Change-in-Control: Under the 2017 Equity Incentive Plan, the Compensation Committee may accelerate vesting, settle awards for cash, cancel options if underwater, or issue substitute awards upon a change in control. Form agreements provide single-trigger immediate vesting for unvested stock options if change in control occurs while employed; non-employee trustee restricted shares vest upon change in control or death. Berg had no outstanding awards to which acceleration would apply .
- Non-compete/Non-solicit/Garden Leave: Not disclosed in the proxy.
Board Governance (Berg as Executive Officer and Trustee)
- Board Service: Trustee since January 30, 1998; Vice Chairman since January 2019 .
- Independence: Berg is an executive officer and not independent; board committees comprise only independent trustees .
- Committees: Footnotes identify independent members; Berg is not indicated as a member of Audit, Compensation, or Governance & Nominating Committees .
- Attendance: All trustees attended 100% of board and committee meetings in FY 2025 and FY 2024 .
- Leadership Structure: CEO James F. Wirth also serves as Chairman; there is no lead independent trustee. Independent trustees meet at least annually in executive session .
- Dual-role implications: With CEO also Chairman and Berg serving as Vice Chairman and executive, board independence relies on committee structure and executive sessions. The board states committees are fully independent and conduct risk oversight and audit independence reviews .
Director Compensation (for context; Berg receives no incremental fees as an employee trustee)
| Fiscal Year | Director Cash Retainer | Meeting Fees | Committee Fees/Chair Fees | Equity Grants | Notes |
|---|---|---|---|---|---|
| FY 2024 | $0 | $0 | $0 | 9,000 restricted shares to each non-employee trustee (grant date fair value $10,800 each) | Vested monthly; stock price assumption $1.20 (May 15, 2023) |
| FY 2025 | $0 | $0 | $0 | 6,000 restricted shares to Kutasi/Robson/Chase ($7,200 each); 4,000 to Marchi ($4,800) | Vested monthly; Berg/Wirth do not receive additional compensation for board service |
Related Party Transactions and Other Signals
- Berg Investment Advisors received $4,020 for consultative services to IHT (disclosed within “All Other Compensation” for Berg) .
- Share Repurchases: IHT repurchased 265,087 shares in FY 2024 at $1.72 average, and 28,337 shares in FY 2025 at $1.59 average; authorization remains for ~200,000 units/shares under longstanding programs .
- Pledging: CEO Wirth and spouse pledged 1,466,153 and 300,000 shares, respectively; no pledging disclosed for Berg .
Compensation Structure Analysis
- Mix and trend: Berg’s FY 2025 base salary decreased to $55,515 from $67,770 in FY 2024; his bonus is fully at-risk and formulaic, tied to GM hotel GOP performance and equals 25% of aggregate GM bonuses, resulting in $3,075 for FY 2025 versus $5,388 for FY 2024 . No equity grants or options were outstanding for executives in FY 2023–2025, reducing vesting-driven selling pressure .
- Consultants and peer group: The Compensation Committee did not use an independent compensation consultant and did not disclose a compensation peer group or target percentile .
- Perquisites and clawbacks: No perquisites beyond broad-based benefits; clawback provisions are not disclosed .
Equity Ownership & Alignment (detail)
| Item | Value |
|---|---|
| Total beneficial ownership | 53,475 shares (as of both 2024 and 2025 proxy record dates) |
| Ownership % | <1% of outstanding shares |
| Vested vs. unvested | No unvested executive shares; no executive options outstanding |
| Pledging | None disclosed for Berg; pledging disclosed for CEO Wirth and spouse |
| Ownership guidelines | Not disclosed |
Employment Terms (detail)
| Term | Provision |
|---|---|
| Contract term | No employment agreements for executive officers |
| Severance | Not disclosed; no employment agreements noted |
| Change-of-control | Committee discretion to accelerate/settle awards; single-trigger immediate vesting for options; trustee restricted shares vest on CoC or death; Berg had no awards outstanding |
| Indemnification | Full indemnification agreements with advancement; excludes bad faith/willful misconduct etc. |
| Non-compete/Non-solicit/Garden leave | Not disclosed |
Investment Implications
- Alignment and retention: Berg’s compensation is primarily cash salary plus a formulaic performance bonus tied to hotel GOP, with no equity grants or options outstanding; this reduces vesting-related selling pressure but may limit long-term equity alignment given his <1% ownership .
- Governance and oversight: The combined CEO/Chair role and Berg’s dual executive/Trustee status increase reliance on independent committees for oversight; proxies emphasize fully independent committee membership and regular executive sessions, but absence of a lead independent trustee is a structural consideration for governance risk .
- Change-of-control mechanics: While plan documents allow single-trigger acceleration for options and trustee RSUs, Berg has no outstanding awards; absence of employment agreements suggests limited severance exposure, reducing golden parachute risk .
- Trading signals: No executive equity vesting calendar exists for Berg; bonuses are paid in cash driven by hotel GOP versus budget. Pledging by the controlling shareholder (CEO Wirth) is a governance red flag; although not directly tied to Berg, it can influence trading risk perceptions for IHT .