Michael G. Marchi
About Michael G. Marchi
Michael G. Marchi is an independent trustee of InnSuites Hospitality Trust, appointed June 19, 2024, and age 65 as of the 2025 record date . His background includes President Kohler Kitchen & Bath Americas, President/CEO Grohe Americas, COO American Standard, Supply Chain Director at Kohler, Senior Vice President at Citibank, and 17 years across four General Electric divisions; education includes an MBA from DePaul University, BS in Economics and Marketing from Elmhurst University, and Harvard Business School GE Managerial Development Program . The Board has affirmatively determined Marchi is independent under NYSE American and SEC rules . He served 100% attendance at Board and committee meetings in FY2024 and FY2025 alongside other trustees .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Kohler Co. | President, Kitchen & Bath Americas; Supply Chain Director | Past executive roles (years not disclosed) | Large-scale operations leadership |
| Grohe Americas | President/CEO | Past executive role | Turnaround/operator experience |
| American Standard | COO | Past executive role | Operational leadership |
| Citibank | Senior Vice President | Past executive role | Financial services experience |
| General Electric (4 divisions) | Various roles over 17 years | 17 years across four divisions | GE managerial development program graduate |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Uponor | Former Director | Public (Nasdaq) | Prior directorship (dates not disclosed) |
Board Governance
- Independence: Independent trustee; Board majority independent (Marchi, Kutasi, Robson) .
- Committee memberships: Audit, Compensation, Governance & Nominating; Chair, Compensation Committee (effective June 19, 2024 and continuing in FY2025) .
- Attendance: 100% Board and committee attendance in FY2024 and FY2025; independent trustees meet at least annually in executive session .
- Board meetings: Board met 4 times in FY2025 .
- Lead Independent Director: None; the Board relies on committee-only independent membership and executive sessions .
| Committee | FY2024 Meetings | FY2025 Meetings | Membership/Chair Notes |
|---|---|---|---|
| Audit | 4 | 4 | Member; Kutasi is Audit Chair and an “audit committee financial expert” |
| Compensation | 2 | 2 | Chair (Marchi); independent-only committee |
| Governance & Nominating | 2 | 2 | Member; Robson is Governance Chair in 2025 |
Fixed Compensation
| Component | FY2025 | FY2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $0 | $0 | Trust does not pay cash retainers |
| Meeting fees | $0 | $0 | No per-meeting fees |
| Committee membership fees | $0 | $0 | No committee membership fees |
| Committee chair premium | $0 | $0 | No additional pay for chair roles |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Shares (Trustee) | June 14, 2024 | 4,000 | $4,800 (based on $1.20 per share) | Vested in equal monthly amounts during FY2025 |
- No performance conditions (e.g., TSR or financial metrics) are tied to director equity awards; vesting is time-based .
- The Trust did not pay director cash bonuses; compensation is equity-only for non-employee trustees .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Uponor | Former public company director | No IHT-related transactions disclosed; no interlocks with IHT customers/suppliers disclosed |
Expertise & Qualifications
- Operations and supply chain: Senior roles at Kohler, American Standard, GE, and Grohe; GE managerial development program .
- Financial services exposure: Senior VP at Citibank .
- Board and coaching experience: Former Uponor director; Partner at CEO Coaching International working with CEOs .
Equity Ownership
| Metric | As of June 25, 2024 | As of June 27, 2025 |
|---|---|---|
| Shares beneficially owned | 4,000 | 10,000 |
| Ownership % of outstanding | Less than 1% | Less than 1% |
- Section 16(a) compliance: Trustees and officers (including Marchi) were reported as compliant with filing requirements in FY2024 and FY2025 .
- No pledging disclosed for Marchi; CEO James Wirth has pledged shares (see Governance Assessment) .
Governance Assessment
- Board structure and independence: Marchi strengthens independence, serving as Compensation Chair across FY2024–FY2025 and sitting on Audit and Governance committees; committees are composed solely of independent trustees, with 100% attendance—positive for oversight .
- Compensation oversight: The Compensation Committee does not use an independent compensation consultant, which can reduce external benchmarking rigor—a monitoring point for governance quality .
- Director pay alignment: Equity-only compensation (no cash retainers or chair fees) aligns directors with shareholder value and minimizes cash conflicts; Marchi’s 4,000-share grant vested monthly during FY2025—alignment-positive but modest ownership stake relative to outstanding shares .
- Independence and engagement: Formal independence designation and 100% attendance indicate strong engagement; independent executive sessions are held at least annually .
- RED FLAGS and risk indicators:
- Concentrated control: CEO/Chair James Wirth beneficially owns ~71.33% with pledged shares (1,466,153 by Mr. Wirth; 300,000 by Mrs. Wirth), creating entrenchment and potential minority shareholder risk .
- No Lead Independent Trustee: Absence of a lead independent trustee reduces independent counterbalance to combined CEO/Chair authority .
- Liability limitation resolution: 2024 proxy sought shareholder approval to discharge and limit personal liability of trustees/officers for prior fiscal years—an unusual governance stance that may weaken accountability if broadly interpreted .
- Related-party transactions: Financing and guarantees involving Rare Earth Financial (affiliated with CEO Wirth) and multiple entity guarantees necessitate stringent Audit Committee oversight to mitigate conflict risk .
- Indemnification scope: Indemnification agreements provide protection to the full extent of Trust net equity—shareholder-friendly clarity but, alongside liability limitations, may heighten perceived insulation of trustees from consequences .
Additional Signals
- Say-on-Pay: Advisory say-on-pay included in 2025 proxy; Board recommended triennial (every three years) frequency—monitor alignment with investor preferences and future outcomes .
- Auditor oversight: Marchi sits on Audit Committee; auditor rotation from BF Borgers to BCRG and committee pre-approval policies are disclosed—neutral-to-positive for audit governance .
Summary Implications for Investors
- Marchi’s operational and governance experience, coupled with committee leadership, is a stabilizing factor; equity-only director pay supports alignment but his individual ownership is immaterial to voting influence .
- Governance risks stem from concentrated control and pledged shares by the CEO/Chair, absence of a lead independent trustee, and the 2024 liability-limitation resolution—areas to discount when assessing board effectiveness and minority protections .