Steven S. Robson
About Steven S. Robson
Independent Trustee of InnSuites Hospitality Trust (IHT) since June 16, 1998; age disclosed as 66 (record date) in the 2025 proxy, and 67 in the 2024 proxy, reflecting differing record dates . Background: Owner of Scott Homes (residential real estate development) with experience in strategic leadership, complex negotiations, and long-standing board service (25–26 years) . Current term scheduled to expire at the Fiscal 2026 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InnSuites Hospitality Trust | Trustee (Independent) | Trustee since June 16, 1998 | Long-tenured independent trustee with service exceeding 25 years |
| Scott Homes | Owner | Past five years and ongoing | Residential real estate developer; strategic leadership and transaction negotiation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scott Homes | Owner | Ongoing | No other public company directorships disclosed in IHT proxy biographies |
Board Governance
- Committee assignments: Member of Audit, Compensation, Governance & Nominating Committees; Chair roles include Compensation Committee (FY 2024 proxy) and later Chair of Governance & Nominating Committee (FY 2025 proxy) .
- Attendance: Board and committee meeting attendance was 100% in Fiscal Year 2025; independent trustees meet at least annually in executive session .
- Independence: Compensation and Governance & Nominating Committees comprised entirely of “independent” trustees per SEC and NYSE American standards (Robson listed on both committees) .
| Fiscal Year | Audit | Compensation | Governance & Nominating | Chair Roles |
|---|---|---|---|---|
| FY 2024 proxy (record date 2024) | Member | Chair | Member | Compensation Chair |
| FY 2025 proxy (record date 2025) | Member | Member | Member | Governance & Nominating Chair |
Fixed Compensation
- Structure: IHT does not pay non-employee trustees an annual cash retainer, meeting fees, committee membership fees, or chair fees; compensation is solely restricted shares that vest in equal monthly amounts during the fiscal year .
| Fiscal Year (End) | Grant Date | Shares Granted (#) | Cash Fees ($) | Stock Awards ($, grant-date fair value) | Vesting |
|---|---|---|---|---|---|
| FY 2025 (Jan 31, 2025) | Feb 15, 2024 | 6,000 | $0 | $7,200 | Equal monthly during FY 2025 |
| FY 2024 (Jan 31, 2024) | Feb 15, 2023 | 9,000 | $0 | $10,800 | Equal monthly during FY 2024 |
| FY 2023 (Jan 31, 2023) | Feb 1, 2022 | 6,000 | $0 | $12,840 | Equal monthly during FY 2023 |
| FY 2022 (Jan 31, 2022) | Feb 1, 2021 | 16,000 | $0 | $47,200 | Equal monthly during FY 2022 |
| FY 2021 (Jan 31, 2021) | Feb 17, 2021 | — | $0 | $9,600 | — |
| FY 2020 (Jan 31, 2020) | Feb 1, 2019 | — | $0 | $10,800 | — |
Notes: Board expressly states no cash retainers/meeting/committee/chair fees .
Performance Compensation
- For non-employee trustees, awards are time-based restricted shares under the 2017 Plan with acceleration of unvested restricted shares upon change in control or death; unvested shares are forfeited if trustee ceases service prior to vesting .
- No disclosed performance-based metrics (e.g., revenue, EBITDA, TSR) tied to director compensation.
| Feature | Term |
|---|---|
| Award type | Restricted shares (non-employee trustees) |
| Vesting | Equal monthly during fiscal year |
| Change-in-control | Unvested restricted shares vest immediately |
| Forfeiture | Unvested shares forfeited if service ends before vest date |
| Performance metrics | None disclosed for directors |
Other Directorships & Interlocks
| Person | External Public Company Boards | Committees/Notes |
|---|---|---|
| Steven S. Robson | None disclosed | Owner of Scott Homes; no interlocks disclosed with IHT competitors/suppliers/customers |
Expertise & Qualifications
- Residential real estate development leadership; experience in negotiating complex transactions; governance experience from >25 years on IHT’s board .
- Committee leadership roles (Compensation Chair; later Governance & Nominating Chair), indicating governance and pay oversight responsibilities .
- Committee independence asserted per SEC/NYSE American .
Equity Ownership
- Robson’s beneficial ownership has increased over time; no pledging disclosed for Robson (pledging is disclosed for CEO James Wirth and spouse, not for Robson) .
| As-of Date | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Jan 31, 2019 (table) | 127,200 | 1.33% |
| May 31, 2022 | 149,200 | 1.64% |
| May 1, 2023 | 155,200 | 1.70% |
| June 25, 2024 | 174,200 | 1.93% |
| June 27, 2025 | 180,200 | 2.06% |
Pledging: Wirth has pledged shares; no pledging disclosure for Robson in ownership tables .
Governance Assessment
- Alignment: Equity-only director pay, no cash retainers/fees, and time-based restricted shares that vest over the year promote alignment, though lack of performance metrics reduces pay-for-performance signaling .
- Engagement: 100% board/committee attendance in FY 2025 and requirement for annual independent executive sessions support board effectiveness .
- Independence: Committee membership on fully independent Compensation and Governance & Nominating Committees supports governance quality; Robson has held committee chair roles .
- Tenure: Very long tenure (since 1998) can provide deep institutional knowledge but may raise independence refresh concerns for some investors; disclosures confirm ongoing committee independence .
- Related-party exposure: Proxies disclose management agreements and transactions principally involving the Trust, subsidiaries, and Wirth-affiliated entities; no Robson-related party transactions disclosed, which limits conflict risk for Robson specifically .
- Board-level concentration: Significant concentration of ownership and share pledging by CEO Wirth noted in ownership tables; while not directly attributed to Robson, this is a board-level governance consideration for investor confidence .
RED FLAGS
- Long tenure since 1998 may prompt questions about board refreshment and independence over time (mitigated by committee independence assertions) .
- Change-in-control acceleration of director equity (time-based RS) can be viewed as entrenchment risk if not carefully justified .
- Board-level pledging by CEO (not Robson) introduces systemic governance risk; monitor for policies restricting pledging and any expansion of such practices .
Items Not Disclosed
- Director stock ownership guidelines or compliance status .
- Director-specific clawback policies, tax gross-ups, or perquisites .
- Other public company directorships for Robson (none disclosed) .
- Say-on-pay results and compensation peer group details (not present in cited proxies).