Sylvin R. Lange
About Sylvin R. Lange
Sylvin R. Lange is Chief Financial Officer (CFO) and Principal Accounting Officer of InnSuites Hospitality Trust (IHT), serving since September 7, 2020; he was previously an independent consultant providing financial analysis, auditing, tax, and accounting guidance, with prior leadership roles at US Airways and JDA Software . He holds a bachelor’s degree in Business Administration with a concentration in Accounting from California State University and has over 25 years of experience in finance, accounting, tax, auditing, and management . Age as of proxy record dates: 50 (2023), 51 (2024), 52 (2025) . IHT does not disclose TSR, revenue growth, or EBITDA growth targets for executives; cash incentive design is formula-based off hotel general manager (GM) GOP thresholds and 25% of aggregate GM bonuses rather than explicit corporate financial KPIs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent consultant (various enterprises) | Financial analysis, auditing, tax, accounting advisory | Prior to 2020 (exact years not disclosed) | Provided overall financial and operational consulting support across enterprises |
| US Airways | Leadership/management team roles | Not disclosed | Progressive responsibility roles contributing to finance/operations leadership |
| JDA Software | Leadership/management team roles | Not disclosed | Progressive responsibility roles contributing to finance/operations leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed in proxies |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $97,375 | $97,375 | $107,735 |
| Discretionary Bonus | $0 | $0 | $0 |
| Non-Equity Incentive Plan Compensation | $5,475 | $10,700 | $4,040 |
| All Other Compensation | $1,125 | $1,125 | $500 |
| Total Compensation | $103,975 | $109,275 | $112,275 |
Compensation philosophy: IHT compensates executives with salary and bonus (cash, and historically restricted shares for trustees), with broad-based benefits; no significant perquisites; Compensation Committee does not use an external consultant .
Performance Compensation
IHT’s executive cash bonus program is formula-based: each executive receives an annual cash bonus equal to 25% of the aggregate cash bonuses paid to hotel general managers (GMs). GM bonuses are determined by Year-End GOP thresholds per schedule; executives’ non-equity incentive payouts reflect this formula .
| Metric | Weighting | Target | Actual | Payout (USD) | Vesting |
|---|---|---|---|---|---|
| Executive cash bonus = 25% of aggregate GM cash bonuses | Not disclosed | GM GOP thresholds (see schedule) | FY2024/2025 GM aggregate amounts (see tables below) | $10,700 (FY 2024) ; $4,040 (FY 2025) | Cash; no vesting |
GM Year-End GOP Bonus Potential (illustrative schedule):
| Percentage of Budgeted Annual GOP Achieved | GM Cash Bonus |
|---|---|
| Less than 95% | $0 |
| 95% | $1,000 |
| 98% | $2,000 |
| 102% | $5,000 |
| 106% | $9,000 |
| 108% or more | $11,000 |
GM Aggregate Cash Bonuses (used to determine executive payout):
| Period | FY 2023 GM Aggregate Bonus (USD) | FY 2025 GM Aggregate Bonus (USD) |
|---|---|---|
| Q1 | $2,500 | $2,500 |
| Q2 | $500 | $0 |
| Q3 | $2,000 | $2,000 |
| Q4 | $800 | $0 |
| Year End | $9,000 | $7,500 |
Notes: The executive bonus equals 25% of the aggregate of GM bonuses across periods; IHT discloses the non-equity incentive amounts paid to each executive; weighting across metrics beyond this formula is not disclosed .
Equity Ownership & Alignment
| Ownership Metric | As of May 1, 2023 | As of June 25, 2024 | As of June 27, 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 9,750 | 15,750 | 15,750 |
| Ownership % | <1% | <1% | <1% |
| Shares Pledged as Collateral | None disclosed for Lange | None disclosed for Lange | None disclosed for Lange |
| Options (Exercisable) | 0 (none owned) | 0 (none owned) | 0 (none owned) |
| Options (Unexercisable) | 0 (none owned) | 0 (none owned) | 0 (none owned) |
| Unvested Shares | None (executives had no unvested shares) | None | None |
Equity plan capacity remains available (1,600,000 shares authorized under equity plans), but no executive equity grants outstanding as of FY2024/FY2025 .
Employment Terms
- No employment agreements: IHT states it does not have employment agreements with executive officers .
- Indemnification agreements: Executives and trustees have indemnification agreements to the full extent of net equity; exclusions for bad faith, willful misconduct, gross negligence, etc.; advancement permitted .
- Change-in-control (2017 Equity Incentive Plan): Awards may be accelerated, cashed out, canceled if underwater, or substituted at the Compensation Committee’s discretion; standard CIC triggers include >50% share acquisition, board turnover, reorganization/asset sale, or liquidation .
- Award agreement terms: Unvested stock options would vest on CIC, death/disability; options terminate per specified post-termination windows; “cause” includes refusal of lawful directives, felony/moral turpitude, gross negligence/willful misconduct, breaches of confidentiality/non-compete/non-solicit, duty of loyalty violations .
- Clawbacks, ownership guidelines, non-compete covenants for executives: Not disclosed in proxies beyond “cause” language in award templates; no executive equity outstanding in FY2024–FY2025 .
Compensation Structure Analysis
- Cash-heavy mix: Salary plus formula-based cash bonus tied to GM bonuses; no executive equity grants or unvested shares in FY2024–FY2025, reducing equity alignment and vesting-related retention hooks .
- Salary change: Base salary increased from $97,375 (FY2024) to $107,735 (FY2025), while non-equity incentive declined from $10,700 (FY2024) to $4,040 (FY2025), indicating higher fixed pay with lower at-risk cash in FY2025 .
- Governance: Say-on-pay and say-on-frequency proposals presented; Board recommends triennial say-on-pay frequency; results not included in proxy excerpts .
Say-on-Pay & Shareholder Feedback
- Advisory say-on-pay and say-on-frequency proposals were included for the August 14, 2025 annual meeting; Board recommended “FOR” pay and triennial frequency; approval percentages/results are not disclosed in the proxy excerpts provided .
Investment Implications
- Alignment: Lange’s beneficial ownership is small (<1%), and executives held no options or unvested equity as of FY2024–FY2025, suggesting limited equity-aligned incentives and minimal insider selling pressure from vesting schedules .
- Retention risk: Absence of employment agreements and lack of equity vesting hooks could increase mobility; indemnification provides protection, but CIC economics are only relevant if future awards are granted .
- Performance incentives: Cash bonus formula tied to hotel GM GOP outcomes and GM aggregate bonuses may not directly correlate to corporate-level TSR/revenue/EBITDA targets, potentially reducing pay-for-performance sensitivity at the enterprise level .
- Governance watchpoints: No clawback policy disclosure and reliance on internal Compensation Committee without external consultant are notable; pledging risk is present at CEO level (not Lange), but no pledging disclosed for Lange .