Scott Berman
About Scott Berman
Scott Berman (age 62) has served as an independent director of Inspirato (ISPO) since August 2022. He was a Partner at PwC from 1992–2022 and led PwC’s U.S. hospitality & leisure practice from 2007 until his retirement in June 2022; earlier he was Director of Development for Hilton International. He holds a B.S. in Hotel Administration from Cornell University and brings deep hospitality strategy and board advisory experience to ISPO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner; U.S. Hospitality & Leisure Practice Leader | 1992–2022; Leader 2007–Jun 2022 | Advised public/private boards and institutional real estate owners in hospitality/leisure |
| Hilton International | Director of Development (U.S., Canada, Mexico, LatAm, Caribbean) | Pre-1992 | New hotel development and acquisitions |
External Roles
| Organization | Role | Nature |
|---|---|---|
| American Hotel & Lodging Association | Leadership Roundtable member | Industry leadership group |
| Cornell Nolan School of Hotel Administration | Dean's Advisory Board | Academic advisory role |
| Cornell SC Johnson College | Leadership Council | Academic advisory role |
| Marriott Sorensen Center for Hospitality Leadership (Howard Univ.) | Original Board Member | Academic/industry leadership board |
| Greater Miami & the Beaches Hotel Association | Executive Board | Regional industry association |
| International Society of Hospitality Consultants | Member | Professional society |
| American Resort Development Association | Former Board Member | Timeshare/ resort development association |
Board Governance
- Independence: The Board affirmatively determined Berman is independent under Nasdaq rules.
- Committee assignments and roles:
- Audit Committee: Member (Chair: Ann Payne). Committee held 8 meetings in 2024.
- Nominating & Corporate Governance Committee: Chair. Committee held 4 meetings in 2024.
- Compensation Committee: Not a member. Committee held 6 meetings in 2024.
- Board leadership: Chair/CEO roles are combined (CEO is Chair), with Ann Payne as Lead Independent Director. Independent directors hold executive sessions periodically.
- Board and committee engagement: ISPO’s Board held 57 meetings in 2024; each director attended at least 75% of Board and committee meetings for their service period.
| Governance Element | Detail |
|---|---|
| Director Independence | Independent (Nasdaq standards) |
| Board Meetings (2024) | 57; ≥75% attendance for every director |
| Audit Committee | Member; 8 meetings in 2024 |
| Nominating & Gov. Committee | Chair; 4 meetings in 2024 |
| Compensation Committee | Not a member |
| Lead Independent Director | Ann Payne |
| Executive Sessions | Independent directors meet without management periodically |
Fixed Compensation
- Outside Director Compensation Policy structure:
- Annual cash retainer: $40,000.
- Additional committee and chair fees (amounts depend on assignments).
- Travel/membership benefits: choice of Inspirato Pass (value $26,500) or Club membership credits of equivalent value; one 7‑night “FAM Trip” per year; “Inspirato Rewards” status; 72‑hour short notice bookings; no per‑meeting fees.
| 2024 Director Compensation (Scott Berman) | Amount ($) |
|---|---|
| Cash Fees (retainer + committee/chair) | 70,000 |
| Stock Awards (grant‑date fair value) | 35,643 |
| All Other Compensation (travel benefits) | 30,600 |
| Total | 136,243 |
Notes:
- “All Other Compensation” reflects personal use of Inspirato travel benefits, valued at member travel rates.
Performance Compensation
- Annual equity grant policy (non‑employee directors): RSUs equal to the lesser of 5,000 shares or $50,000 in value (based on closing price on grant date), vesting in full on the earlier of one year from grant or the next annual meeting, subject to continued service. Proration applies for initial partial‑year service.
- 2024 equity awarded (Scott Berman): Stock awards valued at $35,643. Vesting follows the director policy (time‑based). No performance metrics disclosed for director equity.
| Equity Awards Detail | Value / Terms |
|---|---|
| 2024 Stock Awards (Grant‑date fair value) | $35,643 |
| Award Type | RSUs (time‑based; annual director policy) |
| Vesting | Earlier of one year from grant or next annual meeting |
| Performance Conditions | None disclosed for director RSUs |
Other Directorships & Interlocks
- Current public company directorships: None disclosed in ISPO’s proxy biography for Berman.
- Compensation Committee interlocks (company‑wide, 2024): No interlocks reported among compensation committee members; Berman was not on the committee.
Expertise & Qualifications
- Deep operating and advisory experience across the global hospitality, leisure, and lodging sectors (PwC practice leader; Hilton development).
- Board governance expertise as Chair of the Nominating & Corporate Governance Committee and member of Audit (financial literacy affirmed for all Audit members).
- Education: B.S., Cornell University School of Hotel Administration.
Equity Ownership
| Ownership and Equity Alignment | Detail |
|---|---|
| Beneficial Ownership (as of Apr 9, 2025) | 14,737 shares; <1% of outstanding Class A common stock |
| Composition of Beneficial Ownership | Consists of RSUs vesting within 60 days of the ownership date |
| Outstanding Unvested Stock Awards (12/31/2024) | 9,232 shares underlying outstanding stock awards |
| Hedging / Pledging | Company policy prohibits hedging and pledging by directors |
| Ownership Guidelines | Compensation Committee reviews/establishes guidelines for directors; specific multiples not disclosed |
Insider Trades & Section 16 Compliance
| Event | Detail |
|---|---|
| Late Section 16 filing (Form 4) | The company reported an inadvertent late filing on Sep 26, 2024 for equity grants made Jun 6, 2024 for several insiders, including Scott Berman; company implemented enhanced procedures thereafter. |
Related-Party Transactions (Conflict Review)
- ISPO disclosed related‑person transactions involving other executives/stockholders (e.g., One Planet Group financing and services; Exclusive Resorts arrangements; certain leases), but no related‑person transactions involving Scott Berman were disclosed.
Governance Assessment
-
Positives:
- Independent director with relevant sector expertise (hospitality, real estate, board advisory), strengthening board oversight of ISPO’s core business.
- Chair of Nominating & Corporate Governance and member of Audit, indicating significant governance involvement; audit committee financial literacy affirmed for all members.
- Strong engagement: Board held 57 meetings in 2024 and all directors met ≥75% attendance threshold; Berman’s committees were active (Audit 8; Nominating 4).
- Prohibitions on hedging and pledging support alignment and risk controls.
- Board pursuing declassification (annual elections), a shareholder‑friendly governance enhancement; Berman chairs the committee typically overseeing such reforms.
-
Watch‑items / potential optics:
- Director perquisites are meaningful (e.g., travel/membership benefits valued at $30,600 for Berman in 2024), which some investors may view as diluting pay‑for‑performance signal for directors.
- Inadvertent late Section 16 filings occurred in 2024 (including Berman), though the company reports enhanced procedures to improve timeliness.
-
No director‑specific conflicts identified:
- No related‑person transactions disclosed for Berman; external roles are industry and academic boards rather than customer/supplier relationships to ISPO.
