Beverly Carmichael
About Beverly K. Carmichael
Independent director at Pursuit Attractions and Hospitality, Inc. (PRSU); age 66; director since 2022; currently Chair of the Corporate Governance & Nominating Committee and member of the Human Resources Committee. Former EVP–Chief People, Culture & Resource Officer at Red Robin (2017–2019); prior senior HR leadership at Cracker Barrel, Southwest Airlines, and Ticketmaster; practiced law at Manatt, Phelps & Phillips; admitted to the bars of CA, TX, and D.C. She is independent under NYSE standards and PRSU’s guidelines. Re-nominated and elected as a Class III director with a term expiring at the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Robin Gourmet Burgers, Inc. | EVP – Chief People, Culture & Resource Officer | Dec 2017 – Apr 2019 | Led people/culture functions at NASDAQ: RRGB casual dining chain |
| Cracker Barrel Old Country Store, Inc. | SVP, Chief People Officer | Jan 2014 – Dec 2017 | Senior HR leadership at NASDAQ: CBRL restaurant/retail chain |
| Southwest Airlines Co. | Senior HR positions | Not specified | Human capital leadership at NYSE: LUV airline |
| Ticketmaster | Senior HR positions | Not specified | Human capital leadership |
| Manatt, Phelps & Phillips, LLP | Attorney | Not specified | Active member of CA, TX, D.C. bars |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cintas Corporation (NASDAQ: CTAS) | Director | Since Jan 2024 | Compensation Committee; Nominating & Governance Committee |
| Cotton Patch Café (Private) | Director | Since Jan 2022 | Private restaurant chain board |
| ezCater (Private) | Director | Mar 2023 – Mar 2024 | Board service at corporate food solutions provider |
| Blue Apron (formerly NYSE: APRN) | Director | Mar 2022 – Nov 2023 | Chair, People, Culture & Compensation; member, Nominating & Corporate Governance; exited on Wonder Group acquisition |
| Leaf Group (formerly NYSE: LEAF) | Director | Jul 2018 – Jun 2021 | Chair, Compensation; member, Nominating & Governance and Audit |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Human Resources. Committees are fully independent; Governance met 5 times and Human Resources met 8 times in 2024.
- Independence & attendance: Independent director; Board held 17 meetings in 2024; all directors attended >75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting.
- Board leadership: Independent Chair separate from CEO; regular executive sessions of non-management directors; active oversight of risk including cybersecurity via Audit Committee.
- Director elections (2025): Carmichael elected (For 24,921,195; Against 1,204,135; Abstain 2,688; Broker non-votes 980,451).
- Stock ownership rules & trading policy: 5x annual retainer stock ownership guideline for directors; hedging and pledging of PRSU stock prohibited; Carmichael exceeded guideline as of Dec 31, 2024.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $65,000 | Paid quarterly in arrears |
| Committee Member Retainer – Audit | $25,000 | Chairs receive both chair and member retainers |
| Committee Member Retainer – Human Resources | $20,000 | As above |
| Committee Member Retainer – Corporate Governance & Nominating | $15,000 | As above |
| Committee Chair Retainer – Governance | $15,000 | Carmichael serves as Chair |
| Meeting Fee (beyond 8 board mtgs) | $1,500 per meeting | Applies beyond 8 Board meetings/year |
| 2024 Fees Earned (Carmichael) | $100,000 | Actual cash paid in 2024 |
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU (Director program) | Mar 1, 2024 | 3,376 RSUs | $37.03 per unit ($125,000 total) | Vests in full one year from grant; full vesting on termination if criteria met |
| 2024 Stock Awards (Carmichael) | 2024 | — | $125,013 | Reported fair value for 2024 director stock awards |
- No director stock option awards; director equity grants are RSUs with time-based vesting (no performance metrics tied to director equity).
Other Directorships & Interlocks
- Current external public company board: Cintas Corporation; committees: Compensation and Nominating & Governance.
- Committee interlocks: Company disclosed no interlocking relationships requiring disclosure for 2024; HR Committee members were all independent and non-employee directors.
- Major shareholder designation: Crestview Parties retain rights to designate board nominees based on ownership thresholds; HR Committee currently includes Crestview-affiliated directors (Jill Bright, Chair; Brian Cassidy) alongside independent members Carmichael and Coll. This is disclosed and all HR members are independent under NYSE rules.
Expertise & Qualifications
- Deep human capital leadership across hospitality, airlines, and ticketing; seasoned compensation and governance experience as committee chair/member across multiple boards.
- Legal training with active bar memberships (CA, TX, D.C.), enhancing oversight of ethics, compliance, and governance.
- Board qualifications cited: employment law and HR background focused on “our people.”
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs (as of 12/31/24) | Pledged/Hedged | Ownership Guideline Status |
|---|---|---|---|---|---|
| Beverly K. Carmichael | 12,037 | <1% (out of 28,199,647 shares) | 3,376 RSUs | None pledged; hedging/pledging prohibited | Exceeded director guideline (5x retainer) as of 12/31/24 |
Insider Trades
| Period | Form 4 Transactions (Carmichael) | Notes |
|---|---|---|
| FY 2024 | Not disclosed in proxy | Company states directors/officers complied with Section 16(a) in 2024, except one late Form 4 for Denise Coll; no Carmichael exceptions noted |
Say-on-Pay & Shareholder Feedback
- 2024 advisory say-on-pay approval: approximately 95% approval by shareholders; HR Committee continued pay-for-performance architecture.
- 2025 advisory say-on-pay vote results: For 25,591,612; Against 528,948; Abstain 7,458; Broker non-votes 980,451.
Governance Assessment
- Strengths: Independent director; chairs Governance committee; strong human capital and legal credentials; attends meetings at high rate; equity alignment via RSUs and ownership guideline compliance; hedging/pledging prohibited; Board maintains independent Chair and regular executive sessions. These support board effectiveness and investor confidence.
- Compensation alignment: Director pay mix balanced between cash retainers and time-based RSUs with one-year vest; no options; HR Committee retains sole authority over non-employee director equity awards.
- Potential watch items: Presence of Crestview-designated directors on HR Committee could concentrate influence of a major shareholder in compensation oversight, though all members are independent and Company discloses no interlocks requiring disclosure. Continued monitoring of committee composition and shareholder feedback is prudent.
- Conflicts/related-party: Company reports no related person transactions since 1/1/2024; Insider trading policy and governance practices mitigate alignment risks (no hedging/pledging).
Director Election (2025) – Detailed Results
| Nominee | Class/Term | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Beverly K. Carmichael | Class III; term to 2028 | 24,921,195 | 1,204,135 | 2,688 | 980,451 |
Committee Composition (2024)
| Committee | Members | Chair | Meetings (2024) | Key Oversight Areas |
|---|---|---|---|---|
| Corporate Governance & Nominating | Carmichael; Bright; Henkels; Schechter | Beverly K. Carmichael | 5 | Board refreshment; governance policies; ESG; director comp review |
| Human Resources | Bright; Carmichael; Cassidy; Coll | Jill H. Bright | 8 | Exec comp; succession; human capital; director equity grants authority |
Director Compensation – 2024 Actuals
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Beverly K. Carmichael | 100,000 | 125,013 | 225,013 |
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, or Section 16 reporting for Carmichael. Monitor HR Committee composition given major shareholder representation; no interlocks requiring disclosure were reported for 2024.