Thomas Engel
About Thomas R. Engel
Thomas R. Engel, age 81, has served as an independent director of PRXA since August 2016. He is President of T.R. ENGEL Group, LLC (since May 1998), a hotel advisory and asset management firm, and previously was EVP at Equitable Real Estate (AXA), where he founded and managed a $1.8B global Lodging & Leisure Group. Engel holds degrees from the University of St. Thomas and Northwestern University; earlier roles include brand management at Unilever and Revlon; he is a U.S. Marine Corps Air Corps veteran and Chairman Emeritus of Boston University’s School of Hospitality Administration Advisory Board. He was a director of Eagle Hospitality Properties Trust (Formerly NYSE: EHP) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equitable Real Estate Investment Management (AXA) | EVP; Founder/Head, $1.8B Global Lodging & Leisure Group | Prior to 1998 | Built and led a large institutional lodging investment platform |
| Unilever; Revlon (NYC) | Brand Management | Early career | Consumer brand experience applicable to hospitality brand development |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| T.R. ENGEL Group, LLC | President | Since May 1998 | Hotel advisory and asset management across three continents |
| Eagle Hospitality Properties Trust (Formerly NYSE: EHP) | Director | Prior | Public REIT board experience |
| Boston University School of Hospitality Administration | Chairman Emeritus, Advisory Board; Adjunct Professor | Ongoing | Academic governance and hospitality education roles |
| American Hotel & Lodging Association | Member, Investment & Management Committees | Ongoing | Industry engagement |
Board Governance
- Independence: The Board determined Engel is independent under the company’s charter and NYSE standards (though shares are not listed) .
- Committee assignments: Audit Committee member; Audit Chair is Ronald S. Ohsberg (also the SEC-designated audit committee financial expert); Engel is not the chair .
- Attendance: The Board met 5 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Lead independent director: The company does not have a lead independent director; CEO serves as Board Chair; the Board cites practices intended to provide independent oversight .
- Audit Committee effectiveness: The committee (Ohsberg, Engel, Aubin) met 5 times in FY2024 and recommended inclusion of the 2024 audited financial statements in the 10-K .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $27,500 | Non-employee directors; pro-rated if partial term |
| Board meeting fee (in-person) | $1,000 per meeting | Per meeting; not cumulative beyond daily cap |
| Board meeting fee (telephonic) | $500 per meeting | Per meeting |
| Audit Committee meeting (in-person) | $500 per meeting | Chair receives $375 per meeting; telephonic $250 |
| Daily fee cap | $1,500 per day | If Board and one or more committee meetings on same day |
| FY2024 total fees for Thomas R. Engel | $31,250 | No stock awards/options or other compensation reported in 2024 |
Performance Compensation
- Annual director equity grants: Independent directors receive 250 restricted Class K shares upon initial election and 250 restricted Class K shares upon each re-election at annual meetings; vest 25% annually over four years; accelerate upon death/disability or change in control .
- Grant history and fair values (to each independent director): 500 K shares on Feb 11, 2019 ($10.00/share); 250 on Jul 11, 2019 ($10.00); 250 on Nov 17, 2020 ($8.56); 250 on Dec 8, 2021 ($9.85); 250 on Dec 22, 2022 ($10.29); 250 on Dec 22, 2023 ($11.53); 250 on Jan 17, 2025 (quantity disclosed; typical policy applies) .
- Plan capacity: Equity grants under plan limited to 5% of outstanding K and A shares at grant date .
- FY2024 director stock awards: None reported for Engel (all directors show $0 stock awards in 2024) .
| Equity Metric | Detail | Notes |
|---|---|---|
| Initial grant to independents | 250 restricted K shares | Vest 25% annually; CoC/death/disability acceleration |
| Re-election grant | 250 restricted K shares per annual re-election | Same vesting/acceleration |
| Example grant dates/values | 2019–2025 events as disclosed | Per-share fair values listed by year; Jan 17, 2025 grant noted |
Other Directorships & Interlocks
- Public company boards: Eagle Hospitality Properties Trust (Formerly NYSE: EHP) – prior director .
- No disclosed interlocks with PRXA’s advisor, property manager, or affiliates; independent directors review affiliate transactions .
Expertise & Qualifications
- Hospitality brand creation: Co-created/co-founded Embassy Suites, Crowne Plaza Hotels & Resorts, and Hawthorn Suites by Wyndham .
- Institutional lodging investing: Founded and led AXA/Equitable’s $1.8B global Lodging & Leisure Group .
- Education: University of St. Thomas; Northwestern University .
- Industry leadership/teaching: BU hospitality advisory leadership; AHLA committee roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Thomas R. Engel (Independent Director) | 2,000 | <1% |
- Section 16(a) compliance: Based on company review, all required Section 16 reports were filed timely by directors and officers; no delinquencies disclosed .
- Pledging/hedging: The Board has not adopted specific hedging practices or policies; the company states no hedging transactions by officers/directors in 2024 and notes no established market for its shares .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
Governance Assessment
-
Positives
- Independent status and hospitality/investment expertise support board oversight; Engel serves on the audit committee, which met 5x in FY2024 and recommended the 2024 audit inclusion .
- Attendance met company threshold (≥75%); Board met 5x in FY2024, indicating engagement cadence .
- Director compensation is modest and largely cash with small, recurring time-based equity grants, providing some alignment without excessive risk .
-
Watch items / Potential red flags
- No lead independent director; CEO is Chair, which can dilute independent oversight despite stated mitigants .
- Externally advised structure with extensive affiliate relationships (advisor, property management, construction, insurance) places high reliance on independent directors (including Engel) to police conflicts; independent directors annually review and renew the advisory agreement .
- Proposal to remove the sunset on accrual of asset management fees and interest on deferred fees (extending beyond August 13, 2026) could be shareholder-unfriendly; requires stockholder approval and underscores the importance of robust independent director scrutiny .
- No specific anti-hedging policy; while no hedging occurred in 2024, lack of a formal prohibition can be viewed as a governance gap .
- Personal share ownership is small (2,000 shares, <1%); while typical for a director, alignment relies on small annual RS grants rather than meaningful open-market ownership .
Related-Party Exposure (Context for Engel’s oversight)
- Advisor relationship: Procaccianti Hotel Advisors (affiliate of Sponsor) manages day-to-day operations; the Board (majority independent) annually renews the advisory agreement and reviews fees; asset management fees (0.75% annually, paid quarterly), with deferral/interest provisions; no acquisition/disposition fees incurred in 2024, but deferred fees can accrue interest .
- Other affiliate transactions: Property management fees, expense reimbursements, construction reimbursements, and insurance reimbursements paid to affiliates; audit committee and independent directors oversee and review related-party transactions .
- No related-party transactions involving Engel were disclosed .
Notes on Say-on-Pay & Shareholder Feedback
- No say-on-pay history disclosed; 2025 proxy proposals include director elections and approval of the second amended and restated advisory agreement (fee accrual changes) .
Overall: Engel’s deep lodging brand and institutional investment background plus audit committee service support board effectiveness. However, the externally advised model, absence of a lead independent director, and proposed fee-accrual changes heighten the importance of active independent oversight of conflicts and advisor economics .