H. Eric Bolton Jr.
About H. Eric Bolton Jr.
Veteran REIT executive appointed independent director of Ryman Hospitality Properties (RHP) effective August 7, 2025; age 68. He holds a B.B.A. from the University of Memphis and an MBA from the University of North Texas, and is known for two decades of CEO leadership at Mid‑America Apartment Communities (MAA). Board determined he is independent under NYSE standards; term runs until the 2026 annual meeting. He was named to the Audit Committee and the Risk Committee upon appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mid‑America Apartment Communities (MAA) | Executive Chairman | Apr 2025–present | Oversight of strategy and governance |
| Mid‑America Apartment Communities (MAA) | Chairman of the Board | Sep 2002–present | Long-tenured board leadership |
| Mid‑America Apartment Communities (MAA) | Chief Executive Officer | Oct 2001–Mar 31, 2025 | Led scaling through multiple cycles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EastGroup Properties (EGP) | Director | Ongoing | Industrial REIT board experience |
| NAREIT | Advisory Board of Governors | Ongoing | Industry-wide governance insight |
Board Governance
- Independence: Board affirmatively determined Bolton is independent under NYSE rules; no related‑party transactions requiring Item 404(a) disclosure.
- Committees: Appointed to Audit Committee and Risk Committee upon joining; Audit oversees financial reporting/internal control; Risk oversees ERM, cybersecurity, ESG, capital allocation and growth strategy.
- Lead Independent Director: Michael Roth serves as Lead Independent Director; independent directors hold executive sessions at each regularly scheduled Board meeting.
- Attendance culture: RHP disclosed all incumbent directors had at least 75% attendance at Board/committee meetings in 2024; the company expects directors to attend the annual meeting (hybrid format). (Bolton joined after 2024.)
- Hedging/pledging restrictions: Directors prohibited from hedging and from pledging significant amounts of company stock without prior approval; as of Jan 31, 2025 no director had pledges exceeding policy limits.
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $65,000 | Standard non‑employee director cash retainer |
| Lead Independent Director fee | $30,000 | Additional annual cash fee |
| Audit Committee Chair fee | $25,000 | Additional annual cash fee |
| Human Resources Committee Chair fee | $20,000 | Additional annual cash fee |
| Nominating & Corporate Governance Chair fee | $15,000 | Additional annual cash fee |
| Audit Committee member fee | $10,000 | Additional annual cash fee |
| Human Resources Committee member fee | $10,000 | Additional annual cash fee |
| Nominating & Corporate Governance member fee | $7,500 | Additional annual cash fee |
| Bolton’s package | — | Will be consistent with other non‑employee directors; no special arrangements. |
Directors may elect to defer cash fees into RSUs; expenses reimbursed; insider executives (Reed, Fioravanti) do not receive director cash fees.
Performance Compensation
| Equity Element | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non‑employee director) | $120,000 | 100% on first anniversary | Fixed dollar RSUs; dividends credited as additional RSUs; settlement in stock at vest unless deferred. |
No performance‑based metrics (e.g., TSR or financial KPIs) apply to director compensation; director equity is time‑based RSUs only.
Other Directorships & Interlocks
| Company | Role | Sector overlap with RHP | Potential interlock/conflict view |
|---|---|---|---|
| MAA (NYSE: MAA) | Executive Chairman; Chairman | Residential REIT; non‑hospitality | Board determined independence; no related party transactions disclosed. |
| EastGroup Properties (NYSE: EGP) | Director | Industrial REIT; non‑hospitality | No related party transactions disclosed. |
| NAREIT Advisory Board | Member | Industry association | Enhances governance/industry insight. |
Expertise & Qualifications
- REIT governance and capital allocation: 20+ years leading MAA through cycles and scaling.
- Audit/Risk oversight aptitude: Appointed to Audit and Risk Committees at RHP, reflecting finance and enterprise risk familiarity.
- Education: B.B.A. (University of Memphis); MBA (University of North Texas).
Equity Ownership
| Title of Security | Amount Beneficially Owned | Ownership Form | As of | Source |
|---|---|---|---|---|
| Common Stock | 0 | Direct (D) | Aug 11, 2025 | Initial Form 3 at appointment (no holdings). |
- Section 16 filings: Filed Limited Power of Attorney authorizing company officers to file Forms 3/4/5 on his behalf.
- Director stock ownership guidelines: Minimum 6,000 shares with a five‑year compliance period; if not in compliance, must retain 50% of net shares from RSU vestings/option exercises.
- Hedging/pledging: Hedging prohibited; significant pledging restricted and requires prior approval; none in excess of limits as of Jan 31, 2025.
Insider Trades
| Form | Filing Date | Transaction Summary |
|---|---|---|
| Form 3 (Initial Statement) | Aug 11, 2025 | Reported 0 shares of RHP common stock at time of appointment. |
| Exhibit 24 (POA) | Aug 11, 2025 | Limited POA authorizing filings under Section 16. |
Governance Assessment
- Positives: Independent director status; immediate placements on Audit and Risk Committees; deep REIT leadership experience; strong Board governance practices (lead independent director, executive sessions, clawback for executives, robust ERM/cyber oversight). These support board effectiveness and investor confidence.
- Alignment: Director equity paid in RSUs with one‑year vest promotes ownership; policy requires minimum 6,000 shares over five years and share retention if below guideline; hedging prohibited and pledging restricted.
- RED FLAGS to monitor: Initial beneficial ownership was zero at appointment—expect ramp via annual RSUs and possible open‑market purchases to meet guideline; continued multi‑REIT board roles warrant routine review for potential conflicts, though RHP disclosed no Item 404(a) related‑party transactions and affirmed independence.
- Compensation fairness: Director pay structure (cash retainer, committee fees, $120k RSUs) is plain‑vanilla and aligned with peer practices; no performance‑based director awards or options, minimizing pay‑for‑performance risk concerns for directors.
Overall, Bolton’s appointment brings seasoned REIT governance and audit/risk oversight capacity with clear independence and standard director compensation/ownership alignment mechanisms at RHP. Continued tracking of ownership guideline compliance and any future related‑party disclosures is warranted.