Beverly Goulet
About Beverly K. Goulet
Beverly K. Goulet (age 70) is an independent director of Xenia Hotels & Resorts (XHR) and serves as Chair of the Audit Committee and a member of the Executive Committee. She has been on the Board since Xenia’s NYSE listing in February 2015 (10 years of service), bringing senior executive experience from American Airlines, restructuring expertise, corporate finance, and legal training (BA and JD, University of Michigan) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Airlines Group Inc. | Senior Vice President & Chief Integration Officer | Feb 2013 – Nov 2015 | Led integration; prior Chief Restructuring Officer (2011–2013) |
| American Airlines Group Inc. | Executive Vice President & Chief Integration Officer | Dec 2015 – Jun 2017 (retired) | Executive leadership through integration completion |
| American Airlines | Chief Restructuring Officer | 2011 – 2013 | Led restructuring during Chapter 11 |
| American Airlines | Vice President—Corporate Development & Treasurer | 2002 – 2013 | Corporate finance and capital markets leadership |
| Law practice | Corporate & securities attorney | ~13 years (pre-2002) | Legal/regulatory expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rolls‑Royce plc | Director | Since Jul 2017 | Global industrial governance; aviation ecosystem insight |
| Atlas Air Worldwide | Director | May 2021 – Mar 2023 | Air cargo industry oversight |
Board Governance
- Committee assignments: Audit Committee (Chair) and Executive Committee (Member) .
- Independence/financial expertise: Independent director; all Audit Committee members are “audit committee financial experts” per SEC definition and financially literate per NYSE standards .
- Attendance and engagement: Board met 7 times in 2024; Audit and Compensation Committees each met 5 times; Nominating & Governance met 5 times. No incumbent director attended fewer than 75% of meetings; aggregate director attendance exceeded 99% .
- Lead independent director/executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting; Lead Director (Dennis Oklak) presides .
- Ownership alignment policies: Director stock ownership guideline = 5x annual base retainer; all directors/NEOs in compliance or expected to meet within prescribed periods . Anti‑hedging and anti‑pledging policies apply to directors (no hedging or pledging permitted) .
- Related‑party controls: Formal related person transaction policy with Audit Committee approval/ratification requirements under MGCL and Company bylaws .
Meeting & Attendance Snapshot (2024)
| Metric | Value |
|---|---|
| Board meetings held | 7 |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 5 |
| Nominating & Governance Committee meetings | 5 |
| Executive Committee meetings | 0 |
| Incumbents <75% attendance | None |
| Aggregate director attendance | >99% |
Committee Assignments (B. Goulet)
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair | Financial expert; oversees integrity of financials, auditor independence, internal audit, and cyber risk |
| Executive Committee | Member | Can act on Board’s behalf between meetings (subject to limitations) |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual cash retainer (non‑employee director) | $75,000 |
| Additional retainer – Audit Committee Chair | $20,000 |
| Fees earned in cash (actual) | $95,000 |
Performance Compensation
| Equity Award Type | Grant Date | Units | Grant‑date Fair Value |
|---|---|---|---|
| LTIP Units (fully vested on grant) | 2024 (Annual meeting) | 6,766 | $100,001 |
Director equity is fully vested at grant; annual grants are generally LTIP Units valued at ~$100,000 for re‑elected directors, with initial appointments receiving $100,000 in common stock (pro‑rated if mid‑year) .
Company Performance Metrics (NEO annual bonus – governance oversight context, 2024)
| Metric | Threshold | Target | Maximum | Actual | Weight |
|---|---|---|---|---|---|
| Adjusted FFO per share | $1.298 | $1.708 | $2.118 | $1.590 | 55% |
| Hotel EBITDA Margin | 23.1% | 26.1% | 29.1% | 24.7% | 15% |
| RevPAR | $167.48 | $176.30 | $185.11 | $172.36 | 10% |
| Individual objectives | Varies | Varies | Varies | Max achieved | 20% |
Other Directorships & Interlocks
| Company | Industry Link to XHR | Potential Interlock/Conflict Considerations |
|---|---|---|
| Rolls‑Royce plc | Aviation OEM; indirectly connected to travel ecosystem | Not a supplier/customer to XHR; low direct conflict risk |
| Atlas Air Worldwide (former) | Air cargo; adjacent to air travel | No direct XHR linkage; tenure ended Mar 2023 |
Expertise & Qualifications
- Public company board experience; corporate governance/ethics; legal/regulatory; risk management; accounting; capital markets; strategic planning; M&A; executive leadership; operational; HR/compensation; travel & lodging .
- Legal credentials (JD, University of Michigan); restructuring leadership; corporate development/treasury experience .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 61,373 | Includes LTIP units redeemable into common stock under conditions |
| % of shares outstanding | <1% | Asterisk in proxy denotes less than 1% |
| LTIP Units included | 57,723 | LTIP Units fully vested on grant date count toward ownership |
| Shares pledged as collateral | None | Proxy notes no pledged shares for directors/nominees |
| Ownership guideline | 5x annual base retainer | Applies to non‑employee directors |
| Guideline compliance status | In compliance or expected to meet | Company states all are compliant or on track within required timelines |
Governance Assessment
- Signals of effectiveness: Audit Chair role and financial expert designation; strong attendance; independent executive sessions; robust ownership and anti‑hedging/pledging policies support alignment and oversight quality .
- Compensation alignment: Director pay balanced ($95k cash + ~$100k equity in 2024), with equity fully vested and ownership guidelines at 5x retainer, promoting skin‑in‑the‑game without complex performance gates for directors .
- Potential conflicts: External boards (Rolls‑Royce, formerly Atlas Air) do not present apparent related‑party exposure to XHR; related person transactions require Audit Committee review/approval under formal policy .
- Shareholder confidence indicators: Strong say‑on‑pay approval (over 97% in 2024); established proxy access and majority voting; independent standing committees; no poison pill; anti‑pledging/hedging; clawback policy—collectively supportive of investor confidence .