Keith Bass
About Keith E. Bass
Keith E. Bass (age 60) is an independent director of Xenia Hotels & Resorts (XHR) since the company’s 2015 NYSE listing; he is CEO of Mattamy Homes US (since Sep 2020) and Managing Partner of Mill Creek Capital LLC (since 2017). He previously served as President/CEO and director of WCI Communities (2012–2017), held senior roles at The Ryland Group (2003–2011) and Taylor Woodrow (1997–2003), and earned a B.S. in Business Administration from North Carolina Wesleyan College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mattamy Homes US | Chief Executive Officer | Sep 2020–present | Leads one of North America’s largest private homebuilders; operational and strategic oversight |
| Mill Creek Capital LLC | Managing Partner | 2017–present | Private investment; real estate and operating expertise |
| WCI Communities, Inc. | President & CEO; Director | Dec 2012–Feb 2017 (director Mar 2012–Feb 2017) | Led a Florida luxury homebuilder/lifestyle developer through strategic initiatives |
| Pinnacle Land Advisors | President | 2011–Nov 2012 | Land advisory leadership |
| The Ryland Group | SVP; President, South U.S. | 2003–2011 | Regional P&L leadership, land resources; multiple senior roles 2003–2011 |
| Taylor Woodrow (Florida) | President, Florida Region | 1997–2003 | Regional leadership in residential development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rayonier Inc. (NYSE: RYN) | Director | Dec 2017–present | Public company board experience; forestry/land REIT sector |
Board Governance
- Committee assignments: Member, Compensation Committee; the committee oversees CEO pay goals, executive compensation, incentive/equity plans, clawback compliance, and compensation risk assessment; Chair: Thomas M. Gartland .
- Independence: XHR’s Board determined Bass is independent under NYSE standards; 7 of 8 directors are independent .
- Attendance and engagement: Board met 7 times in 2024; Audit, Compensation, and Nominating committees each met 5 times; no director attended <75% of meetings, aggregate attendance over 99%, and all directors attended the 2024 annual meeting; independent directors hold executive sessions at each regularly scheduled meeting led by the Lead Director .
- Stockholder alignment safeguards: 5x retainer stock ownership guideline for non-employee directors; all directors are in compliance or expected to within timeframes; anti-hedging and anti-pledging policies apply to directors; clawback policy maintained per SEC/NYSE rules .
Fixed Compensation (Director)
| Component | Amount/Detail | 2024 Value |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Committee membership fee | Compensation Committee member: $10,000 | $10,000 |
| Total cash earned (2024) | Fees earned in cash | $85,000 |
| Equity grant (annual) | Fully vested LTIP Units of Operating Partnership | 6,766 LTIP Units; grant-date fair value $100,001 |
| Total director compensation (2024) | Cash + Equity | $185,001 |
Notes: XHR’s director program grants $100,000 in fully vested LTIP Units at each annual meeting; under certain circumstances shares may be granted instead of LTIP Units .
Performance Compensation (Comp Committee oversight)
The Compensation Committee (including Bass) uses multi-metric, pay-for-performance designs for executives (context for governance quality):
| Metric (Company-wide) | Weight | Threshold | Target | Max | Actual (2024) |
|---|---|---|---|---|---|
| Adjusted FFO per share | 55.0% | $1.298 | $1.708 | $2.118 | $1.590 |
| Hotel EBITDA Margin | 15.0% | 23.1% | 26.1% | 29.1% | 24.7% |
| RevPAR | 10.0% | $167.48 | $176.30 | $185.11 | $172.36 |
| Individual objectives | 20.0% | Varies | Varies | Varies | Achieved at maximum |
Additional governance indicators:
- 2024 say-on-pay support: >97% approval; historically strong (>93% in 7 of last 8 years) .
- Clawback policy compliant with SEC/NYSE; no tax gross-ups; double-trigger change-in-control severance for NEOs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Rayonier Inc. (Director) |
| Committee interlocks | None; no XHR executive served on boards with officers serving on XHR’s Board/Comp Committee; Comp Committee members (including Bass) are non-employees |
| Lead Independent Director | Dennis D. Oklak; executive sessions at each regularly scheduled board meeting |
Expertise & Qualifications
- Extensive real estate/homebuilding operations and executive leadership; REIT experience; HR/Compensation exposure via senior operating roles .
- Skills matrix marks Bass for public company board experience, finance/capital allocation, risk management, corporate governance/ethics, HR/compensation, real estate/REIT, executive and operational experience, strategic planning, M&A, capital markets, marketing/business development, environmental sustainability .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Keith E. Bass | 68,373 | <1% | Includes 57,723 LTIP Units fully vested on grant date that may be redeemed into common shares; XHR had 101,436,285 shares outstanding on Mar 21, 2025; no director/executive shares are pledged . |
Stock ownership guidelines: Non-employee directors must hold 5x annual base retainer; compliance or expected compliance within required periods; retention requirements of 75% net shares until guideline met (100% if not met by year 5) .
Insider Trades (disclosed director equity actions)
| Date | Filing | Transaction | Detail |
|---|---|---|---|
| May 14, 2025 | Form 4 | Director annual grant reported | Filing recorded on SEC EDGAR for XHR insiders including Bass |
| 2024 annual meeting | Equity grant | 6,766 LTIP Units fully vested | Grant-date value $100,001 for Bass; reported in proxy |
Note: XHR states it does not grant stock options or SARs and avoids timing equity around MNPI disclosures; equity awards are not “option-like” and generally not tied to pre-release timing .
Governance Assessment
- Strengths: Independent status; strong attendance and engagement; active role on Compensation Committee that applies multi-metric pay programs with clawback and no gross-ups; robust anti-hedging/anti-pledging policy; clear stock ownership guidelines; repeated high say-on-pay support—signals investor confidence .
- Alignment: Annual director equity via fully vested LTIP Units and ownership guidelines support “skin-in-the-game”; no pledging; large institutions hold significant stakes, aiding governance scrutiny .
- Conflicts/Red flags: Compensation Committee interlocks absent; related party transaction reviews conducted by Audit Committee under a formal policy; no pledging; no identified related-party transactions involving Bass in the proxy .
- Watch items: External CEO role (Mattamy Homes US) adds time commitments outside lodging REIT domain; continue monitoring attendance and committee contributions—no issues indicated in 2024 .
Summary: Bass presents as a seasoned operator with deep real estate leadership and relevant compensation oversight, with strong independence and attendance, and no apparent conflicts or interlocks. Director compensation structure and ownership guidelines provide alignment, and committee practices (clawback, multi-metric incentives) bolster governance quality .