Terrence Moorehead
About Terrence Moorehead
Terrence Moorehead (age 62) has served as an independent director of Xenia Hotels & Resorts, Inc. since May 2021. He is President, Chief Executive Officer and a Director of Nature’s Sunshine Products, Inc., and previously held CEO roles at Carlisle Etcetera LLC and Dana Beauty, after a 22-year leadership career at Avon Products across strategy and international operating roles. He holds an MBA from Columbia University and a BA in Economics from Boston College, bringing executive leadership and consumer products expertise to XHR’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nature’s Sunshine Products, Inc. | President & CEO; Director | 2018–Present | Public company leadership; natural health and wellness sector |
| Carlisle Etcetera LLC | Chief Executive Officer | 2015–2018 | Fashion apparel; operational leadership |
| Dana Beauty, Inc. | Chief Executive Officer | 2013–2015 | Consumer beauty; turnaround and growth focus |
| Avon Products, Inc. | Multiple roles incl. VP Strategy & Digital North America; President & Chairman Japan; President Canada; GM Italy | 1991–2013 | Global operational leadership, digital strategy, international P&L |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Nature’s Sunshine Products, Inc. | President & CEO; Director | Public | Publicly traded health and wellness company |
Board Governance
- Independence: The Board determined Moorehead is independent under NYSE standards (7 of 8 directors independent) .
- Committees: Compensation Committee member; the Compensation Committee comprises only independent directors and retains an independent consultant (FPC) .
- Attendance: In 2024, the Board met 7 times; Audit, Compensation, and Nominating & Corporate Governance each met 5 times. No director attended fewer than 75% of meetings; aggregate attendance exceeded 99%, and all directors attended the 2024 annual meeting .
- Governance Practices: Anti-hedging and anti-pledging policies, stock ownership guidelines, majority voting with resignation policy, annual director elections, proxy access, and executive sessions of independent directors .
Fixed Compensation (Director)
| Component | Amount/Structure | 2024 Actual (Moorehead) |
|---|---|---|
| Annual Cash Retainer | $75,000 | Included in fees earned |
| Committee Member Fee (Compensation Committee) | $10,000 | Included in fees earned |
| Committee Chair Fees | $20,000 (Audit/Comp); $15,000 (Nominating) | Not applicable (not a chair) |
| Lead Director Fee | $45,000 | Not applicable |
| 2024 Fees Earned (Cash) | — | $88,819 |
Performance Compensation (Director)
- Equity grants to directors are fully vested at grant and not subject to performance metrics; no options are granted .
| Equity Award Type | Grant Detail | 2024 Value | 2024 Units |
|---|---|---|---|
| LTIP Units (Operating Partnership) | Annual grant upon re-election; fully vested | $100,001 | 6,766 LTIP Units |
| Initial Director Equity | $100,000 common stock at initial election (pro-rated if mid-year) | — | Program structure |
| Stock Options | Not granted | — | — |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Nature’s Sunshine Products, Inc. | CEO; Director | No disclosed compensation committee interlocks or insider participation involving XHR executives; Compensation Committee comprises independent directors with independent consultant (FPC) . |
Expertise & Qualifications
- Skills matrix attributes include HR/Compensation, Marketing/Sales/Business Development, Consumer Products, Executive Leadership, and Strategic Planning .
- Brings operational and consumer products expertise and public company CEO experience to XHR .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledging |
|---|---|---|---|
| Terrence Moorehead | 25,222 | <1% | No shares pledged; anti-pledging policy prohibits pledging |
Stock ownership guidelines require non-employee directors to hold stock equal to 5x annual base retainer, with a 5-year compliance window and retention requirements of at least 75% of net shares until guidelines are met (100% if not met after 5 years) . The proxy states all directors subject to guidelines were in compliance or expected to meet them within the applicable time period .
Governance Assessment
- Alignment: Independent director with strong attendance and engagement; member of Compensation Committee with independent oversight and use of independent consultant—supports pay-for-performance governance .
- Incentives: Director pay mix balanced between cash and fully vested equity; no options and no performance-linked director equity—limits short-term risk-taking tied to compensation .
- Ownership: Beneficial ownership present; stringent anti-hedging and anti-pledging policies and robust ownership guidelines enhance alignment with shareholders .
- Investor Confidence Signals: Strong say-on-pay support (97% in 2024; average ~96% in other years excluding 2020) reflects broader approval of compensation governance; useful as a Board oversight indicator even though it applies to NEOs .
- Conflicts/Related Parties: Audit Committee must pre-approve related person transactions; no pledging of director shares; ordinary-course business relationships (e.g., entities affiliated with directors booking rooms) are reviewed in independence determinations .
RED FLAGS
- None disclosed specific to Moorehead regarding hedging, pledging, related-party transactions, attendance shortfalls, or option repricing; company prohibits hedging/pledging and does not grant options .
Notes on Compensation Program Context (Board Oversight)
- The Compensation Committee oversees NEO pay structures with significant performance-based elements (Adjusted FFO/share, Hotel EBITDA margin, RevPAR, and individual objectives) and multi-year TSR-based Class A Units for executives; while this pertains to NEOs, it illustrates the rigor Moorehead helps oversee as a Compensation Committee member .