Thomas Gartland
About Thomas M. Gartland
Thomas M. Gartland, 67, has served as an independent director of Xenia Hotels & Resorts since its NYSE listing in February 2015 (10 years of service). He is the Chairman and CEO of Monway Auto Transport and previously held senior roles at Avis Budget Group (President, North America; EVP Sales/Marketing/Customer Care), JohnsonDiversey (President, North America), and Ecolab; he holds a BBA/Marketing from the University of St. Thomas (St. Paul, MN) . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monway Auto Transport (private) | Chairman & CEO | Current | Executive leadership |
| Avis Budget Group | President, North America | Oct 2011–Dec 31, 2014 | Led North America operations |
| Avis Budget Group | EVP Sales, Marketing & Customer Care | Apr 2008–Oct 2011 | Commercial leadership |
| JohnsonDiversey | Senior executive; President, North America | 1994–2008 | Regional leadership |
| Ecolab | VP & Director of National Accounts | 1980–1994 | National accounts leadership |
| Education | BBA/Marketing, Univ. of St. Thomas (MN) | — | Degree details |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| ABM Industries, Inc. (NYSE: ABM) | Director; Chair, Governance Committee; Member, Compensation Committee | Since Oct 2015 | Governance Chair; Comp Committee member |
| ADT Inc. (NYSE: ADT) | Director; Member, Audit Committee | Since Jan 2025 | Audit Committee member |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; Member, Executive Committee .
- Independence: The Board determined 7 of 8 directors standing for re-election, including Mr. Gartland, are independent .
- Attendance and engagement: In 2024 the Board met 7 times; Audit 5; Compensation 5; Nominating & Corporate Governance 5; no incumbent director attended fewer than 75% of applicable meetings; aggregate attendance exceeded 99%; all then-directors attended the 2024 annual meeting .
- Lead Independent Director: Dennis D. Oklak serves as Lead Director; executive sessions of independent directors are held at each regularly scheduled Board meeting .
Fixed Compensation
| Component | Amount/Policy | 2024 Amount (Gartland) |
|---|---|---|
| Annual cash retainer (Non-employee director) | $75,000 | Included in total |
| Committee chair fees | Compensation Chair: $20,000 | Included in total |
| Committee member fees | Nominating & Gov’t member: $7,500; (Audit/Comp member: $10,000, if applicable) | Included in total |
| Lead Director fee | $45,000 (if applicable) | Not applicable |
| Total cash earned (2024) | — | $99,739 |
Notes: Xenia does not disclose meeting fees for directors; program specifies retainers and committee fees as above .
Performance Compensation
| Component | Grant Policy | 2024 Grant (Gartland) | Vesting/Terms |
|---|---|---|---|
| Annual equity grant | $100,000 in LTIP Units (fully vested) upon re-election; initial appointment grant $100,000 in common stock (prorated if mid-year) | $100,001 LTIP Unit grant; 6,766 LTIP Units granted to each non-employee director in 2024 | Fully vested at grant; LTIP Units redeemable into common units/shares subject to plan conditions |
Performance metrics: Director equity grants are fully vested and not performance-vesting; no stock options disclosed for directors .
Other Directorships & Interlocks
- Current public boards: ABM Industries (Governance Chair; Compensation Committee member); ADT Inc. (Audit Committee member) .
- Independence safeguard: In assessing independence, the Board considered director-affiliated entities that may pay the Company for room accommodations/meeting space in the ordinary course; the Board nonetheless determined Mr. Gartland is independent under NYSE rules .
- No specific related-party transactions involving Mr. Gartland are disclosed; the Company maintains a formal related-person transaction review policy overseen by the Audit Committee .
Expertise & Qualifications
- Board skills matrix flags Mr. Gartland with experience in travel and lodging, HR/Compensation, marketing/sales, M&A, strategic planning/oversight, and executive/operational leadership .
- The biography emphasizes sales and senior operations leadership across large multi-national companies, including in the travel sector (Avis Budget Group) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Thomas M. Gartland | 68,573 | <1% | Includes 57,723 shares for which fully vested LTIP Units may be redeemed (subject to conditions) |
- Shares outstanding as of March 21, 2025: 101,436,285 .
- Pledging/hedging: The Company prohibits hedging and pledging; no director/NEO shares are pledged per the ownership table .
Governance Assessment
- Committee leadership and workload: As Chair of the Compensation Committee and member of two additional committees (Nominating & Governance; Executive), Gartland is central to pay design, CEO/NEO oversight, and board composition—key levers for investor alignment .
- Independence and attendance: NYSE independence affirmed; attendance met Company thresholds (no incumbent below 75%) with Board-wide >99% attendance in 2024—supportive of board effectiveness .
- Director pay alignment: 2024 mix for Gartland was roughly half cash ($99,739) and half equity ($100,001) via fully vested LTIP Units—consistent with peer REIT practices emphasizing equity alignment, though grants are not performance-based at the director level .
- Ownership alignment: Beneficial ownership of 68,573 shares (<1%) and a 5x retainer stock ownership guideline for directors; the Company reports all non-employee directors were in compliance or on track within the allowed timeline .
- Shareholder signals: 2024 say-on-pay support exceeded 97%, and the Company engaged holders representing >56% of shares—positive compensation/governance sentiment tailwind for the Compensation Chair’s oversight .
- RED FLAGS screened:
- Related-party transactions: None specific to Gartland disclosed; Audit Committee policy in place .
- Hedging/pledging: Prohibited; no pledges reported .
- Low attendance or pay anomalies: Not indicated; director compensation follows disclosed program .
Appendix: Board & Committee Meetings (2024)
| Body | Meetings Held | Notes |
|---|---|---|
| Board of Directors | 7 | Exec sessions of independent directors at each regularly scheduled Board meeting |
| Audit Committee | 5 | All members are “audit committee financial experts” |
| Compensation Committee | 5 | Gartland serves as Chair |
| Nominating & Corporate Governance Committee | 5 | Gartland is a member |
Appendix: Director Compensation Structure (Policy)
| Role | Annual Fee |
|---|---|
| Non-employee Director Base Retainer | $75,000 |
| Audit Chair | $20,000 |
| Compensation Chair | $20,000 |
| Nominating & Governance Chair | $15,000 |
| Audit Member | $10,000 |
| Compensation Member | $10,000 |
| Nominating & Governance Member | $7,500 |
| Lead Director | $45,000 |
| Annual Equity (upon re-election) | $100,000 LTIP Units, fully vested |
Shareholder Feedback and Safeguards
- Say-on-pay approval: >97% support at 2024 annual meeting; strong historical support except 2021 .
- Stock ownership guidelines: Directors must hold stock equal to 5x annual base retainer; retention requirements apply until compliance; Company reports compliance or on-track status .
- Clawback and anti-hedging/pledging: Mandatory clawback policy compliant with SEC/NYSE; anti-hedging/anti-pledging policy applies to directors and employees .