Bruce Haase
About Bruce Haase
Independent director (Class III) since November 2024; age 64. Haase brings 25+ years in hospitality and franchising, including CEO roles at Extended Stay America and WoodSpring Suites, and EVP at Choice Hotels International. He holds an MBA from Wharton, an MS in Engineering from Johns Hopkins, and a BS in Engineering from Virginia Tech. Effective at the May 21, 2025 annual meeting, he will serve as Lead Independent Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Extended Stay America, Inc. | Chief Executive Officer | Nov 2019 – Feb 2022 | Recruited to execute value-creation plan |
| WoodSpring Suites | Chief Executive Officer | Not disclosed | CEO leadership in select-service lodging |
| Choice Hotels International, Inc. | Executive Vice President | Not disclosed | EVP at one of the largest global hotel franchisors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HomeWell Franchising, Inc. | Chairman & Majority Shareholder | Current | Non-medical in-home care franchise brand |
Board Governance
- Independence: The Board determined Haase is independent under NYSE rules.
- Lead Independent Director: Effective at the 2025 AGM, Haase will serve as Lead Independent Director, responsible for agendas, board effectiveness, CEO performance reviews/succession, and stockholder engagement.
- Committee assignments: Member, Human Capital Management Committee (HCMC); not on Audit or Nominating & Corporate Governance.
- Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings. The Board met 24 times; Audit 5; HCMC 6; Nominating 4.
- Executive sessions: Non-management and independent directors meet regularly in executive session; Lead Independent Director presides.
- Policies: Anti-hedging policy prohibits hedging transactions by directors; compensation clawback policy applies to Section 16 officers. The 2024 restatement did not trigger any compensation recoupment.
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board member annual cash retainer | $80,000 | Increased effective July 1, 2024; paid quarterly |
| Lead Independent Director retainer | $22,000 | Increased effective July 1, 2024; paid quarterly |
| HCMC member retainer | $10,000 | Increased effective July 1, 2024; paid quarterly |
| Equity (annual for non-employee directors) | $110,000 grant-date value in RSUs | Prorated for new directors; can elect RSUs in lieu of cash retainers |
| 2024 actual fees paid to Haase | $15,522 | Pro-rated given November 2024 start |
| 2024 Non-Employee Director Compensation (Haase) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 15,522 |
| Stock Awards (grant-date fair value) | 62,024 |
| Total | 77,546 |
| 2024 Director RSU Grant Detail (Haase) | Shares | Grant Date | Vesting |
|---|---|---|---|
| Annual RSU grant (prorated) | 4,146 | Nov 16, 2024 | Eligible to vest May 21, 2025, subject to continued service |
Performance Compensation
| Performance-Linked Element in Director Pay | Disclosed? | Details |
|---|---|---|
| Performance-based RSUs (PSUs) for directors | No | Outside Director Compensation Policy provides time-based RSUs; no director PSUs disclosed |
| Stock options for directors | None disclosed | Policy contemplates RSUs; no options listed for directors |
| Director bonus tied to metrics | None disclosed | No director cash bonuses disclosed |
| Performance metrics tied to director equity | None disclosed | Equity awards are service-vested RSUs |
Other Directorships & Interlocks
- Current public company directorships: None disclosed in Haase’s biography; only operating/executive roles are listed.
- Interlocks/potential conflicts: No Haase-specific related party transactions disclosed. Board-level related party exposure includes Chairman Mark Grabowski’s investment vehicle (Snapdragon Spartan Investco LP) investing ~$30M in a large XPOF franchisee (Spartan Fitness), with $10.7M of XPOF revenue from those studios in 2024.
- Additional franchisee related party context: Revenues and extraordinary studio support provided to a CycleBar franchisee linked to former COO and spouse; not linked to Haase but relevant to board oversight.
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Industry experience | Hospitality and franchising; CEO at Extended Stay America and WoodSpring; EVP at Choice Hotels |
| Education | MBA (Wharton), MS Engineering (Johns Hopkins), BS Engineering (Virginia Tech) |
| Governance credentials | Independent director; incoming Lead Independent Director; HCMC member |
Equity Ownership
| Metric | Quantity | Date/Basis |
|---|---|---|
| Class A common stock held directly | 1,874 shares | Beneficial ownership as of March 31, 2025 |
| RSUs vesting within 60 days | 7,228 units | As of March 31, 2025 |
| Total beneficial ownership (Class A + RSUs vesting ≤60 days) | 9,102 shares | “Less than 1%” ownership noted |
| Unvested director RSUs (as of Dec 31, 2024) | 4,146 units | Annual director grant (prorated) |
| Shares pledged as collateral | None noted for Haase | Pledging disclosure appears for CFO; not for Haase |
Note: The RSU counts differ across dates—4,146 unvested RSUs at 12/31/2024 vs. 7,228 RSUs vesting within 60 days as of 3/31/2025 —reflecting differing measurement dates and vesting windows.
Governance Assessment
-
Strengths
- Independence and role elevation: Independent status with planned transition to Lead Independent Director enhances board oversight, agenda control, and CEO performance review rigor.
- Committee participation: Service on HCMC aligns with his franchising/operational background; HCMC oversees executive pay, equity plan administration, and compensation philosophy.
- Engagement: Board-level meeting cadence was high in 2024 (24 board meetings; robust committee activity), and all directors met ≥75% attendance.
- Compliance signal: Haase not listed among late Section 16 filers for 2024, indicating timely ownership reporting.
-
Watch items and potential red flags
- Company investigations/restatement: 2024 restatement and ongoing SEC/U.S. Attorney investigations increased audit fees; clawback analysis found no recoupment. This elevates board oversight expectations for Audit and HCMC, including incentive-risk review.
- Related party exposure (board-level): Chairman’s Spartan SPV investment in a large franchisee with material revenue ties ($10.7M in 2024) presents a potential conflict that requires continuous Audit Committee scrutiny under the Related Person Transactions Policy.
- Capital structure and TRA: Complex Up-C structure with TRA acceleration/change-of-control features may create misaligned incentives for certain holders; board must manage liquidity and alignment implications.
- Share pledging (management): CFO has pledged 96,922 Class A shares; not directly tied to Haase, but a governance risk vector for the company’s insider alignment.
Board Governance Details (Committee Matrix)
| Committee | Role | Responsibilities |
|---|---|---|
| Audit | Not a member | Financial reporting, auditor oversight, internal controls, related party reviews, pre-approval policy |
| Human Capital Management | Member | Executive and director compensation, equity plan administration, incentive design oversight |
| Nominating & Corporate Governance | Not a member | Board evaluation, governance policies, director selection |
Director Compensation Structure (Context)
| Cash Retainers (effective July 1, 2024) | Amount ($) |
|---|---|
| Board member | 80,000 |
| Non-executive chair | 55,000 |
| Lead Independent Director | 22,000 |
| Audit chair / member | 20,000 / 12,000 |
| HCMC chair / member | 15,000 / 10,000 |
| Nominating chair / member | 12,000 / 8,000 |
| Annual equity grant (RSUs) | 110,000 grant-date value (prorated for new directors) |
Equity Ownership & Insider Filings
| Item | Haase Status | Source |
|---|---|---|
| Late Section 16 filings (2024) | Not listed among late filers | Company disclosure of late filers names excludes Haase |
| Anti-hedging | Prohibited for directors | Insider Trading Policy |
Related Party Policy and Oversight
- The Audit Committee administers the Related Person Transaction Policy; only transactions “in or not inconsistent with the Company’s best interests” may be approved. Continuous monitoring and periodic reviews are required.
- Material related-party items affecting governance context include Chairman-related franchise investments and franchisee support tied to former executives; no Haase-specific transactions are disclosed.
Governance Implications
- Elevation to Lead Independent Director signals stronger independent oversight and investor-aligned governance processes; effectiveness will hinge on rigorous risk oversight amid investigations and complex capital arrangements.
- HCMC membership positions Haase to influence pay-for-performance and equity design; absence of director performance-based compensation aligns with market practice but investors may seek clearer ownership alignment disclosures over time.
- Ongoing scrutiny of board-level related party arrangements (e.g., Spartan SPV) will be a focal point for investors assessing conflicts and board independence integrity.