Braemar Hotels nominates slate of mostly new directors

In its fight with an activist investor, Braemar Hotels & Resort (BHR) nominated a slate of eight candidates that seeks to replace all but one director on its board — its CEO, the company said Monday.

"The company’s slate brings together decades of public company board leadership, lodging and REIT investment, capital markets, and audit expertise, assembled at a pivotal moment to position Braemar for its next chapter as a self-managed company," the company said in a statement.

Every incumbent director tied to the legacy Ashford relationship is stepping aside, clearing the way for the new board, it added. The new board, once elected, will select an independent chairman.

The eight candidates are:

• Craig A. Barbarosh was formerly a senior managing director of CommonWealth Partners, an $8B real estate investment firm. He has served on Sabra Health Care REIT's (SBRA) board since 2010.
• Kevin Covey is the founder and managing partner of GrayStreet Partners, a real estate and private credit investment firm.
• Stephen Haggerty has held senior real estate, development, and capital strategy roles at Marriott and Hyatt.
• Daniel J. Hirsch has co-led the real estate group at Farallon Capital and has served on Macerich's (MAC) board since 2018.
• Kevin M. Luebbers is a former chief financial officer of RFS Hotel Investors, a public hotel REIT, and has served as senior vice president at Hilton Hotels before founding hotel investment firm VIC Partners.
• Gail P. Steinel has been a trustee of Federal Realty Investment Trust (FRT) since 2006.
• Richard Stockton, CEO of Braemar since 2016 and formerly worked at Morgan Stanley (MS) for more than 15 years, and
• Stephen W. Theriot, former CFO of Vornado Realty Trust (VNO), who led the spinoff of JBG Smith Properties (JBGS).

Braemar's (BHR) largest shareholder, Al Shams Investments, has accused the REIT's management of self-dealing in a series of deals, including the spinoff of its management arm. The company is now a self-managed REIT.

"Following the termination of the Ashford advisory agreement, Braemar will have a refreshed board that is independent, highly qualified, and focused on maximizing value for all stockholders," Stockton said.