ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors consists of five members, four of whom are Independent
Directors, persons who are not officers or employees of the Company, affiliates
of officers or employees of the Company or affiliates of any advisor to the
Company under an advisory agreement, any lessee or contract manager of any hotel
of the Company, any of its subsidiaries, or any partnership which is an
affiliate of the Company (each such person, an "Independent Director"). The
Board of Directors is divided into three classes serving staggered three-year
terms. The Company has
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five executive officers and six other professional and appropriate support
staff. Certain information regarding the directors and executive officers of the
Company is set forth below.
Class/Term
Name Position Age Expiration
-------------------------------- ------------------------------------------- ------------- --------------------
Steven D. Jorns Chairman of the Board, Chief Executive 49 Class I / 2000
Officer and President
Bruce G. Wiles Executive Vice President 46 --
Kenneth E. Barr Executive Vice President, Chief 49 --
Financial Officer, Secretary and
Treasurer
Russ C. Valentine Senior Vice President Acquisitions 51 --
John P. Buza Senior Vice President/Asset Manager 36 --
H. Cabot Lodge Independent Director 41 Class II / 1998
James R. Worms Independent Director 51 Class II / 1998
James McCurry Independent Director 48 Class III / 1999
Kent R. Hance Independent Director 54 Class III / 1999
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Steven D. Jorns became the Chairman of the Board, Chief Executive Officer and
President of the Company in April 1996. Mr. Jorns is the founder of and has
served since its formation in 1981 as Chairman of the Board, Chief Executive
Officer and President of AGHI. Prior to forming AGHI, Mr. Jorns spent seven
years with an affiliate of General Growth Companies overseeing that company's
hotel portfolio. Prior to that, Mr. Jorns was associated with Hospitality Motor
Inns, a division of Standard Oil of Ohio, and held marketing positions with
Holiday Inns, Inc. Mr. Jorns is a graduate of Oklahoma State University with a
degree in Hotel and Restaurant Administration. He has been honored by that
University as one of its distinguished alumni. He has served on the Hotel and
Restaurant Advisory Boards for two universities and was selected by Lodging
Hospitality Magazine as a "Rising Star" of the Industry in 1992.
Bruce G. Wiles became an Executive Vice President of the Company in April
1996. Mr. Wiles has served since 1989 as an Executive Vice President of AGHI,
where he is responsible for AGHI's acquisition and development activities. Mr.
Wiles has more than fourteen years of experience in the hospitality industry.
Prior to joining AGHI in 1989, Mr. Wiles was a Senior Vice President for
Integra, a Dallas-based NYSE hotel management and restaurant company. At
Integra, his duties included evaluating hotel acquisitions and overseeing real
estate development, as well as the acquisition and negotiation of all real
estate based financing. Prior to joining Integra in 1986, Mr. Wiles was a
founder and President of Bruce G. Wiles and Associates, Ltd., a Honolulu-based
real estate syndicator and developer of condominiums and commercial space. Mr.
Wiles was also previously associated with KPMG Peat Marwick and Grant Thornton,
serving the real estate development and lending industries. Mr. Wiles graduated
Summa Cum Laude from Georgetown University and became a Certified Public
Accountant in 1973.
Kenneth E. Barr became an Executive Vice President, Chief Financial Officer,
Secretary and Treasurer of the Company in April 1996. Mr. Barr has served since
1994 as a Senior Vice President of AGHI, where he directs the Accounting and
Finance Department. At AGHI, Mr. Barr is responsible for financial management
and controllership functions, including financial, accounting and reporting,
management information systems, risk management, internal audits, treasury
activities, and training functions. Prior to joining AGHI, Mr. Barr held a
senior financial position with Richfield Hotel Management, Inc., a national
hotel management company. Prior to joining Richfield Hotel Management, Inc. in
1991, Mr. Barr served as the partner in charge of the audit practice of
Laventhol & Horwath in Dallas and was also a member of that firm's National
Audit Advisory Board. Mr. Barr holds a Bachelor of Business Administration from
the University of Oklahoma. He is a Certified Public Accountant in Texas,
Oklahoma and Puerto Rico.
Russ C. Valentine became Senior Vice-President-Acquisitions of the Company in
April 1996. Mr. Valentine has served since 1990 as a Senior Vice
President-Acquisitions of AGHI. Prior to joining AGHI, Mr. Valentine was a
Principal with Laventhol & Horwath, in charge of the firm's Dallas and Southwest
Real Estate and
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Hospitality Consulting Practice. Prior to joining Laventhol & Horwath in January
1983, Mr. Valentine was a Senior Vice President-Acquisitions for Prime Financial
Partnership, L.P., a real estate and development company listed on the American
Stock Exchange. Mr. Valentine's responsibilities with Prime Financial included
acquisition, negotiation and financing of hotel and other real estate
investments, Mr. Valentine received his Master of Business Administration degree
from the School of Hotel, Restaurant and Institutional Management at Michigan
State University. He also earned a Master of Arts degree from Wayne State
University and a Bachelor of Arts degree from Louisiana State University.
John P. Buza became Senior Vice-President and Asset Manager of the Company in
January 1998. Mr. Buza joined the Company after spending the last 11 years with
Salomon Brothers, Inc where he served as Director and was responsible for all of
the Salomon Brothers, Inc. investments. Mr. Buza has 10 years of real estate
experience and has spent portions of the last six years working in the hotel
industry. Mr. Buza was directly responsible for the financial restructuring,
financing and renovation of Salomon's hotel portfolio and the construction and
sale of the Courtyard by Marriott Durham in Durham, North Carolina which was
recently purchased by the Company. Mr. Buza has been a member of the Board of
Directors of Hudson Hotels Corporation since November 1996, as well as, a member
of two Advisory Committees for certain real estate joint venture funds for
Trammell Crow. Prior to Salomon Brothers, Inc. Mr. Buza worked for Touche Ross
& Co. Mr. Buza is a Certified Public Accountant and is a member of the New
Jersey State Society of CPA's. He holds a Bachelor of Arts degree in
Accounting/Business Administration from Muhlenberg College.
H. Cabot Lodge III became a director of the Company in July 1996. Mr. Lodge
is a co-founder and has served since October 1995 as Chairman of the Board of
Superconducting Core Technologies, Inc., a wireless telecommunications equipment
manufacturer. From August 1983 to August 1995, he was a Managing Director and
Executive Vice President of W.P. Carey & Co., a New York real estate investment
bank that specializes in long term net-leases with corporations and manages in
excess of $1.5 billion in assets, nine real estate public limited partnerships
and three real estate investment trusts. Mr. Lodge also is a principal of
Carmel Lodge, LLC, a New York based merchant bank. Mr. Lodge earned a Bachelor
of Arts degree from Harvard College and a Masters of Business Administration
degree from the Harvard Business School. He is a member of the Board of
Directors of TelAmerica Media, Inc., High Voltage Engineering Corp., and
Monument Realty.
James R. Worms became a director of the Company in July 1996. Mr. Worms has
served since August 1995 as a Managing Director of William E. Simon & Sons
L.L.C., a private investment firm and merchant bank and President of William E.
Simon & Sons Realty, through which the firm conducts its real estate activities.
Prior to joining William E. Simon & Sons, Mr. Worms was employed since March
1987 by Salomon Brothers Inc, an international investment banking firm, most
recently as a Managing Director. Mr. Worms received a Bachelor of Arts degree
from the University of California, Los Angeles, a Masters of Business
Administration from the University of California at Los Angeles' Anderson School
of Business, and a Juris Doctor degree from the Hastings College of Law.
James B. McCurry became a director of the Company in July 1996. Mr. McCurry
served from December 1994 through December 1996 as Chief Executive Officer of
NeoStar Retail Group, Inc. ("NeoStar"), a specialty retailer of consumer
software. NeoStar filed a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code in September 1996. Currently, Mr. McCurry is a partner at Bain
& Company, an international management consulting firm specializing in corporate
strategy. From April 1983 to December 1994, Mr. McCurry was the Chairman of
Babbage's Inc., a consumer software retailer, which merged with Software Etc.
Stores, Inc. in December of 1994 to form NeoStar. Mr. McCurry received a
Masters of Business Administration with High Distinction from Harvard Business
School and a Bachelor of Arts with High Honors from the University of Florida.
He is a member of the Board of Directors of Pacific Sunwear of California, Inc.
Kent R. Hance became a director of the Company in July 1996. Mr. Hance has
been since 1994 a law partner in the firm Hance, Scarborough, Woodward &
Weisbart, L.L.P., Austin, Texas, and from 1991 to 1994 he was a law partner in
the firm of Hance and Gamble. From 1985 to 1987, Mr. Hance was a law partner
with Boyd, Viegal and Hance. Mr. Hance served as a member of the Texas Railroad
Commission from 1987 until 1991 and as its Chairman from 1989 until 1991. From
1979 to 1985, he served as a member of the United States Congress. Mr. Hance
served as a State Senator in the State of Texas from 1975 to 1979 and was a
professor of business law at
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Texas Tech University from 1969 to 1973. Mr. Hance earned a Bachelor of Business
Administration degree from Texas Tech University and a Juris Doctor degree from
the University of Texas Law School.
BOARD OF DIRECTORS AND COMMITTEES
The Company is managed by a five-member Board of Directors, a majority of whom
are Independent Directors. The Board of Directors has an Audit Committee, a
Compensation Committee and a Leasing Committee.
Audit Committee. The Audit Committee consists of Messrs. Hance and McCurry.
The Audit Committee makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the plans and results of the audit engagement, approves professional services
provided by the independent public accountants, reviews the independence of the
independent public accountants, considers the range of audit and non-audit fees,
and reviews the adequacy of the Company's internal accounting controls.
Compensation Committee. The Compensation Committee consists of Messrs. Hance
and Worms. The Compensation Committee determines compensation of the Company's
executive officers and administers the Company's 1996 Stock Incentive Plan.
Leasing Committee. The Leasing Committee consists of Messrs. Lodge and Worms.
The Leasing Committee reviews not less frequently than annually the Lessees'
compliance with the terms of the Participating Leases and reviews and approves
the terms of any new leases between the Company and the Lessees.
The Company may from time to time form other committees as circumstances
warrant. Such committees will have authority and responsibility as delegated by
the Board of Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
AGH's Compensation Committee during 1997 consisted of Messrs, Hance and Worms,
neither of whom was, prior to or during 1997, and officer or employee of the
Company. Neither of such persons had any relationships requiring disclosure
under applicable rules and regulations.
COMPENSATION OF DIRECTORS
Each director who is not an employee of AGH will be paid an annual fee of
$17,000. In addition, each such director will be paid $750 for attendance at
each meeting of the AGH Board and $500 for attendance at each meeting of a
committee of the AGH Board of which such director is a member. The annual
retainer fee will be paid to such directors 50% in cash and 50% in shares of AGH
Common Stock. Meeting fees will be paid in cash. Directors who are employees of
AGH will not receive any fees for their services on the AGH Board or a committee
thereof. In addition, AGH will reimburse directors for their out-of-pocket
expenses incurred in connection with their service on the AGH Board.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act of 1934, as amended ("Section 16(a)"),
requires the Company's executive officers and directors and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities (collectively, "Section 16 reporting persons"), to file with the SEC
initial reports of ownership and reports of changes in ownership of common stock
or other equity securities of the Company. Section 16 reporting persons are
required by the SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
report furnished to the Company and on written representations that no other
reports were required, during the fiscal year ended December 31, 1997, the
Section 16 reporting persons complied with all Section 16(a) requirements
applicable to them except that Mr. Jorns inadvertently failed to file a Form 4
with the SEC with respect to one acquisition of Class B OP Units by an entity
which he owns by indirect interest in connection with the Company's acquisition
of the Courtyard by Marriott Durham. Mr. Jorns reported that acquisition of
Class B OP Units on a Form 5 filed on a timely basis with the SEC. All such
other filings have been made.
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