Shareholder Questions Braemar Governance
Activist investor Brancous LP1 is publicly questioning the corporate governance at Braemar. The challenge comes after the company's Lead Independent Director, who has been rejected by shareholders twice, remains in the role.
## Shareholder Questions Braemar Governance At Braemar's December 17, 2024, annual meeting, a majority of shareholders voted against the re-election of three directors, including Lead Independent Director Stefani Carter, who received 34.1 million votes against her. This marked the second consecutive election in which Carter was rejected by shareholders. In accordance with the company's governance guidelines, all three directors who failed to receive majority support tendered their resignations to the board. However, the board opted to reject the resignations of Carter, Monty J. Bennett, and Matthew D. Rinaldi, allowing them to remain in their positions. The decision to retain the rejected directors has drawn public criticism from activist investor Brancous LP1. The firm argues that the board's action "blatantly disregards the will of shareholders" and "undermines shareholder democracy." Brancous LP1's concerns extend beyond the director elections to the advisory agreement with Ashford Inc., which they claim has "drained shareholder value." The investor has indicated that if the board continues to ignore shareholder sentiment, they are prepared to initiate a proxy battle at the next annual general meeting and will push for a vote to terminate the management agreement. The public questioning of Braemar's governance was further intensified by the earlier resignation of director Babak Ghassemieh. Correspondence included in a company Form 8-K filing revealed Ghassemieh's concerns regarding his participation on the board and its committees, raising further questions about independent oversight. This is not the first time Brancous LP1 has legally challenged Braemar. In December 2025, the investment firm filed a motion for a temporary restraining order and preliminary injunction related to the rejection of its director nominations, though the court ultimately denied the motion.
