ACTON, Ontario, March 05, 2026 (GLOBE NEWSWIRE) -- Brancous LP1, a shareholder of Braemar Hotels & Resorts, today announced that it has delivered a formal letter to the Company’s Board of Directors raising concerns regarding governance practices and calling for the immediate prioritization of renegotiating the Company’s advisory agreement before pursuing potential asset sales.
The full letter, titled “Letter to the Board — March 5, 2026,” is available at the Brancous website under the Letters section:
https://brancous.com/letters
The letter follows recent company disclosures indicating that the previously discussed potential sale of the Company as a whole appears not to have progressed, and that the Company has engaged advisors to explore potential sales of individual hotel properties or groups of assets.
According to Brancous LP1, these developments occur at a critical moment as the Company approaches the renewal period of its advisory agreement — an agreement that directly determines the economic assumptions underlying the termination framework referenced in the Company’s public disclosures.
“Renegotiating the advisory agreement before pursuing asset sales is critical,” said Alejandro Malbran, Managing Partner of Brancous LP1. “Selling assets before renegotiating the advisory structure risks locking shareholders into termination economics that may not reflect the advisory framework once that agreement is renewed.”
Questions regarding termination framework assumptions
In its letter, Brancous LP1 raises questions regarding the analytical basis of the termination framework referenced in company filings.
Public disclosures reference an advisory fee base of approximately $30 million annually used in connection with the termination calculation. However, Brancous LP1 believes that the composition of these figures may include reimbursement-related payments reflected in the Company’s financial statements.
According to Brancous LP1, reconciling the advisory fee base against the Company’s audited disclosures may materially affect the economic assumptions underlying the termination framework.
Brancous LP1 believes shareholders would benefit from greater transparency regarding the analytical basis used by the Board and its advisors, including the treatment of reimbursements and other pass-through expenses.
Governance questions involving board leadership
The shareholder letter also highlights governance questions involving Stephanie Carter, who currently serves as Lead Independent Director.
Public filings show that Carter received more shareholder votes against than in favor in each of the Company’s last two director elections, after which she tendered her resignation pursuant to company governance policies. In both instances, the Board declined to accept her resignation.
“Shareholders rarely vote against directors in two consecutive elections,” Malbran said. “When that happens and the director continues serving in a leadership role on the board, investors understandably ask whether shareholder signals are being taken seriously.”
The governance questions were further amplified by disclosures in a recent Form 8-K regarding the resignation of Babak Ghassemieh. In correspondence included in that filing, Ghassemieh described circumstances relating to his participation on the board and its committees.
Brancous LP1 noted that the absence of committee participation by a director closely associated with shareholder concerns raises questions regarding how independent oversight is functioning within the board structure.
Carter currently also serves on the boards of Wheeler Real Estate Investment Trust and Axos Financial.
Questions regarding affiliated compensation and director independence
The letter also highlights compensation arrangements benefiting employees associated with affiliated service providers, including personnel connected to Remington Hospitality and Premier Project Management.
According to Brancous LP1, such arrangements are unusual in hotel REIT ownership structures where operators are typically compensated through contractual management agreements rather than equity or deferred compensation awards tied to the REIT’s performance.
Brancous LP1 also raised questions regarding the independence considerations surrounding the appointment of Kellie Sirna.
Company filings indicate that Sirna’s firm previously received payments associated with services connected to the Company’s advisory ecosystem totaling approximately $336,547, which were subsequently refunded following her appointment to the board.
Brancous LP1 stated that shareholders would benefit from greater clarity regarding how the Board evaluated independence standards in connection with this appointment.
About Brancous LP1
Brancous LP1 is an investment partnership focused on special situations and shareholder-value opportunities.
Notice
This press release reflects the opinions of Brancous LP1 regarding Braemar Hotels & Resorts and its governance and strategic direction and is based on publicly available information.
This press release is provided for informational purposes only and does not constitute a solicitation of proxies, votes, or consents with respect to any securities of the Company.
Press inquiries
Alejandro Malbran
amalbran [at] brancous.com
