Starwood 2009 Annual Report Download - page 19

Thomas O. Ryder, 65, retired as Chairman of the Board of The Reader’s Digest Association, Inc. in January
2007, a position he had held since January 1, 2006. Mr. Ryder was Chairman of the Board and Chief Executive
Officer of that company from April 1998 through December 31, 2005. In addition, Mr. Ryder was Chairman of the
Board and Chairman of the Audit Committee of Virgin Mobile USA, Inc. from October 2007 to November 2009.
Mr. Ryder was President, American Express Travel Related Services International, a division of American Express
Company, which provides travel, financial and network services, from October 1995 to April 1998. In addition, he
has been a director of Amazon.com, Inc. since November 2002, and World Color Press, Inc. since July 2009.
Mr. Ryder has been a Director of the Company, and was a Trustee of the Trust, since April 2001.
The Corporate Governance and Nominating Committee considered these qualifications, his financial exper-
tise, and his tenure with the Company in making the determination that Mr. Ryder should be a nominee for director
of the Company.
Kneeland C. Youngblood, 54, is a founding partner of Pharos Capital Group, L.L.C., a private equity fund
focused on technology companies, business service companies and health care companies, since January 1998.
From July 1985 to December 1997, he was in private medical practice. He is former Chairman of the Board of the
American Beacon Funds, a mutual fund company managed by AMR Investments, an investment affiliate of
American Airlines. He has also been a director of Burger King Holdings, Inc. since October 2004; The Gap, Inc.
since November 2006; and Energy Future Holdings (formerly TXU Corp.) since October 2007. Mr. Youngblood has
been a Director of the Company, and was a Trustee of the Trust, since April 2001.
The Corporate Governance and Nominating Committee considered these qualifications, his experience as a
director of large public companies, and his tenure with the Company in making the determination that Mr. Young-
blood should be a nominee for director of the Company.
The Board unanimously recommends a vote FOR election of these nominees.
Board Meetings and Committees
The Board of Directors held ten meetings during 2009. In addition to meetings of the full Board, Directors
attended meetings of individual Board committees. Each Director attended at least 75% of the total number of
meetings of the full Board and committees on which he or she serves.
The Board has established Audit, Capital, Compensation and Option and Corporate Governance and Nom-
inating Committees, the principal functions of which are described below:
Audit Committee. The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is currently comprised of Messrs. Ryder
(chairperson), Aron, Clarke, Daley and Youngblood, all of whom are “independent” Directors, as determined by the
Board in accordance with the NYSE listing requirements and applicable federal securities laws. The Board has
determined that each of Messrs. Ryder and Daley is an “audit committee financial expert” under federal securities laws
and has adopted a written charter for the Audit Committee. The Audit Committee provides oversight regarding
accounting, auditing and financial reporting practices of the Company. The Audit Committee selects and engages the
independent registered public accounting firm to serve as auditors with whom it discusses the scope and results of their
audit. The Audit Committee also discusses with the independent registered public accounting firm, and with
management, financial accounting and reporting principles, policies and practices and the adequacy of the Company’s
accounting, financial, operating and disclosure controls. The Audit Committee met nine times during 2009.
Capital Committee. The Capital Committee is currently comprised of Ms. Galbreath (chairperson), and
Messrs. Clarke, Hippeau and Quazzo. The Capital Committee was established in November 2005 to exercise some
of the power of the Board relating to, among other things, capital plans and needs, mergers and acquisitions,
divestitures and other significant corporate opportunities between meetings of the Board. The Capital Committee
met seven times during 2009.
Compensation and Option Committee. Under the terms of its charter, the Compensation and Option
Committee (the “Compensation Committee”) is required to consist of three or more members of the Board of
Directors who meet the independence requirements of the NYSE, are “non-employee directors” pursuant to SEC
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