Starwood 2010 Annual Report Download - page 23

Thomas O. Ryder, 66, 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 Quad/Graphics, Inc. since July 2010.
Quad/Graphics, Inc. acquired World Color Press, Inc. in July 2010; Mr. Ryder was a director of World Color Press,
Inc. from July 2009 to July 2010. 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, 55, 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 the 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. Youngblood 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 six meetings during 2010. 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
Nominating 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. Daley
(chairperson), Aron, Clarke 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 Meessrs. Daley, Ryder and Aron are an “audit committee financial expert” under federal securities laws. The
Board has adopted a written charter for the Audit Committee which states that the Audit Committee provides
oversight regarding accounting, auditing and financial reporting practices of the Company. The Audit Committee
selects and engages the Company’s independent registered public accounting firm to audit the Company’s annual
consolidated financial statements and discusses with it the scope and results of the 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 2010.
Capital Committee. The Capital Committee is currently comprised of Mr. Quazzo (chairperson),
Ms. Galbreath and Messrs. Hippeau and Ryder, all of whom are “independent” Directors, as determined by the
Board in accordance with the NYSE listing requirements. 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 four times during 2010.
11