Starwood 2011 Annual Report Download - page 21

The Corporate Governance and Nominating Committee considered these qualifications, his significant
experience as a director (including at many privately held companies), and his tenure with the Company in
making the determination that Mr. Hippeau should be a nominee for director of the Company.
Stephen R. Quazzo, 52, is the Chief Executive Officer and has been the Managing Director and co-founder
of Pearlmark Real Estate Partners, L.L.C., formerly known as Transwestern Investment Company, L.L.C., a real
estate principal investment firm, since March 1996. From April 1991 to March 1996, Mr. Quazzo was President
of Equity Institutional Investors, Inc., a private investment firm and a subsidiary of Equity Group Investments,
Inc. Mr. Quazzo has been a director of the Company since April 1999.
The Corporate Governance and Nominating Committee considered these qualifications, his expertise in real
estate, and his tenure with the Company in making the determination that Mr. Quazzo should be a nominee for
director of the Company.
Thomas O. Ryder, 67, retired as Chairman of the Board of The Reader’s Digest Association, Inc., a global
media and direct marketing company, 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., a wireless service provider, 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, Quad/Graphics, Inc. since September 2010, and RPX
Corporation since December 2009. In the past 5 years, Mr. Ryder has also served as a director of World Color
Press, Inc., a company acquired by Quad/Graphics, Inc. in July 2010. Mr. Ryder has been a director of the
Company since April 2001.
The Corporate Governance and Nominating Committee considered these qualifications, his financial
expertise, and his tenure with the Company in making the determination that Mr. Ryder should be a nominee for
director of the Company.
The Board of Directors unanimously recommends a vote “FOR” the election of each of these nominees.
Board Meeting, Committee Meeting and Annual Meeting Attendance
Directors are expected to attend Board of Directors meetings, meetings of committees on which they serve
and the annual meeting of stockholders. The Company encourages all directors to attend all meetings and
believes that attendance at the annual meeting is as important as attendance at meetings of the Board of Directors
and its committees. All of our incumbent directors attended the 2011 Annual Meeting of Stockholders.
During the year ended December 31, 2011, the Board of Directors held five meetings. In addition, directors
attended meetings of individual Board of Directors committees. Each incumbent director who was a member of
the Board of Directors in 2011 attended at least 75% of the meetings of the Board of Directors and the Board of
Directors committees on which he or she served.
Board Committees
The Board of Directors has established four standing committees: the Audit Committee, the Capital
Committee, the Compensation and Option Committee and the Corporate Governance and Nominating
Committee. Each of the standing committees operates pursuant to a written charter adopted by the Board, which
is available on the Company’s website at www.starwoodhotels.com/corporate/investor_relations.html. Each
committee’s principal functions 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
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