{"url_path":"/sec/iht/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","accession_number":"0001493152-26-024361","cik":"0000082473","ticker":"IHT","issuer_name":"INNSUITES HOSPITALITY TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","primary_entity_key":"0000082473","primary_entity_name":"INNSUITES HOSPITALITY TRUST"},"word_count":3058,"has_tables":true,"body_markdown":"Item\n10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE\n\n \n\n**Trustees\nand Executive Officers**\n\n \n\nThe\nfollowing table sets forth information about our Trustees and executive officers. The information concerning our Trustees and executive\nofficers set forth below is based in part on information received from the respective Trustees and executive officers and in part on\nour records. The information below sets forth the name, age, term of office, outside directorships and principal business experience\nfor each Trustee and executive officer of the Trust and includes the specific experience, qualifications, attributes, and skills that\nled to the conclusion that each Trustee should serve on our Board of Trustees, in light of the Trust’s business and structure.\n\n \n\n46\n\n \n\n \n\n**Name**\n \n**Principal\nOccupations During Past Five Years, Age as of May 15, 2026 and Directorships Held**\n \n**Trustee\nSince**\n\n \n \n \n \n \n\n**Trustee\nWhose Term Expires in 2026**\n\n \n \n\n \n \n \n \n \n\n**Steven\nS. Robson (1)(2)(3)(6)**\n\n \n\n \n\nOwner\nof Scott Homes, residential real estate developers. Age: 69.\n\n \n\nMr.\nRobson has strategic leadership and residential real estate development experience as well as experience in negotiating complex transactions\nand maintaining mission, vision and values. In addition, Mr. Robson has served on our Board for more than 26 years.\n\n \nJune\n16, 1998\n\n** **\n\n**Trustees\nWhose Terms Expire in 2027**\n\n \n\n**Marc\nE. Berg**\n \n\nVice\nChairman, Executive Vice President, Secretary and Treasurer of the Trust since January 30,\n1998. Vice President – Acquisitions and Dispositions of the Trust since December 16,\n1998. Mr. Berg was also recently elected Vice Chairman, Executive Vice President, and Secretary/Treasurer\nof UniGen Power, Inc., an IHT diversification investment.\n\n \n\nPrior\nto InnSuites, Mr. Berg was a wealth manager at Valley National Bank where his portfolio consisted of over half a billion dollars\nin equities, bonds and fixed income securities. Mr. Berg also worked at Young, Smith and Peacock, an investment banking firm, in\npublic finance.\n\n \n\nMr.\nBerg has been qualified as a Registered Investment Advisor with the SEC and holds both an MBA (Finance) degree from the WP Carey\nBusiness School at Arizona State University as well as a Masters in International Management from the Thunderbird Graduate School\nof International Management. His undergraduate degree was a BSBA from American University in Washington, D.C.\n\n \n\nMr.\nBerg has in-depth familiarity with the operations of the Trust and extensive experience in property acquisitions and dispositions. In\naddition, Mr. Berg has served on our Board for over 28 years. Age: 74.\n\n \nJanuary\n30, 1998\n\n \n \n \n \n \n\n**Michael\nG. Marchi (1)(2)(3)(5)**\n \n\nPartner\nwith CEO Coaching International, working with world leading CEO’s. Business experience\nincludes President Kohler Kitchen and Bath Americas, President/CEO of Grohe Americas, COO\nAmerican Standard, Kohler Supply Chain Director, Senior Vice President of Citibank. 17 years\nwith four General Electric divisions.\n\n \n\nEducation\nMBA DePaul University. BS Economics and Marketing Elmhurst University. Harvard Business School GE Managerial Development Program.\n\n \n\nFormer\nDirector Uponor, public Nasdaq. Age: 66.\n\n \nJune\n19, 2024\n\n \n\n**Trustees\nWhose Terms Expire in 2028**\n\n \n\n**James\nF. Wirth**\n \n\nChairman\nand Chief Executive Officer of the Trust since January 30, 1998, also serving as President\nof the Trust from 1998 to 2012, and since 2016. Manager and primary owner (together with\nhis family affiliates) of Rare Earth Financial, L.L.C. and affiliated entities, owners and\noperators of hotels, since 1980. Age: 80.\n\n \n\nMr.\nWirth has significant real estate and hotel industry experience, including Division President of Ramada Hotels, Inc., and extensive\nexperience with the Trust. He holds a B.S. in Economics and Mathematics with distinction from the University of Arizona, Eller School\nof Business. He holds an MSIA/MBA degree from Carnegie Mellon University, Tepper School of Business as a Mellon Fellow. Mr. Wirth\nhas a significant investment in our Shares, which we believe provides him with a strong incentive to advance shareholder interests.\nIn addition, Mr. Wirth has served on our Board for more than 28 years.\n\n \n\nMr.\nWirth was also recently elected Chairman, President, and CEO of UniGen Power, Inc., the IHT diversification investment.\n\n \nJanuary\n30, 1998\n\n \n \n \n \n \n\n**Leslie\n(Les) T. Kutasi (1)(2)(3)(4)**\n \n\nChairman\nof the Audit Committee, as well as Founder and President of Trend-Tex International, a multi-line\ntextile sales and marketing company. In 1996, Mr. Kutasi founded Pacesetter Fabrics, LLC,\na start-up textile importer and converter, and served as its Chief Executive Officer until\n2000. Prior to that, he served as President of California Textile Sales from 1990 to 1996.\nMr. Kutasi has been a member of Young Presidents Organization Inc. (Arizona) since 2006.\nAge: 74.\n\n \n\nMr.\nKutasi has more than 35 years of residential real estate and investment experience that is valuable to our Board.\n\n \nJanuary\n31, 2013\n\n \n\n1\nMember of the Audit Committee.\n\n2\nMember of the Compensation Committee.\n\n3\nMember of the Governance and Nominating Committee.\n\n4\nChair of the Audit Committee.\n\n5\nChair of the Compensation Committee.\n\n6\nChair of the Governance and Nominating Committee.\n\n \n\n47\n\n \n\n \n\n**Other\nExecutive Officers**\n\n \n\nSylvin\nLange\n\n \n\nChief\nFinancial Officer, and Principal Accounting Officer of the Trust since 2020. Mr. Lange served\nas an Independent Consultant until becoming CFO.\n\n \n\nFor\nthe years prior to joining the Trust in 2020, Mr. Lange was an Independent Consultant providing Financial Analysis, Auditing, Tax\nAssistance and Advice, Regulatory Supervision, Financial Reporting Guidance, and Overall Accounting Direction; providing overall\nfinancial and operational consulting and support, to a variety of business enterprises. He has over 25 years of experience in finance,\naccounting, tax, auditing, and management.\n\n \n\nMr.\nLange holds a bachelor’s degree in Business Administration with a Concentration in Accounting from California State University.\nHe has served in steadily increasing roles of responsibility, including within the leadership and management teams at both US Airways,\nand JDA Software previously. Age: 53.\n\n \n\nWe\nrequest that all of our Trustees attend our Annual Meetings of Shareholders. Board attendance was high, for each of the meetings held\nby the Board of Trustees and the Committees during Fiscal Year 2025. In addition, the independent Trustees are required to meet at least\nannually in executive session without the presence of non-independent Trustees and management.\n\n \n\n**Trustee\nNominations and Qualifications**\n\n \n\nThe\nGovernance and Nominating Committee expects to identify nominees to serve as our Trustees primarily by accepting and considering the\nsuggestions and nominee recommendations made by members of the Board of Trustees and our management and shareholders. Nominees for Trustees\nare evaluated based on their character, judgment, independence, financial or business acumen, diversity of experience, ability to represent\nand act on behalf of all of our shareholders, and the needs of the Board of Trustees. In accordance with its charter, the Governance\nand Nominating Committee discusses diversity of experience as one of many factors in identifying nominees for Trustee, but does not have\na policy of assessing diversity with respect to any particular qualities or attributes. All of the current Trustees are men, due to the\ndeparture of two women during fiscal 2019. The Governance and Nominating Committee has not identified any specific attributes that the\nCommittee would desire to diversify on the Board. In general, before evaluating any nominee, the Governance and Nominating Committee\nfirst determines the need for additional Trustees to fill vacancies or expand the size of the Board of Trustees and the likelihood that\na nominee can satisfy the evaluation criteria. The Governance and Nominating Committee would expect to re-nominate incumbent Trustees\nwho have served well on the Board of Trustees and express an interest in continuing to serve. Our Board of Trustees is satisfied that\nthe backgrounds and qualifications of our Trustees, considered as a group, provide a mix of experience, knowledge and abilities that\nallows our Board to fulfill its responsibilities.\n\n \n\nThe\nGovernance and Nominating Committee will consider shareholder recommendations for Trustee nominees. A shareholder who wishes to suggest\na Trustee nominee for consideration by the Governance and Nominating Committee should send a resume of the nominee’s business experience\nand background to Mr. Michael Marchi, Chairperson of the Governance and Nominating Committee, InnSuites Hospitality Trust, 1730 E. Northern\nAvenue, Suite 122, Phoenix, Arizona 85020. The mailing envelope and letter must contain a clear notation indicating that the enclosed\nletter is a “Shareholder-Board of Trustees Nominee.”\n\n \n\n**Leadership\nStructure of the Board of Trustees**\n\n \n\nMr.\nWirth, our Chief Executive Officer, currently serves as Chairman of the Board. Our Second Amended and Restated Declaration of Trust,\nas amended, provides that the Trustees shall annually elect a Chairman who shall be the principal officer of the Trust. Mr. Wirth has\nserved as Chairman of our Board of Trustees and our Chief Executive Officer since January 30, 1998. Our Board of Trustees has determined\nthat the Trust has been well-served by this structure of combined Chairman and Chief Executive Officer positions and that this structure\nfacilitates strong and clear leadership, with a single person setting the tone of the organization and having the ultimate responsibility\nfor all of the Trust’s operating and strategic functions, thus providing unified leadership and direction for the Board of Trustees\nand the Trust’s executive management. Our Chairman also has a significant investment in our Shares, which we believe provides him\nwith a strong incentive to advance shareholder interests.\n\n \n\n48\n\n \n\n \n\nThe\nTrust does not have a lead independent Trustee but receives strong leadership from all of its members. Our Board Committees consist of\nonly independent members, and our independent Trustees meet at least annually in executive session without the presence of non-independent\nTrustees and management. In addition, our Trustees take active and substantial roles in the activities of our Board of Trustees at the\nfull Board meetings. Our Trustees are able to propose items for Board meeting agendas, and the Board’s meetings include time for\ndiscussion of items not on the formal agenda. Our Board believes that this open structure, as compared to a system in which there is\na designated lead independent trustee, facilitates a greater sense of responsibility among our Trustees and facilitates active and effective\noversight by the independent Trustees of the Trust’s operations and strategic initiatives, including any risks.\n\n \n\n**The\nBoard’s Role in Risk Oversight**\n\n \n\nOur\nmanagement devotes significant attention to risk management, and our Board of Trustees is engaged in the oversight of this activity,\nboth at the full Board and at the Board Committee level. The Board’s role in risk oversight does not affect the Board’s leadership\nstructure. However, our Board’s leadership structure supports such risk oversight by combining the Chairman position with the Chief\nExecutive Officer position (the person with primary corporate responsibility for risk management).\n\n \n\nOur\nBoard’s role in the Trust’s risk oversight process includes receiving reports from members of senior management on areas\nof material risk to the Trust, including operational, financial, legal, and regulatory and strategic risks. The Board of Trustees requires\nmanagement to report to the full Board (or an appropriate Committee) on a variety of matters at regular meetings of the Board and on\nan as-needed basis, including the performance and operations of the Trust and other matters relating to risk management. The Audit Committee\nalso receives regular reports from the Trust’s independent registered public accounting firm on internal control and financial\nreporting matters. In addition, pursuant to its charter, the Audit Committee is tasked with reviewing with the Trust’s counsel\nmajor litigation risks as well as compliance with applicable laws and regulations, discussing with management its procedures for monitoring\ncompliance with the Trust’s code of conduct, and discussing significant financial risk exposures and the steps management has taken\nto monitor, control and report such exposures. These reviews are conducted in conjunction with the Board’s risk oversight function\nand enable the Board to review and assess any material risks facing the Trust.\n\n \n\nOur\nBoard also works to oversee risk through its consideration and authorization of significant matters, such as major strategic, operational,\nand financial initiatives and its oversight of management’s implementation of those initiatives. The Board periodically reviews\nwith management its strategies, techniques, policies, and procedures designed to manage these risks. Under the overall supervision of\nour Board, management has implemented a variety of processes, procedures, and controls to address these risks.\n\n \n\n**Communications\nwith the Board of Trustees**\n\n \n\nShareholders\nand other interested parties who wish to communicate with the Board of Trustees or any individual member thereof may do so by writing\nto the Secretary, InnSuites Hospitality Trust, 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020. The mailing envelope and letter\nmust contain a clear notation indicating that the enclosed letter is an “Interested Party-Board of Trustees Communication.”\nThe Secretary will review all such correspondence and regularly forward to the Board of Trustees a log and summary of all such correspondence\nand copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Trustees or Committees\nthereof or that he otherwise determines requires their attention. Trustees may at any time review a log of all correspondence received\nby us that is addressed to members of the Board of Trustees and request copies of any such correspondence. Concerns relating to accounting,\ninternal controls or auditing matters are immediately brought to the attention of our accounting department and handled in accordance\nwith procedures established by the Audit Committee for such matters.\n\n \n\n49\n\n \n\n \n\n**Date\nof 2026 Annual Meeting of Shareholders and Shareholder Proposals**\n\n \n\nWe\nexpect that the 2026 Annual Meeting will tentatively be held on August 12, 2026. Therefore, the deadline for submitting shareholder proposals\nfor inclusion in our proxy statement and form of proxy for the 2026 Annual Meeting will be on or before July 1, 2026, which we believe\nis a reasonable deadline for submission before we begin the printing and mailing of our proxy materials for the 2026 Annual Meeting.\nA shareholder who wishes to present a proposal at the 2026 Annual Meeting but does not wish to have that proposal included in our proxy\nstatement and form of proxy relating to that meeting, will need to notify us of the proposal before July 1, 2026. When the final date\nfor the 2026 Annual Meeting is set, we will announce updated shareholder proposal deadlines. If notice of the proposal is not received\nby us by that date, then the proposal will be deemed untimely, and we will have the right to exercise discretionary voting authority\nand vote proxies returned to us with respect to that proposal.\n\n \n\nShareholders\nshould submit their proposals to InnSuites Hospitality Trust, 1730 E. Northern Avenue, Suite 122, Phoenix, Arizona 85020, Attention:\nMr. Marc Berg, Secretary.\n\n \n\n**Audit\nCommittee Information and Audit Committee Financial Expert**\n\n \n\nThe\nAudit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent auditors,\nincluding reviewing the scope and results of audit and non-audit services. The Audit Committee also reviews internal accounting controls\nand assesses the independence of our auditors. In addition, the Audit Committee has established procedures for the receipt, retention\nand treatment of any complaints received by us regarding accounting, internal controls or auditing matters and the confidential, anonymous\nsubmission by our employees of any concerns regarding accounting or auditing matters. The Audit Committee has the authority to engage\nindependent counsel and other advisors as it deems necessary to carry out its duties. The Audit Committee met four (4) times during Fiscal\nYear 2025.\n\n \n\nAll\nmembers of the Audit Committee are “independent,” as such term is defined by the SEC’s rules and the NYSE American\nlisting standards. The Board of Trustees has determined that Mr. Kutasi, a member of our Audit Committee, qualifies as an “audit\ncommittee financial expert” under applicable SEC rules. We have posted our Amended and Restated Audit Committee Charter on our\nInternet website at www.innsuitestrust.com. Information on our website is not part of this Amendment.\n\n \n\n**Audit\nCommittee Report**\n\n \n\nThe\nAudit Committee of the Board of Trustees has reviewed and discussed the audited consolidated financial statements included in the Trust’s\nAnnual Report on Form 10-K for the Fiscal Years ended January 31, 2025, and 2023 with the management of the Trust. In addition, the Audit\nCommittee has discussed with BCRG Group (“BCRG”), the independent registered public accounting firm of the Trust, the matters\nrequired to be discussed under Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees.\n\n \n\nThe\nAudit Committee has also received and reviewed the written disclosures and the letters from BCRG, required by the applicable requirements\nof the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning\nindependence and has discussed with BCRG their respective independence from the Trust, including the compatibility of any non-audit services\nwith BCRG’s independence. The Audit Committee has also pre-approved the fees to be charged to the Trust by its independent auditors\nfor audit services.\n\n \n\nBased\non the foregoing, the Audit Committee recommended that such audited consolidated financial statements be included in the Trust’s\nAnnual Report for the Fiscal Year ended January 31, 2026.\n\n \n\n*By\nthe Audit Committee of the Board of Trustees:*\n\n \n\n*Les\nT. Kutasi, Chairman*\n\n*Steven\nS. Robson*\n\n*Michael\nG. Marchi*\n\n \n\n50\n\n \n\n \n\n**Code\nof Ethics for Senior Financial Officers**\n\n \n\nWe\nhave adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Senior Controller, Director of Hotel\nOperations, Assistant Controller, and persons performing similar functions. We have posted our Code of Ethics for Senior Financial Officers\non our website at www.innsuitestrust.com. We intend to satisfy all SEC and NYSE AMERICAN disclosure requirements regarding any amendment\nto, or waiver of, the Code of Ethics relating to our Chief Executive Officer and Chief Financial Officer and persons performing similar\nfunctions, by posting such information on our website unless the NYSE AMERICAN requires a Form 8-K. In addition, we have adopted a Code\nof Conduct and Ethics that applies to all of our employees, officers and Trustees. It is also available on our website at www.innsuitestrust.com.\n\n \n\n**Section\n16(a) Beneficial Ownership Reporting Compliance**\n\n \n\nSection\n16(a) of the Exchange Act requires our Trustees, executive officers, and beneficial holders of more than 10% of our Shares to file with\nthe SEC initial reports of ownership and reports of subsequent changes in ownership. The SEC has established specific due dates for these\nreports, and we are required to disclose any late filings or failures to file during the last Fiscal Year.\n\n \n\nBased\nsolely on our review of the copies of such forms (and amendments thereto) furnished to us and written representations from reporting\npersons that no additional reports were required, we believe that all our Trustees, executive officers, and holders of more than 10%\nof the Shares complied with all Section 16(a) filing requirements during the Fiscal Year ended January 31, 2026, except as set forth\nabove."}