DEF 14A of Sunstone Hotel Investors, Inc., Mar 18, 2026

DEF 14A of Sunstone Hotel Investors, Inc.

Filed Mar 18, 2026 · FY20250001104659-26-031060

Open on EDGAR

  1. TABLE OF CONTENTS (continued)

    | Outstanding Equity Awards at 2025 Fiscal Year End | 59 | | Outstanding Equity Awards at 2025 Fiscal Year End Table | 59 | | 2025 Option Exercises and Stock Vested | 61 | | 2025 Option Exercises and Stock Vested Table | 61 | | Potential Payments Upon Termination or Change in Control | 62 | | Employment Agreements (Giglia, Springer, Reyes, and Klein) | 62 | | Equity Award Agreements (Giglia, Springer, Reyes, and Klein) | 62 | | Separation Agreement (Ostapovicz) | 63 | | Potential Payments | 64 | | Pay Ratio Disclosure | 67 | | Determining the Median Employee | 67 | | Compensation Measure and Annual Total Compensation of Median Employee | 67 | | Annual Total Compensation of CEO | 67 | | Pay Versus Performance Disclosure | 68 | | Pay Versus Performance Table | 68 | | Tabular List of Most Important Performance Measures | 70 | | Description of Relationship Between Pay and Performance | 71 | | Director Compensation | 72 | | Board Member Cash and Equity-Based Compensation (2025) | 72 | | 2025 Independent Director Compensation | 72 | | Independent Review of Director Compensation | 73 | | Certain Relationships and Related Party Transactions | 74 | | Our Independent Registered Public Accounting Firm | 75 | | Appointment of Ernst & Young LLP | 75 | | Fee Information | 75 | | Audit Committee Pre-Approval Policies and Procedures | 75 | | Report of the Audit Committee of the Board of Directors | 76 | | Miscellaneous | 78 | | Stockholder Proposals for the 2027 Annual Meeting | 78 | | Householding of Proxy Materials | 78 | | Other Matters to Come Before the Annual Meeting | 78 | | Compensation Committee Interlocks and Insider Participation | 79 | | Other Information | 79 |

  2. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  3. DIRECTOR NOMINEES

    | | | | 2026 Committee Membership and | | | | | | Director | | Other Roles (1) | | | Other Public | | Name, Age | Since | Primary Occupation | A | C | NCG | Company Boards | | W. Blake Baird, 65 | 2016 | Co-Founder, Chairman of the Board and Chief Executive Officer, Terreno Realty Corporation | | | (Chair) | Terreno Realty Corporation | | Michael Barnello, 60 | 2025 | Founding and Managing Partner, Badlands Hotel Capital | | | | | | Andrew Batinovich, 67 | 2011 | President and Chief Executive Officer, Glenborough, L.P. | | | | | | Monica S. Digilio, 63 | 2020 | Founder and Chief Executive Officer, Compass Advisors, LLC | | (Chair) | | Seaport Entertainment Group | | Bryan A. Giglia, 49 | 2024 | Chief Executive Officer, Sunstone Hotel Investors, Inc. | | | | | | Kristina M. Leslie, 61 | 2021 | Former Chief Financial Officer, DreamWorks Animation | (Chair) | | | Hinge Health, Inc. | | Murray J. McCabe, 58 | 2016 | Founder and Managing Partner, Montgomery Street Partners, L.P. | | | | | | Verett Mims, 63 | 2021 | Chief Financial Officer, Blum Capital Partners, L.P. | | | | Sila Realty Trust, Inc. | | Douglas M. Pasquale, 71 Chairman of the Board | 2011 | Founder and Chief Executive Officer, Capstone Enterprises Corporation | | | | Dine Brands Global, Inc. Terreno Realty Corporation |

  4. DIRECTOR NOMINEES

    A – Audit CommitteeC – Compensation CommitteeNCG – Nominating and Corporate Governance Committee

  5. DIRECTOR NOMINEES

    | (1) Committee assignments reflect appointments that are expected to be made following the Annual Meeting. |

  6. DIRECTOR NOMINEES

    | | | | | |

  7. DIRECTOR NOMINEES

    | 2 | Sunstone Hotel Investors |

  8. Director Nominees' Diversity and Skills

    Director Nominees' Diversity and Skills Our Director nominees exhibit a comprehensive mix of knowledge, skills, and experience, along with diversity of thoughts, backgrounds and perspectives. Three new independent Directors joined the Board since 2021. The Nominating and Corporate Governance Committee and the Board seek a balanced mix of new and experienced directors.

  9. Director Nominees' Diversity and Skills

    | | W. Blake | Michael | Andrew | Monica S. | Bryan A. | Kristina M. | Murray J. | Verett | Douglas M. | | | Baird | Barnello | Batinovich | Digilio | Giglia | Leslie | McCabe | Mims | Pasquale | | Knowledge, Skills and Experience | | | | | | | | | | | Accounting / Financial Expert | • | • | • | • | • | • | • | • | • | | Board Experience | • | • | • | • | • | • | • | • | • | | Capital Markets | • | • | • | | • | • | • | • | • | | Corporate Governance / Investor Relations | • | • | • | • | • | • | • | • | • | | Cyber Security | | | • | | | • | • | • | • | | Corporate Responsibility | • | • | • | • | • | • | • | • | • | | Executive Leadership | • | • | • | • | • | • | • | • | • | | Hotel / Real Estate Investments | • | • | • | • | • | | • | • | • | | Hotels / Operations | • | • | • | • | • | • | • | • | • | | Human Resources / Compensation | • | • | • | • | • | • | • | • | • | | Legal | • | • | • | • | • | • | • | • | • | | Public Company REIT Experience | • | • | • | | • | | • | • | • | | Risk Management | • | • | • | • | • | • | • | • | • | | Gender | | | | | | | | | | | Female | | | | • | | • | | • | | | Male | • | • | • | | • | | • | | • | | Race/Ethnicity | | | | | | | | | | | African American | | | | | | | | • | | | Asian / Pacific Islander | | | | | | | | | | | White / Caucasian | • | • | • | • | • | • | • | | • | | Hispanic / Latino | | | | | | | | | | | Native American | | | | | | | | | |

  10. Director Nominees' Diversity and Skills

    | 2026 Proxy Statement | 3 |

  11. Nominees for Election as Directors

    Nominees for Election as Directors

  12. Nominees for Election as Directors

    | W. Blake Baird Age: 65 Director | | | Mr. Baird has served as a Director since April 28, 2016. Mr. Baird co – founded Terreno Realty Corporation (NYSE: TRNO), and has served as chairman of its board of directors and its CEO since February 2010. Terreno Realty Corporation acquires, owns and operates industrial real estate in six major coastal U.S. markets. Mr. Baird was managing partner and co – founder of Terreno Capital Partners LLC, a private real estate investment firm, from September 2007 to February 2010. Mr. Baird served as President of AMB Property Corporation (NYSE: AMB) from January 2000 to December 2006. AMB, now Prologis, Inc. (NYSE: PLD), is a leading global developer, owner and operator of industrial real estate. Mr. Baird also served as a director of AMB from 2001 to 2006 and chairman of its investment committee. Mr. Baird joined AMB as its Chief Investment Officer in 1999. Prior to that, Mr. Baird was a managing director of Morgan Stanley & Co., most recently as head of Real Estate Investment Banking for the Western United States. Mr. Baird spent 15 years at Morgan Stanley and Dean Witter, the last 11 focusing on real estate. Mr. Baird previously served as a director of Matson, Inc. (NYSE: MATX), a Honolulu-headquartered ocean transportation and logistics company, from June 2012 until April 2020. Mr. Baird is a former member of the Young Presidents’ Organization and a former member of the board of governors of the National Association of Real Estate Investment Trusts. Mr. Baird holds a B.S. degree in Economics from the Wharton School (magna cum laude) and a B.A. degree in History from the College of Arts and Sciences (magna cum laude) at the University of Pennsylvania. He also holds an M.B.A. degree from New York University. The following experience, qualifications, attributes and/or skills led our Board to conclude that Mr. Baird should serve as a director: his professional background and experience, education, previously held and current senior-executive level positions, other public company board experience, his extensive background and experience with REITs and his background and experience in real estate and finance transactions. | | | | Committees: Compensation Committee; Nominating and Corporate Governance Committee (Chair) |

  13. Nominees for Election as Directors

    | 14 | Sunstone Hotel Investors |

  14. Nominees for Election as Directors

    | Michael Barnello Age: 60 Director | | | Mr. Barnello has served as a Director since November 15, 2025. Mr. Barnello is the Founder and Managing Partner at Badlands Hotel Capital, a hospitality investment and asset management company. Previously, Mr. Barnello served as the President and Chief Executive Officer of LaSalle Hotel Properties (NYSE: LHO), a hotel-focused real estate investment trust company, from 2009 to 2018, and as Chief Operating Officer and Executive Vice President of Acquisitions from its formation in 1998 to 2009. Previously, Mr. Barnello served as Senior Vice President of LaSalle Partners (which became Jones Lang LaSalle), a commercial real estate and investment company, from 1995 to 1998. Prior to joining LaSalle Partners, Mr. Barnello was a Vice President with Strategic Realty Advisors, formerly known as VMS Realty Partners, where he was responsible for hotel asset management from 1990 to 1995. Mr. Barnello served as a member of the Board of Directors of LaSalle Hotel Properties from 2008 to 2018; Aimbridge Hospitality, a hotel management company, from 2024 to 2025; NAREIT (National Association of Real Estate Investment Trusts) from 2011 to 2018; AHLA (American Hotel and Lodging Association) from 2016 to 2018 and Home Properties (NYSE: HME), a multi-family real estate investment trust company, from 2013 to 2015. Mr. Barnello holds a Bachelor of Science degree in Hotel Administration from the Cornell School of Hotel Administration. Mr. Barnello’s qualifications to serve as a director include his decades of leadership experience in the real estate and hotel industries, including as the CEO of a major hotel-focused real estate investment trust. | Committees: Compensation Committee |

  15. Nominees for Election as Directors

    | 2026 Proxy Statement | 15 |

  16. Nominees for Election as Directors

    | Andrew Batinovich Age: 67 Director | | | Mr. Batinovich has served as a Director since November 7, 2011. Mr. Batinovich currently serves as President and CEO of Glenborough, L.P., a privately held real estate investment company. In 2010, Mr. Batinovich led a private investor group in acquiring Glenborough, LLC and related real estate assets that were originally part of Glenborough Realty Trust, a NYSE – listed REIT, which was sold to affiliates of Morgan Stanley in 2006. From December 2006 to October 2010, Mr. Batinovich served as President and CEO of Glenborough, LLC, a company formed by an affiliate of Morgan Stanley to acquire Glenborough Realty Trust. In 1996, Mr. Batinovich co – founded Glenborough Realty Trust and was President and CEO and a director at the time of the sale in 2006. Mr. Batinovich was appointed President of Glenborough Realty Trust in 1997 and CEO in 2003. He also served as Chief Operating Officer and Chief Financial Officer during his tenure at Glenborough Realty Trust. Prior to founding Glenborough Realty Trust, Mr. Batinovich served as Chief Operating Officer and Chief Financial Officer of Glenborough Corporation until 1996 when it was merged into Glenborough Realty Trust. Glenborough Corporation was a private real estate investment and management company that completed a number of private placements of office, industrial, residential and hotel properties. Prior to joining Glenborough Corporation in 1983, Mr. Batinovich was an officer of Security Pacific National Bank. Mr. Batinovich has a B.A. degree in International Business Administration from the American University of Paris. The following experience, qualifications, attributes and/or skills led our Board to conclude that Mr. Batinovich should serve as a director: his professional background and experience, education, previously held senior-executive level positions, other public company board experience, his extensive background and experience with REITs and his background and experience in real estate and finance transactions. | | | | Committees: Audit Committee; Compensation Committee |

  17. Nominees for Election as Directors

    | 16 | Sunstone Hotel Investors |

  18. Nominees for Election as Directors

    | Monica S. Digilio Age: 63 Director | | | Ms. Digilio has served as a Director since April 30, 2020. Ms. Digilio has over 30 years of C-Suite experience in public and privately held hospitality, gaming, entertainment, and real estate development companies worldwide. Ms. Digilio is the Founder and CEO of Compass Advisors LLC, a strategic advisory firm which draws on her expertise in human resources, talent management, business leadership and organizational development. Prior to establishing Compass Advisors, Ms. Digilio was the Executive Vice President and Chief Human Resources Officer for Caesars Entertainment Corporation (NASDAQ: CZR), where she led the Human Resources and Corporate Social Responsibility functions (with oversight of ESG) from 2018 - 2020. Prior to her tenure at Caesars, Ms. Digilio spent six years as the Executive Vice President and Chief Human Resources Officer for Montage International and spent 12 years as the Executive Vice President, Global Human Resources & Administration for Kerzner International, parent company of the Atlantis and One&Only brands. Ms. Digilio began her hospitality career at ITT Sheraton Corporation, where she spent ten years, with her last role as Vice President, Human Resources for North America and Franchise Divisions. In 1997, Ms. Digilio led HR integration for the merger with Starwood Hotels (NYSE:HOT). In addition to Sunstone Hotel Investors, Ms. Digilio currently serves on the boards of CopperPoint Insurance Companies, The Venetian Resort Las Vegas, and Seaport Entertainment Group (NYSE: SEG). Ms. Digilio is an Advisory Board Member for Cornell University’s Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship, and serves on the Board of Trustees of Ithaca College. Ms. Digilio holds both a M.S. and a B.S. from Ithaca College in Ithaca, N.Y. The following experience, qualifications, attributes and/or skills led our Board to conclude that Ms. Digilio should serve as a director: her professional background and experience, extensive education, previously held senior-executive level positions, domestic and international real estate knowledge, labor relations, corporate governance, enterprise risk management and extensive experience with the hospitality industry in general. | | | | Committees: Compensation Committee (Chair); Nominating and Corporate Governance Committee |

  19. Nominees for Election as Directors

    | 2026 Proxy Statement | 17 |

  20. Nominees for Election as Directors

    | Bryan A. Giglia Age: 49 Director | | | Mr. Giglia is our CEO and has served as a Director since May 3, 2024. Mr. Giglia joined the Company in March 2004, and between 2004 and 2013, served in numerous financial roles, including Senior Vice President Corporate Finance, where he oversaw capital market transactions, corporate financial planning and analysis, and investor relations. In February 2013, Mr. Giglia was appointed Senior Vice President and Chief Financial Officer, and in February 2016 he was appointed Executive Vice President and Chief Financial Officer, a position he held until March 2022 when he was appointed CEO. Prior to joining Sunstone, Mr. Giglia served in a variety of accounting positions for Hilton Hotels Corporation. Mr. Giglia currently serves on the Board of the American Hotel and Lodging Association. Mr. Giglia attended the Marshall School of Business at the University of Southern California, where he earned an M.B.A. degree. Mr. Giglia earned his B.S. degree in Business Administration from the University of Arizona. The following experience, qualifications, attributes and/or skills led our Board to conclude that Mr. Giglia should serve as a director: his professional background and experience, education, previously held senior-executive level positions, his extensive background and experience with REITs and his background and experience in real estate and finance transactions. | |

  21. Nominees for Election as Directors

    | 18 | Sunstone Hotel Investors |

  22. Nominees for Election as Directors

    | Kristina M. Leslie Age: 61 Director | | | Ms. Leslie has been a Director since April 29, 2021. Ms. Leslie began her career at Paramount Communications in New York, serving in a variety of financial management roles, including treasury, investor relations, and strategic planning. Following the acquisition of Paramount by Viacom, Ms. Leslie served as Director of Strategic and Financial Planning for Viacom. In 1996, Ms. Leslie relocated to California to join DreamWorks, then in its infancy, as Head of Strategic Planning and Corporate Finance, where she oversaw financial planning, strategic partnerships and all investor and banking relationships. She became Chief Financial Officer of DreamWorks in 2003 and led the $840 million initial public offering of DreamWorks Animation in 2004. She continued to serve as DreamWorks’ CFO until her retirement in 2007. Over the past 19 years, Ms. Leslie has served on a number of public and private boards. Currently, Ms. Leslie is a Director and Chair of the Board of Ascendiun, the parent company of Blue Shield of California. She is also a member of the Executive and Organization and Governance Committees at Ascendiun and is a Director, Chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee of Blue Shield of California. She is a Director, Vice Chair of the Board, Chair of the Audit Committee and a member of the Compensation Committee of Justworks, Inc., a human resources service and benefits provider for small businesses, and a Director and Chair of the Audit Committee and Chair of the Compensation Committee of Hinge Health, a digital health care company that provides AI assisted virtual physical therapy. Ms. Leslie is also a member of the National Association of Corporate Directors (NACD). Ms. Leslie earned her B.A. in Economics from Bucknell University and her M.B.A in Finance from Columbia University. The following experience, qualifications, attributes and/or skills led our Board to conclude that Ms. Leslie should serve as a director: her professional background and experience, extensive education, previously held senior-executive level finance positions, significant public and private company board experience, her extensive experience in corporate strategy and enterprise risk, accounting, finance, and corporate governance. | | | | Committees: Audit Committee (Chair); Compensation Committee |

  23. Nominees for Election as Directors

    | 2026 Proxy Statement | 19 |

  24. Nominees for Election as Directors

    | Murray J. McCabe Age: 58 Director | | | Mr. McCabe has served as a Director since April 28, 2016. Mr. McCabe is a founder and Managing Partner at Montgomery Street Partners, L.P., an investment firm. Prior to founding Montgomery Street Partners, Mr. McCabe worked at JPMorgan Chase & Co. from 1992 through August 2012. During his 20 – year tenure at JPMorgan, Mr. McCabe held several positions in the Investment Banking Division, including Managing Director and Global Head of Real Estate and Lodging Investment Banking. In addition, Mr. McCabe served as a member of JPMorgan’s Mergers and Acquisitions Fairness Opinion Committee from 2001 to 2002, the Investment Banking Coverage Management Committee from 2010 through his departure in August 2012, and on the board of JPMorgan Real Estate Advisors during the same period. Mr. McCabe was a director of Columbia Property Trust (NYSE: CXP) until its sale in 2021, and remains a director of RREEF America REIT II Inc., a diversified real estate investment company with $15 billion in assets. He is an executive council member of the Real Estate Finance and Investment Center and serves on the REIT Investment Funds advisory board for the McCombs School of Business at the University of Texas, Austin. Mr. McCabe received his B.A. in Finance from the University of Texas, Austin. The following experience, qualifications, attributes and/or skills led our Board to conclude that Mr. McCabe should serve as a director: his professional background and experience, education, previously held and current senior-executive level positions, other public company board experience, his extensive background and experience with REITs and his background and experience in real estate and finance transactions. | | | | Committees: Nominating and Corporate Governance Committee |

  25. Nominees for Election as Directors

    | 20 | Sunstone Hotel Investors |

  26. Nominees for Election as Directors

    | Verett Mims Age: 63 Director | | | Ms. Mims has served as a Director since April 29, 2021. Ms. Mims is currently the Chief Financial Officer at Blum Capital Partners, L.P., a long-term strategic equity investment management firm where she leads a team of seasoned accounting/finance professionals with responsibility for the Financial, Operations, Compliance and Tax functions of the firm. Prior to joining Blum Capital, Ms. Mims worked at The Boeing Company (NYSE: BA) from 2002 through early 2020. During her 18-year tenure at Boeing, Ms. Mims held several positions including Director, International Finance and the Assistant Treasurer, Global Treasury Operations. Ms. Mims had oversight of the Foreign exchange, commodity and inflation hedging portfolio, cash investments and global banking infrastructure and her notable contributions include the development of tech-driven processes and systems that drove efficiency, multimillion-dollar cost savings, and operational excellence. Prior to Boeing, Ms. Mims spent seven years in sales serving as a strategic advisor to match FX solutions with corporate clients’ risk profiles at Citibank (NYSE: C), NationsBank (NYSE: BAC) and Bank of Montreal (NYSE: BMO) where she pioneered an early Salesforce-like client management system and built a profitable book of business. Ms. Mims currently serves on the boards of Sila Realty Trust Inc. and Steppenwolf Theatre of Chicago. She has previously served on the boards of Arts & Business Council of Chicago, San Miguel Schools of Chicago, Illinois Student Assistance Commission, Southern University MBA Board of Advisors, the Muntu Dance Theatre of Chicago, and most recently Illinois Humanities. Ms. Mims holds an M.B.A. from the Stanford University Graduate School of Business, an M.S. in physics from Massachusetts Institute of Technology, and a B.S. in physics from Southern University and A&M College. The following experience, qualifications, attributes and/or skills led our Board to conclude that Ms. Mims should serve as a director: her professional background and experience, extensive education, private and public board experience, previously held and current senior-executive level positions, and experience in enterprise risk, treasury accounting, and finance. | | | | Committees: Audit Committee |

  27. Nominees for Election as Directors

    | 2026 Proxy Statement | 21 |

  28. Nominees for Election as Directors

    | Douglas M. Pasquale Age: 71 Chairman of the Board | | | Mr. Pasquale has served as our Chairman of the Board since May 1, 2015, and as a Director since November 7, 2011. In addition, Mr. Pasquale served as our Interim CEO from September 2, 2021 until March 7, 2022 and served as our Executive Chairman from March 7, 2022 until September 1, 2022. Mr. Pasquale is Founder & CEO of Capstone Enterprises Corporation, an investment and consulting firm, since January 1, 2012. Mr. Pasquale served as Senior Advisor to Healthpeak (NYSE: PEAK) from June 2017 through December 2019. On the July 1, 2011 sale of Nationwide Health Properties, Inc. (NYSE: NHP) to Ventas Inc. (NYSE: VTR), Mr. Pasquale served as Senior Advisor from July 1, 2011 to December 31, 2011. He also served on the Ventas Board of Directors from July 1, 2011 to May 18, 2017. Prior to Nationwide Health Properties, Inc.’s sale, Mr. Pasquale served as Chairman of the Board of NHP from May 2009 to July 2011, as President and CEO of NHP from April 2004 to July 2011, and as Executive Vice President and Chief Operating Officer of NHP from November 2003 to April 2004. Mr. Pasquale was a Director of NHP from November 2003 to July 2011. Mr. Pasquale served as Chairman and CEO at ARV Assisted Living, Inc., a leading owner and operator of assisted living facilities, from June 1998 to September 2003 and concurrently served as President and CEO of Atria Senior Living Group, Inc. from April 2003 to September 2003. Mr. Pasquale also served as President and CEO of Richfield Hospitality Services, Inc. and Regal Hotels International—North America, a hotel ownership and management company, from 1996 to 1998, and as its Chief Financial Officer from 1994 to 1996. Prior to 1994, he served in various capacities primarily in finance, real estate, investment banking and public accounting. Mr. Pasquale has served on over a dozen public, private and philanthropic boards over the course of his career. He currently serves on two additional NYSE Boards and is a Director of: Terreno Realty Corporation (NYSE: TRNO), a leading industrial REIT with a focus in six coastal U.S. markets, for which he serves as Lead Independent Director and a member of the Audit, Compensation, and Nominating and Corporate Governance Committees; and Dine Brands Global, Inc. (NYSE: DIN), which franchises Applebee’s, IHOP and Fuzzy’s Taco Shop restaurants, for which he serves as the Chairman of the Board and a member of the Audit and Nominating and Corporate Governance Committees. Mr. Pasquale is a successful leader in the real estate industry with extensive experience and skills in leadership, management, finance, mergers and acquisitions and strategic planning. Mr. Pasquale received his B.S. degree in Accounting and his M.B.A. degree with highest honors from the University of Colorado and is a guest lecturer at several universities. The following experience, qualifications, attributes and/or skills led our Board to conclude that Mr. Pasquale should serve as a director: his professional background and experience, extensive education, previously held senior-executive level positions, other public company board experience, his extensive background and experience with REITs and his background and experience in real estate and finance transactions. | | | | Chairman of the Board Committees: Nominating and Corporate Governance Committee |

  29. Nominees for Election as Directors

    | 22 | Sunstone Hotel Investors |

  30. Nominees for Election as Directors

    Vote required. Directors will be elected by a majority of the votes cast. Any shares not voted, whether by abstention, “broker non - vote” or otherwise, will have no impact on the vote. Our Corporate Governance Guidelines and bylaws provide a majority voting standard in uncontested director elections. A director nominee will be elected to the Board only if the number of votes cast “for” such nominee’s election exceeds the number of votes cast “against” or “withheld” with respect to such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or withheld in such election). If an incumbent nominee for director fails to receive the required majority vote in a director election, our Corporate Governance Guidelines require that he or she tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee, and ultimately the Board. Our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding how to act upon the tendered resignation to the full Board, taking into consideration the best interests of the Company and its stockholders. After considering the recommendation of the Nominating and Corporate Governance Committee, the full Board will then act upon the resignation and will publicly disclose its decision regarding the tendered resignation and its rationale within 90 days of the certification of the election results. If the Board accepts the resignation, the nominee will no longer serve on the Board. If the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation, or removal. Notwithstanding the foregoing, the Board shall be required to accept any resignation tendered by a nominee who is already serving as a director if such nominee shall have received more votes “against” or “withheld” than “for” his or her election at each of two consecutive annual meetings of stockholders for the uncontested election of directors at which a quorum was present.

  31. Nominees for Election as Directors

    | 2026 Proxy Statement | 23 |

  32. Nominees for Election as Directors

    | PROPOSAL 2 | RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | | | The Board recommends that our stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026. |

  33. Nominees for Election as Directors

    The Audit Committee has selected and appointed the firm of Ernst & Young LLP to act as our independent registered public accounting firm for the year ending December 31, 2026. Ernst & Young LLP has audited the financial statements for us since our initial public offering on October 26, 2004. Although stockholder ratification of the appointment of our independent auditor is not required by our bylaws or otherwise, we are submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance practice. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company. If our stockholders do not ratify the Audit Committee’s selection, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent registered public accounting firm. In selecting Ernst & Young LLP as the Company’s independent registered public accounting firm, the Audit Committee considered many factors, including the quality of its ongoing discussions with Ernst & Young LLP’s representatives, the length of time the firm has been engaged, the appropriateness of fees, the experience and professional qualifications of Ernst & Young LLP, and Ernst & Young LLP’s programs and processes for maintaining its independence. Furthermore, in accordance with SEC rules and Ernst & Young LLP’s policies, lead engagement partners are subject to rotation requirements to limit the number of consecutive years the lead partner may provide services. For lead audit partners, the maximum number of consecutive years of service in that capacity is five years. We select the Company’s lead audit partner pursuant to this rotation policy following meetings between the chair of the Audit Committee and candidates for that role, as well as discussions by the full Audit Committee, members of the Board and management. The Audit Committee believes that the continued retention of Ernst & Young LLP as the Company’s independent external auditor is in the best interests of the Company and its stockholders. The Board believes the Company receives significant benefits from the extensive history Ernst & Young LLP has with the Company. These benefits include:

  34. Nominees for Election as Directors

    | ● | the quality of their audit work and accounting advice, and their institutional knowledge of our business operations, key risks, accounting policies, financial systems, and internal control framework; |

  35. Nominees for Election as Directors

    | ● | a competitive fee structure because of Ernst & Young LLP’s familiarity with the Company; |

  36. Nominees for Election as Directors

    | ● | the significant time and expense that would be avoided by the Company to onboard a new auditor; and |

  37. Nominees for Election as Directors

    | ● | their commitment to maintaining their independence from the Company. |

  38. Nominees for Election as Directors

    Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. You can find more information about our relationship with Ernst & Young LLP on page 75 of this proxy statement. Vote required. Ratification of the appointment of Ernst & Young LLP requires a majority of the votes cast. Any shares not voted, whether by abstention, “broker non - vote” or otherwise, have no impact on the vote.

  39. Nominees for Election as Directors

    | 24 | Sunstone Hotel Investors |

  40. Nominees for Election as Directors

    | PROPOSAL 3 | ADVISORY SAY-ON-PAY VOTE | | | | | The Board recommends that our stockholders vote FOR the approval (on a non-binding, advisory basis) of the compensation of the NEOs as disclosed in this proxy statement. |

  41. Nominees for Election as Directors

    Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), as enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act in July 2010 (“Dodd-Frank Act”) requires us to submit to our stockholders a non - binding advisory vote to approve the compensation of the NEOs listed in the Summary Compensation Table of this proxy statement, commonly referred to as a “say - on - pay” vote. The Board has approved the submission of the following resolution to the Company’s stockholders for approval at the Annual Meeting: “Resolved, that the stockholders hereby approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Company’s 2026 proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related discussion).” As described more fully in the “Compensation Discussion and Analysis” beginning on page 41 of this proxy statement, the Company’s executive compensation program is designed to attract, motivate and retain talented executives through competitive compensation arrangements that, within appropriate risk parameters, provide strong financial incentives for the NEOs to maximize stockholder value. The compensation program is designed to achieve these objectives through a combination of the following types of compensation: base salary, annual cash incentive bonus and equity incentive awards. Base salary is intended to provide a baseline level of compensation for our NEOs. The remaining types of compensation, which in the aggregate represent the majority of our NEOs’ target total compensation opportunities, tie compensation directly to the achievement of corporate and individual objectives. Highlights of the Company’s executive compensation program include the following:

  42. Nominees for Election as Directors

    | ● | We pay for performance. Our executive compensation program is weighted towards performance-based and/or at-risk compensation, rather than fixed compensation. Specifically, the at-risk portion of our NEO compensation program is designed to reward performance relative to financial, stockholder return, and other metrics that we believe best align management with stockholder interests. Under the NEO compensation program, on average, approximately 81% of our NEOs’ total target compensation is considered performance-based and/or at-risk. |

  43. Nominees for Election as Directors

    | ● | We maintain a clawback policy. Our clawback policy complies with Section 10D of the Exchange Act and the NYSE listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Each of our NEOs are subject to a compensation recovery policy that provides for the recovery of incentive compensation received by an NEO that is granted, earned, or vested based wholly or in part upon the attainment of one or more financial reporting measures, following an accounting restatement. |

  44. Nominees for Election as Directors

    | ● | We require our CEO and other executives to have a meaningful ownership interest in the Company. Our executive officer stock ownership policy requires that on or before January 1 of the year following the fourth anniversary of the CEO or President or other executive officers appointment to such position (i) the CEO or President will own and retain shares of the Company’s common stock having a value equal to at least six times his or her annual base salary, and (ii) each Executive Vice President will own and retain shares of the Company’s common stock having a value equal to at least three times his or her annual base salary. Our Compensation Committee believes that requiring the CEO and other executive officers to maintain a meaningful ownership interest in the Company aligns the interests of the CEO and other executive officers with those of our stockholders. |

  45. Nominees for Election as Directors

    | ● | We maintain a double trigger requirement for acceleration of equity awards in connection with a Change of Control. To best align with our stockholders’ interests, we maintain a “double trigger” (requiring |

  46. Nominees for Election as Directors

    | 2026 Proxy Statement | 25 |

  47. Nominees for Election as Directors

    | both a change in control and qualifying termination of employment) for an employee to receive accelerated vesting of equity awards in connection with a Change of Control. |

  48. Nominees for Election as Directors

    | ● | We solicit independent compensation advice. Our Compensation Committee retains Ferguson Partners Consulting, an independent compensation consultant, to advise the Compensation Committee with respect to the compensation of our NEOs. |

  49. Nominees for Election as Directors

    The Compensation Committee and the Board believe that these policies incentivize the NEOs to achieve strong financial performance and maximize stockholder returns. At the 2023 annual meeting, the Company’s stockholders voted in favor of holding annual say-on-pay votes and our Board agreed with the stockholders’ advisory vote and resolved to continue to hold annual advisory say-on-pay votes. Unless our Board modifies its determination regarding the frequency of future say-on-pay advisory votes, the next say-on-pay vote will be held at the annual meeting of stockholders in 2027. Vote required. The affirmative vote of a majority of the votes cast will be required to approve, on a non - binding, advisory basis, the Say-on-Pay Vote. Any shares not voted, whether by abstention, “broker non - vote” or otherwise, have no impact on the vote. The stockholder vote on executive compensation is an advisory vote only, and it is not binding on the Company, the Board, or the Compensation Committee. Although the vote is non - binding, the Compensation Committee and the Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions.

  50. Nominees for Election as Directors

    | 26 | Sunstone Hotel Investors |

  51. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  52. SUMMARY COMPENSATION TABLE

    | | | | | Non-Equity | | | | Name and | | | | Incentive Plan | All Other | | | Principal | | Salary | Stock | Compensation | Compensation | | | Position | Year | ($) (1) | Awards ($) (2) | ($) (3) | ($) (4) | Total ($) | | Bryan A. Giglia | 2025 | 700,000 | 2,755,993 | 948,281 | 111,824 | 4,516,098 | | CEO | 2024 | 700,000 | 2,533,202 | 565,523 | 148,102 | 3,946,827 | | | 2023 | 650,000 | 2,365,543 | 944,684 | 105,269 | 4,065,496 | | Robert C. Springer | 2025 | 575,000 | 1,870,134 | 719,851 | 99,599 | 3,264,584 | | President ꟷ CIO | 2024 | 575,000 | 2,005,460 | 466,963 | 133,866 | 3,181,289 | | | 2023 | 575,000 | 1,860,534 | 835,682 | 101,280 | 3,372,496 | | Aaron R. Reyes | 2025 | 500,000 | 1,181,135 | 569,160 | 66,196 | 2,316,491 | | EVP ꟷ CFO | 2024 | 450,000 | 1,002,736 | 322,031 | 65,194 | 1,839,961 | | | 2023 | 400,000 | 850,529 | 441,637 | 55,992 | 1,748,158 | | David M. Klein | 2025 | 435,000 | 738,217 | 410,191 | 65,479 | 1,648,887 | | EVP ꟷ General Counsel | 2024 | 435,000 | 738,858 | 275,953 | 89,629 | 1,539,440 | | | 2023 | 435,000 | 808,005 | 460,375 | 71,604 | 1,774,984 | | Christopher G. Ostapovicz (5) | 2025 | 25,096 | — | — | 1,811,232 | 1,836,328 | | Former EVP ꟷ COO | 2024 | 435,000 | 897,177 | — | 91,277 | 1,423,454 | | | 2023 | 425,000 | 903,684 | 449,792 | 72,315 | 1,850,791 |

  53. SUMMARY COMPENSATION TABLE

    | (1) Amounts represent base salary earned by our NEOs for the applicable year. |

  54. SUMMARY COMPENSATION TABLE

    | (2) For 2025, amounts in this column represent the grant date fair value of (i) the Time-Based RSAs and (ii) the Performance RSUs, in each case, granted to the NEO in February 2025. Amounts in each case have been computed as prescribed by Accounting Standards Codification Topic 718, Compensation—Stock Compensation (referred to as “ASC Topic 718”). The grant date fair values shown for the 2025 Performance RSUs were calculated in accordance with ASC Topic 718 using a Monte Carlo simulation valuation model. Because the Performance RSU awards are earned based solely on market conditions (relative and absolute TSR performance), they do not have performance conditions as defined under ASC 718. So there are no maximum grant date fair values based on performance conditions that differ from the grant date values shown. For more information, including the assumptions used to calculate such values, please see Note 12 (“Incentive Award Plan”) to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  55. SUMMARY COMPENSATION TABLE

    | a. | The table below sets forth the grant date fair value for the Time-Based RSAs and the Performance RSUs granted in 2025. |

  56. SUMMARY COMPENSATION TABLE

    | | Grant Date Fair Value ($) | | | Name | Time-Based RSAs | Performance RSUs | | Bryan A. Giglia | 679,502 | 2,076,491 | | Robert C. Springer | 461,090 | 1,409,044 | | Aaron R. Reyes | 291,217 | 889,918 | | David M. Klein | 182,011 | 556,206 | | Christopher G. Ostapovicz | — | — |

  57. SUMMARY COMPENSATION TABLE

    | 54 | Sunstone Hotel Investors |

  58. SUMMARY COMPENSATION TABLE

    EXECUTIVE COMPENSATION

  59. SUMMARY COMPENSATION TABLE

    | (3) The amounts in this column represent the annual cash incentive bonus earned for the fiscal year and paid in the first fiscal quarter of the following year. Mr. Ostapovicz did not receive an annual bonus in respect of either fiscal year 2024 or fiscal year 2025 due to the termination of his employment with the Company effective as of January 21, 2025. |

  60. SUMMARY COMPENSATION TABLE

    | (4) “All Other Compensation” includes the following amounts for fiscal year 2025: |

  61. SUMMARY COMPENSATION TABLE

    | | Company | Dividends Paid | Employer | Company | | | | | Contributions | on Awarded | Matching | Hotel | | | | | to 401(k) | but Unvested | Charitable | Reimbursement | Severance | | | Name | Plan ($) | RSAs($) | Contributions ($) | Credit ($) | ($) (a) | Total ($) | | Bryan A. Giglia | 46,500 | 56,665 | 3,659 | 5,000 | — | 111,824 | | Robert C. Springer | 46,500 | 46,431 | 4,984 | 1,684 | — | 99,599 | | Aaron R. Reyes | 46,500 | 16,715 | — | 2,981 | — | 66,196 | | David M. Klein | 46,500 | 11,990 | 5,000 | 1,989 | — | 65,479 | | Christopher G. Ostapovicz | 2,118 | 3,548 | — | — | 1,805,566 | 1,811,232 |

  62. SUMMARY COMPENSATION TABLE

    | a. | For Mr. Ostapovicz, this number represents the following severance payments and benefits paid or provided to Mr. Ostapovicz pursuant to his Employment Agreement: $1,740,000 in cash severance and $10,898 for the payout of all accrued vacation paid in January 2025 in connection with his termination from the Company on January 21, 2025, and $54,668 for group health insurance coverage for a period of 18 months after termination. |

  63. SUMMARY COMPENSATION TABLE

    | (5) Mr. Ostapovicz’s employment with the Company terminated effective as of January 21, 2025. |

  64. SUMMARY COMPENSATION TABLE

    | 2026 Proxy Statement | 55 |

  65. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth the information with respect to plan – based awards granted to the NEOs in 2025.

  66. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 GRANTS OF PLAN-BASED AWARDS TABLE

  67. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | | | | | | | Awards: | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number of | Fair Value | | | | Under Non-Equity | | | Under Equity | | | Shares of | of Stock | | | | Incentive Plan Awards (1) | | | Incentive Plan Awards (2) | | | Stock or | and Option | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name* | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | ($) (4) | | Bryan A. Giglia | | | | | | | | | | | RSA | 2/10/2025 | | | | | | | 60,293 | 679,502 | | RSU | 2/10/2025 | | | | 90,440 | 180,879 | 361,758 | | 2,076,491 | | Annual Cash Bonus | n/a | 525,000 | 1,050,000 | 1,575,000 | | | | | | | Robert C. Springer | | | | | | | | | | | RSA | 2/10/2025 | | | | | | | 40,913 | 461,090 | | RSU | 2/10/2025 | | | | 61,370 | 122,739 | 245,478 | | 1,409,044 | | Annual Cash Bonus | n/a | 388,125 | 776,250 | 1,164,375 | | | | | | | Aaron R. Reyes | | | | | | | | | | | RSA | 2/10/2025 | | | | | | | 25,840 | 291,217 | | RSU | 2/10/2025 | | | | 38,760 | 77,519 | 155,038 | | 889,918 | | Annual Cash Bonus | n/a | 287,500 | 575,000 | 862,500 | | | | | | | David M. Klein | | | | | | | | | | | RSA | 2/10/2025 | | | | | | | 16,150 | 182,011 | | RSU | 2/10/2025 | | | | 24,225 | 48,450 | 96,900 | | 556,206 | | Annual Cash Bonus | n/a | 217,500 | 435,000 | 652,500 | | | | | |

  68. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    * Mr. Ostapovicz was not eligible to receive an annual cash incentive bonus or an annual equity incentive award in 2025 as a result of his termination of employment effective January 21, 2025.

  69. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) We pay an annual cash incentive bonus for performance under our Incentive Bonus Plan in February following the performance year if the performance criteria related to the Cash Incentive Bonus Objectives have been satisfied in the performance year. The actual amounts of the fiscal year 2025 performance annual cash incentive bonus are shown in the SCT in the “Non – Equity Incentive Plan Compensation” column. The Threshold, Target, and Maximum award opportunities shown under this heading are for 2025 performance. For our NEOs, the amounts are a multiple of each NEO’s base salary in 2025. See “Compensation Discussion and Analysis—2025 Compensation Decisions (Annual Cash Incentive Bonuses and Annual Equity Incentive Awards)” for a detailed description of the annual cash incentive bonuses. |

  70. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards column represent the possible number of Performance RSUs that may vest based upon the level of achievement of the applicable performance measures. These estimated possible payouts for each NEO do not include dividend equivalent units that may vest, if at all, following the end of the performance period. The Performance RSUs have a three-year performance period and vest based on the Company’s TSR compared to Index Relative Performance. Threshold assumes that 50% of the RSUs awarded vest, Target assumes that 100% of the RSUs awarded vest, and Maximum assumes that 200% of the RSUs awarded vest. See “Compensation Discussion and Analysis—2025 Compensation Decisions (Annual Cash Incentive Bonuses and Annual Equity Incentive Awards)” for a detailed description of the Performance RSUs. |

  71. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) The amounts in this column represent the number of Time-Based RSAs granted to the NEOs in 2025. See “Compensation Discussion and Analysis—2025 Compensation Decisions (Annual Cash Incentive Bonuses and Annual Equity Incentive Awards)” for a detailed description of the Time-Based RSAs. |

  72. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | 56 | Sunstone Hotel Investors |

  73. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 GRANTS OF PLAN-BASED AWARDS

  74. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) The grant date fair value for each of the Time-Based RSAs equals the number of Time-Based RSAs multiplied by the closing common stock price on the NYSE on the applicable grant date as reported in the table above, computed in accordance with ASC Topic 718. The amount shown for grant date fair value for each of the Performance RSUs is calculated using a Monte Carlo simulation valuation model in accordance with ASC Topic 718. For more information, including the assumptions used to calculate such values, please see Note 12 (“Incentive Award Plan”) to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  75. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | 2026 Proxy Statement | 57 |

  76. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table sets forth information with respect to outstanding RSAs and RSUs held by the NEOs as of December 31, 2025. Mr. Ostapovicz did not hold any RSAs or RSUs as of December 31, 2025 due to his termination of employment with the Company, effective as of January 21, 2025.

  77. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

  78. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | | | Stock Awards | | | | | | | | | Equity Incentive | Equity Incentive Plan | | | | Number of | Market Value | Plan Awards: | Awards: Market or | | | | Shares of | of Shares of | Number of Unearned | Payout Value of | | | | Stock That | Stock That | Shares, Units | Unearned Shares, Units | | | Grant | Have Not | Have Not | or Other Rights That | or Other Rights That | | Name | Date | Vested (#)(1) | Vested ($)(2) | Have Not Vested (#) | Have Not Vested ($)(2) | | Bryan A. Giglia | 2/10/2025 | 60,293 | 539,019 | — | — | | | 2/10/2025 | — | — | 90,440(3) | 808,534 | | | 2/12/2024 | 37,312 | 333,569 | — | — | | | 2/12/2024 | — | — | 167,910(4) | 1,501,115 | | | 2/09/2023 | 17,949 | 160,464 | — | — | | | 2/09/2023 | 141,513(5) | 1,265,126 | — | — | | | 3/07/2022 | 43,867 | 392,171 | — | — | | | 3/07/2022 | — | — | 94,002(6) | 840,378 | | Robert C. Springer | 2/10/2025 | 40,913 | 365,762 | — | — | | | 2/10/2025 | — | — | 61,370(3) | 548,648 | | | 2/12/2024 | 29,538 | 264,070 | — | — | | | 2/12/2024 | — | — | 132,929(4) | 1,188,385 | | | 2/09/2023 | 14,117 | 126,206 | — | — | | | 2/09/2023 | 111,302(5) | 995,040 | — | — | | | 3/07/2022 | 43,867 | 392,171 | — | — | | | 3/07/2022 | — | — | 94,002(6) | 840,378 | | Aaron R. Reyes | 2/10/2025 | 25,840 | 231,010 | — | — | | | 2/10/2025 | — | — | 38,760(3) | 346,514 | | | 2/12/2024 | 14,768 | 132,026 | — | — | | | 2/12/2024 | — | — | 66,465(4) | 594,197 | | | 2/09/2023 | 6,453 | 57,690 | — | — | | | 2/09/2023 | 50,881(5) | 454,876 | — | — | | David M. Klein | 2/10/2025 | 16,150 | 144,381 | — | — | | | 2/10/2025 | — | — | 24,225(3) | 216,572 | | | 2/12/2024 | 10,882 | 97,285 | — | — | | | 2/12/2024 | — | — | 48,974(4) | 437,828 | | | 2/09/2023 | 6,130 | 54,802 | — | — | | | 2/09/2023 | 48,337(5) | 432,133 | — | — |

  79. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | 2026 Proxy Statement | 59 |

  80. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

  81. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | (1) The restricted stock awards listed in this column, excluding the 2023 Performance RSUs, are scheduled to vest as set forth below. |

  82. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | | | Bryan A. | Robert C. | Aaron R. | David M. | | Grant Date | Vesting Date | Giglia | Springer | Reyes | Klein | | 3/07/2022 | 3/07/2026 | 6,267 | 6,267 | — | — | | 3/07/2022 | 3/07/2027 | 37,600 | 37,600 | — | — | | 2/09/2023 | 2/15/2026 | 17,949 | 14,117 | 6,453 | 6,130 | | 2/12/2024 | 2/15/2026 | 18,656 | 14,769 | 7,384 | 5,441 | | 2/12/2024 | 2/15/2027 | 18,656 | 14,769 | 7,384 | 5,441 | | 2/10/2025 | 2/15/2026 | 20,099 | 13,639 | 8,614 | 5,384 | | 2/10/2025 | 2/15/2027 | 20,097 | 13,637 | 8,613 | 5,383 | | 2/10/2025 | 2/15/2028 | 20,097 | 13,637 | 8,613 | 5,383 | | | | 159,421 | 128,435 | 47,061 | 33,162 |

  83. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | (2) The market value of the unvested restricted shares of common stock is based on the closing common stock price of $8.94 on the NYSE on December 31, 2025. |

  84. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | (3) Reflects Threshold performance for the 2025 Performance RSUs. The 2025 Performance RSUs subject to the awards are eligible to vest based on RTSR performance over a three-year Performance Period commencing on the grant date. In the event that Company TSR is negative for the Performance Period, the percentage of RSUs subject to the Performance RSUs that vest will be reduced by 25%. For the 2025 Performance RSUs, RTSR would have been achieved below the Threshold level, resulting in no RSUs being earned, had the applicable performance period ended as of December 31, 2025. |

  85. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | (4) Reflects Target performance for the 2024 Performance RSUs. The 2024 Performance RSUs subject to the awards are eligible to vest based on RTSR performance over a three-year Performance Period commencing on the grant date. In the event that Company TSR is negative for the Performance Period, the percentage of RSUs subject to the Performance RSUs that vest will be reduced by 25%. For the 2024 Performance RSUs, RTSR would have been achieved between the Target and Maximum levels; however, due to the Company’s negative TSR for the performance period, the awards achieved would have been reduced by 25%, resulting in an achievement between the Threshold and Target levels had the applicable performance period ended as of December 31, 2025. |

  86. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | (5) Reflects actual performance for the 2023 Performance RSUs. The RSUs subject to the award are eligible to vest subject to approval by the Compensation Committee in January 2026 based on RTSR performance over a three-year Performance Period which ended on December 31, 2025. The RSUs vested on January 26, 2026 between the Threshold and Target levels at 87.6% of Target. |

  87. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | (6) Represents the one-time awards of performance-based RSUs in connection with Mr. Giglia’s appointment as our CEO and Mr. Springer’s appointment as our President and Chief Investment Officer in March 2022 (“Promotion Performance RSUs”), which may be earned as to one-fifth of the RSUs subject to such award upon achievement of average closing share price targets of $13.50, $15.00, $16.50, $18.00 and $19.50, in each case, during a 20 consecutive trading day period prior to the fifth anniversary of the grant date, assuming that each such share price target is met. Earned RSUs will vest, subject to the NEO’s continued service, on the later of the date on which the price per share target is achieved during a five-year performance period commencing March 7, 2022 and ending on March 7, 2027 (the “Promotion Performance Period”), and the third anniversary of the grant date (“Promotion Vesting Date”). |

  88. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END TABLE

    | 60 | Sunstone Hotel Investors |

  89. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table sets forth information with respect to the vesting of restricted stock in 2025 for each NEO. The number of shares acquired on vesting and the value of those shares do not reflect the withholding of shares to satisfy federal and state income tax withholdings. No NEO held stock options or exercised any stock options during 2025.

  90. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    2025 OPTION EXERCISES AND STOCK VESTED TABLE

  91. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Stock Awards | | | | Number of Shares | Value | | | Acquired on | Realized Upon | | Name | Vesting (#) | Vesting ($)(1) | | Bryan A. Giglia | 194,593 | 2,216,718 | | Robert C. Springer | 163,578 | 1,863,010 | | Aaron R. Reyes | 23,314 | 261,117 | | David M. Klein | 95,197 | 1,088,963 | | Christopher G. Ostapovicz | 132,270 | 1,507,878 |

  92. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) Value realized upon vesting is calculated as the gross number of shares vested in January 2025, February 2025, and March 2025 multiplied by the closing stock price on the vesting date on the NYSE ranging from $10.56 to $11.49. |

  93. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | 2026 Proxy Statement | 61 |

  94. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    Our Current NEOs are entitled to certain payments and benefits upon a qualifying termination of employment as defined in the Employment Agreements including a qualifying termination upon a change in control. The following discussion describes the payments and benefits to which our Current NEOs would have become entitled to upon a qualifying termination with and without a change in control, as applicable, occurring on December 31, 2025. Separation payments and benefits actually paid or provided to Mr. Ostapovicz in connection with his termination of employment on January 21, 2025 are described below under the heading “Separation Agreement (Ostapovicz)”.

  95. POTENTIAL PAYMENTS

    POTENTIAL PAYMENTS The following table summarizes the amounts that would have been paid to each of Messrs. Giglia, Springer, Reyes, and Klein in connection with the events listed below, assuming such events occurred on December 31, 2025. Separation payments and benefits actually paid or provided to Mr. Ostapovicz in connection with his termination of employment on January 21, 2025 are described above under the heading “Separation Agreement (Ostapovicz)”.

  96. POTENTIAL PAYMENTS

    | | | Health | Unvested | | | | Severance | Insurance | Stock | | | Name | Amount ($) | Coverage ($) | Awards ($) | Total ($) | | Bryan A. Giglia | | | | | | By Company for “Cause” or By Executive without “Good Reason” | — | — | — | — | | By Company without “Cause” or By Executive with “Good Reason” | 4,550,000(1) | 63,075(2) | 3,878,455(3) | 8,491,530 | | Death or "Disability" | 1,750,000(4) | 63,075(2) | 3,486,284(5) | 5,299,359 | | By Company without “Cause” or By Executive for “Good Reason” upon a Change in Control | 4,550,000(1) | 63,075(2 | 4,408,020(6) | 9,021,095 | | Robert C. Springer | | | | | | By Company for “Cause” or By Executive without “Good Reason” | — | — | — | — | | By Company without “Cause” or By Executive with “Good Reason” | 3,478,750(1) | 71,820(2) | 3,083,165(3) | 6,633,735 | | Death or "Disability" | 1,351,250(4) | 71,820(2) | 2,690,994(5) | 4,114,064 | | By Company without “Cause” or By Executive for “Good Reason” upon a Change in Control | 3,478,750(1) | 71,820(2) | 3,502,411(6) | 7,052,981 | | Aaron R. Reyes | | | | | | By Company for “Cause” or By Executive without “Good Reason” | — | — | — | — | | By Company without “Cause” or By Executive with “Good Reason” | 2,725,000(1) | 18,772(2) | 1,341,217(3) | 4,084,989 | | Death or "Disability" | 1,075,000(4) | 18,772(2) | 1,341,217(5) | 2,434,989 | | By Company without “Cause” or By Executive for “Good Reason” upon a Change in Control | 2,725,000(1) | 18,772(2) | 1,550,840(6) | 4,294,612 | | David M. Klein | | | | | | By Company for “Cause” or By Executive without “Good Reason” | — | — | — | — | | By Company without “Cause” or By Executive with “Good Reason” | 2,175,000(1) | 79,064(2) | 1,081,570(3) | 3,335,634 | | Death or "Disability" | 870,000(4) | 79,064(2) | 1,081,570(5) | 2,030,634 | | By Company without “Cause” or By Executive for “Good Reason” upon a Change in Control | 2,175,000(1) | 79,064(2) | 1,236,024(6) | 3,490,088 |

  97. POTENTIAL PAYMENTS

    | (1) Pursuant to the terms of each Current NEO’s Employment Agreement, if the Current NEO’s employment with the Company is terminated by the Company without “cause” or by the executive for “good reason”, the severance payment is the sum of the following: (A) (1) earned but unpaid base salary, (2) accrued but unpaid vacation pay through the date of termination, and (3) any vested amounts due under any plan, program or policy of the Company, to the extent not previously paid (if any) (together, the “Accrued Obligations”); and (B) a severance amount equal to the sum of: (1) two times the sum of (i) the Current NEO’s base salary in effect on the date of termination (which was $700,000, $575,000, $500,000, and $435,000 for Messrs. Giglia, Springer, Reyes, and Klein, respectively, in 2025), and (ii) the greater of (x) the target annual cash bonus (which was $1,050,000, $776,250, $575,000, and $435,000 for Messrs. Giglia, Springer, Reyes, and Klein, respectively, in 2025) and (y) the actual annual cash bonus paid to the Current NEO with respect to the last full calendar year immediately preceding the date of termination (which was $565,523, $466,963, $322,031, and $275,953 for Messrs. Giglia, Springer, Reyes, and Klein, respectively, in 2024), and (2) a pro-rata portion of the annual cash bonus for the partial calendar year in which the date of termination occurs, determined by multiplying the target annual cash bonus (which was $1,050,000, $776,250, $575,000, and $435,000 for Messrs. Giglia, Springer, Reyes, and Klein, respectively, in 2025) by a fraction, the numerator of which is the number of days elapsed in the calendar year through the date of termination and the denominator of which is 365. The severance figure in the table does not include any Accrued Obligations. |

  98. POTENTIAL PAYMENTS

    | (2) Pursuant to the terms of each Current NEO’s Employment Agreement, the Company shall provide group health coverage for the Current NEO and his eligible family members for a period of up to 18 months after termination. |

  99. POTENTIAL PAYMENTS

    | 64 | Sunstone Hotel Investors |

  100. POTENTIAL PAYMENTS

    | The health insurance coverage amount reflects 18 months of monthly premium totaling $63,075, $71,820, $18,772, and $79,064 for Messrs. Giglia, Springer, Reyes, and Klein, respectively, in 2025. |

  101. POTENTIAL PAYMENTS

    | (3) Pursuant to the terms of each Current NEO’s Employment Agreement, if the Current NEO’s employment with the Company is terminated by the Company without “cause” or by the executive for “good reason”, the portion of any then-outstanding restricted stock and other equity awards that vest solely based on the Current NEO’s continued employment or service will vest and become exercisable in full. In addition, pursuant to the applicable award agreements, if a Current NEO’s service is terminated by the Company without “cause” or by the Current NEO for “good reason”, prior to the completion of the applicable Performance Period, the Performance RSU Awards will vest with respect to a number of RSUs equal to the number of RSUs which would have vested based on actual performance as of and assuming the completion of the applicable Performance Period as of the date of such termination, prorated based on the number of days during the applicable Performance Period through and including the date of such termination. For Messrs. Giglia and Springer, the shares subject to the Promotion Time-Based RSAs will vest in full and the Promotion Performance RSUs will vest with respect to a number of RSUs equal to the number of RSUs which would have vested based on actual achievement of stock price targets as of the date of such termination and assuming the Promotion Vesting Date occurred as the date of such termination. Amounts reported are based on the closing common stock price of $8.94 on the NYSE as of December 31, 2025 and include dividend equivalents payable with respect to the Performance RSU Awards. |

  102. POTENTIAL PAYMENTS

    | (4) Pursuant to the terms of each Current NEO’s Employment Agreement, if the Current NEO’s employment with the Company is terminated by reason of death or “disability”, he or, as appropriate, his estate or beneficiaries will be paid a severance amount equal to the sum of: (i) the Accrued Obligations, (ii) 100% of his annual base salary then in effect (which was $700,000, $575,000, $500,000, and $435,000 for Messrs. Giglia, Springer, Reyes, and Klein, respectively, in 2025) and (iii) a pro-rata portion of the annual cash bonus for the partial calendar year in which the date of termination occurs, determined by multiplying the target annual cash bonus (which was $1,050,000, $776,250, $575,000, and $435,000 for Messrs. Giglia, Springer, Reyes, and Klein, respectively, in 2025) by a fraction, the numerator of which is the number of days elapsed in the calendar year through the date of termination and the denominator of which is 365. The severance figure in the table does not include any Accrued Obligations. |

  103. POTENTIAL PAYMENTS

    | (5) Pursuant to the terms of each Current NEO’s Employment Agreement, if the Current NEO’s employment with the Company is terminated by reason of death or “disability”, he or, as appropriate, his estate or beneficiaries will fully vest in all then-outstanding restricted stock and other equity awards to the extent such outstanding awards, excluding the Promotion Time-Based RSAs, were scheduled to vest solely based on the passage of time and the Current NEO’s continued employment or service with the Company. In addition, pursuant to the applicable award agreements, if a Current NEO’s service is terminated by reason of death or “disability” prior to the completion of the applicable Performance Period, the Performance RSU Awards will vest with respect to a number of RSUs equal to the number of RSUs which would have vested based on actual performance as of and assuming the completion of the applicable Performance Period as of the date of such termination, prorated based on the number of days during the applicable Performance Period through and including the date of such termination. For Messrs. Giglia and Springer, the Promotion Performance RSUs will vest with respect to a number of RSUs equal to the number of RSUs which would have vested based on actual achievement of stock price targets as of the date of such termination and assuming the Promotion Vesting Date occurred as the date of such termination. Amounts reported are based on the closing common stock price of $8.94 on the NYSE as of December 31, 2025 and include dividend equivalents payable with respect to the Performance RSU Awards. |

  104. POTENTIAL PAYMENTS

    | (6) Pursuant to the terms of each Current NEO’s Employment Agreement, if the executive’s employment with the Company is terminated by the Company without “cause” or by the executive for “good reason” in connection with a change of control, the portion of any then-outstanding restricted stock and other equity awards that vest solely based on the Current NEO’s continued employment or service will vest and become exercisable in full. In addition, pursuant to the applicable award agreements, if a Current NEO’s service is terminated by the Company without “cause” or by the Current NEO for “good reason,” in connection with a change of control prior to the completion of the applicable Performance Period, the Performance RSU Awards will vest with respect to a number of RSUs equal to the number of RSUs which would have vested based on actual performance as of and assuming the completion of the applicable Performance Period as of the date of such termination, and such RSUs shall become fully vested. For Messrs. Giglia and Springer, the shares subject to the Promotion Time-Based RSAs will vest in full and the Promotion Performance RSUs will vest with respect to a number of RSUs |

  105. POTENTIAL PAYMENTS

    | 2026 Proxy Statement | 65 |

  106. POTENTIAL PAYMENTS

    | equal to the number of RSUs which would have vested based on actual achievement of stock price targets as of the date of such termination and assuming the Promotion Vesting Date occurred as the date of such change of control. Amounts reported are based on the closing common stock price of $8.94 on the NYSE as of December 31, 2025 and include dividend equivalents payable with respect to the Performance RSU Awards. |

  107. POTENTIAL PAYMENTS

    | 66 | Sunstone Hotel Investors |

  108. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S - K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Bryan A. Giglia, our CEO as of December 31, 2025. The pay ratio specified below is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S - K. For 2025, our last completed fiscal year:

  109. PAY RATIO DISCLOSURE

    | ● | the median of the annual total compensation of all of our employees (other than our CEO) was $228,161; and |

  110. PAY RATIO DISCLOSURE

    | ● | the annual total compensation of our CEO, as reported in the Summary Compensation Table included above in this Proxy Statement was $4,516,098. |

  111. PAY RATIO DISCLOSURE

    Based on this information, for 2025, our CEO’s annual total compensation was 19.8 times that of the median of the annual total compensation of all of our employees (other than our CEO).

  112. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  113. PAY VERSUS PERFORMANCE TABLE

    | | Summary Compensation | | | | | | Average | Average | Value of Initial Fixed | | | | | | Table Total (1) | | | Compensation Actually Paid (2) | | | Summary | Compensation | $100 Investment | | | | | | PEO 1 | PEO 2 | PEO 3 | PEO 1 | PEO 2 | PEO 3 | Compensation | Actually | Based On: | | | | | | John V. | Douglas M. | Bryan A. | John V. | Douglas M. | Bryan A. | Table Total | Paid | | Peer | Net Income | AFFO | | | Arabia | Pasquale | Giglia | Arabia | Pasquale | Giglia | Non-PEO NEOs | Non-PEO NEOs | Company | Group | (Loss) | Per Share | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) (3) | ($) (3) (4) | TSR ($) | TSR ($) (5) | ($ thousands) | ($) (6) | | 2025 | — | — | 4,516,098 | — | — | (688,327) | 2,266,573 | (125,316) | 88.12 | 115.35 | 24,568 | 0.86 | | 2024 | — | — | 3,946,827 | — | — | 7,336,553 | 1,996,036 | 3,583,128 | 112.19 | 121.59 | 43,262 | 0.80 | | 2023 | — | — | 4,065,496 | — | — | 4,271,146 | 2,186,607 | 2,288,186 | 98.56 | 124.07 | 206,708 | 0.95 | | 2022 | — | 3,056,142 | 5,360,331 | — | 2,976,426 | 4,470,301 | 2,698,018 | 2,264,209 | 86.16 | 100.12 | 90,766 | 0.87 | | 2021 | 8,161,442 | 2,913,754 | — | 8,457,333 | 2,891,832 | — | 1,933,105 | 2,304,828 | 103.53 | 118.22 | 32,995 | 0.09 |

  114. PAY VERSUS PERFORMANCE TABLE

    | (1) Amounts represent the compensation reported in the “Total” column for the applicable PEO in the SCT. |

  115. PAY VERSUS PERFORMANCE TABLE

    | (2) Amounts reported under Compensation Actually Paid (“CAP”) represent the amount of CAP to the applicable PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during each year. |

  116. PAY VERSUS PERFORMANCE TABLE

    | a. | Mr. Arabia separated from employment with the Company effective as of September 2, 2021 and Mr. Pasquale ceased to serve as Interim CEO upon the appointment of Mr. Giglia as CEO on March 7, 2022. |

  117. PAY VERSUS PERFORMANCE TABLE

    | b. | In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the 2025 PEO’s total compensation presented to determine the CAP: |

  118. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | Name | Bryan A. Giglia | | SCT Total Compensation | $4,516,098 | | Minus Amounts Reported in SCT "Stock Awards" Column | (2,755,993) | | Plus Fair Value at Fiscal Year ("FY") End of Stock Awards Granted During FY That Remain Unvested as of the End of the FY | 1,570,030 | | Plus Change as of FY End (From the End of the Prior FY) in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | (3,931,199) | | Plus Change in Fair Value as of Vesting Date (From the End of the Prior FY) of Stock Awards Granted in Prior FYs For Which All Applicable Vesting Conditions Were Satisfied at the End of or During the Covered FY | (87,263) | | CAP to PEO | $(688,327) |

  119. PAY VERSUS PERFORMANCE TABLE

    | c. | Fair value or change in fair value, as applicable, of equity awards in the CAP columns was determined by (i) for time-based RSAs, the closing stock price on the applicable year-end date(s) or, in the case of awards vesting during the applicable year, the closing stock price on the applicable vesting date(s); and (ii) for performance-based RSUs, the same valuation methodology as the Performance RSUs in the SCT above, the fair value was calculated using a Monte Carlo simulation valuation model as of the applicable year-end date and including assumptions expected for volatility of our stock price, dividend yield, and risk-free rate. |

  120. PAY VERSUS PERFORMANCE TABLE

    | 68 | Sunstone Hotel Investors |

  121. PAY VERSUS PERFORMANCE TABLE

    | (3) The Non-PEO NEO’s include the individuals indicated in the table below for each fiscal year. |

  122. PAY VERSUS PERFORMANCE TABLE

    | Year | Non-PEO NEOs | | 2025 | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz | | 2024 | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz | | 2023 | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz | | 2022 | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz | | 2021 | Bryan A. Giglia, Robert C. Springer, David M. Klein, Christopher G. Ostapovicz, and Marc A. Hoffman |

  123. PAY VERSUS PERFORMANCE TABLE

    | (4) Amounts reported under “Average Compensation Actually Paid” represent the amount of average CAP to the Average Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during each year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the average Non-PEO NEOs total compensation for 2025 to determine the CAP: |

  124. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | Name | Average Non-PEO NEOs | | SCT Total Compensation | $2,266,573 | | Minus Amounts Reported in SCT "Stock Awards" Column | (947,372) | | Plus Fair Value at Fiscal Year ("FY") End of Stock Awards Granted During FY That Remain Unvested as of the End of the FY | 539,697 | | Plus Change as of FY End (From the End of the Prior FY) in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | (1,382,598) | | Plus Change in Fair Value as of Vesting Date (From the End of the Prior FY) of Stock Awards Granted in Prior FYs For Which all Applicable Vesting Conditions Were Satisfied at the End of or During the Covered FY | (328,955) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End* | (272,661) | | CAP to Average Non-PEO NEOs | $(125,316) |

  125. PAY VERSUS PERFORMANCE TABLE

    * Average amounts for our non-PEO NEOs include the fair value, calculated in accordance with ASC Topic 718, of performance-based RSUs granted to Mr. Ostapovicz in prior fiscal years that were forfeited in fiscal year 2025 in connection with the termination of his employment.

  126. PAY VERSUS PERFORMANCE TABLE

    | a. | Fair value or change in fair value, as applicable, of equity awards in the average CAP column was determined by (i) for time-based RSAs, the closing stock price on the applicable year-end date(s) or, in the case of awards vesting during the applicable year, the closing stock price on the applicable vesting date(s); and (ii) for performance-based RSUs, the same valuation methodology as the Performance RSUs in the SCT above, the fair value was calculated using a Monte Carlo simulation valuation model as of the applicable year-end date and including assumptions expected for volatility of our stock price, dividend yield, and risk-free rate. |

  127. PAY VERSUS PERFORMANCE TABLE

    | (5) For each applicable fiscal year, the cumulative Peer Group TSR (the “Peer Group TSR”) represents the FTSE Nareit Equity Lodging/Resorts Index. |

  128. PAY VERSUS PERFORMANCE TABLE

    | (6) AFFO per share is a non-GAAP measure. We compute the AFFO per share component by adjusting FFO, which we calculate in accordance with standards established by Nareit, for certain noncash or nonrecurring items. AFFO is then divided by our weighted average number of common shares outstanding, adjusted for the assumed issuance of all potentially dilutive shares, for each applicable year. For more information, see our “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form |

  129. PAY VERSUS PERFORMANCE TABLE

    | 2026 Proxy Statement | 69 |

  130. PAY VERSUS PERFORMANCE TABLE

    | 10-K for the year ended December 31, 2025. Amortization of deferred stock compensation has been added to the Company adjustments to AFFO per share for 2021 to conform to the current presentation. |

  131. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  132. 2025 INDEPENDENT DIRECTOR COMPENSATION

    2025 INDEPENDENT DIRECTOR COMPENSATION

  133. 2025 INDEPENDENT DIRECTOR COMPENSATION

    | | Fees Earned or | Stock | Matching Charitable | | | Name | Paid in Cash ($)(1) | Awards ($)(2) | Contributions ($)(3) | Total ($) | | W. Blake Baird | 100,000 | 115,133 | — | 215,133 | | Michael Barnello | 8,940 | 51,760 | — | 60,700 | | Andrew Batinovich | 90,000 | 115,133 | — | 205,133 | | Monica S. Digilio | 100,000 | 115,133 | 5,000 | 220,133 | | Kristina M. Leslie | 100,000 | 115,133 | — | 215,133 | | Murray J. McCabe | 80,000 | 115,133 | — | 195,133 | | Verett Mims | 80,000 | 115,133 | — | 195,133 | | Douglas M. Pasquale (4) | 140,000 | 175,210 | 5,000 | 320,210 |

  134. 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (1) The amounts in this column represent cash compensation earned by the applicable Director during 2025. Compensation for service on the Board and its Committees is payable quarterly in arrears. |

  135. 2025 INDEPENDENT DIRECTOR COMPENSATION

    | 72 | Sunstone Hotel Investors |

  136. 2025 INDEPENDENT DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  137. 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (2) The amounts in this column represent the grant date fair value for awards of fully vested stock made to the Director in 2025 as prescribed by ASC Topic 718. To determine the number of shares granted to each Director other than Mr. Barnello, the amount of the grant, $115,000 (or $175,000 in the case of Mr. Pasquale), was divided by the average closing price of the Company’s stock over the 20 consecutive trading days ending three trading days prior to the grant date, rounded to the nearest whole share. Mr. Barnello was appointed to the Board of Directors on November 15, 2025, and therefore, his stock grant reflects compensation for a partial year of service in 2025. To determine the number of shares granted to Mr. Barnello, the amount of the grant, $52,616 was divided by the average closing price of the Company’s stock over the 20 consecutive trading days ending three trading days prior to his appointment date, rounded to the nearest whole share. |

  138. 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (3) The amounts in this column represent the aggregate annual cost to the Company of payments made in the form of charitable matching contributions. |

  139. 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (4) The Compensation Committee reviewed Mr. Pasquale’s independent chair compensation in conjunction with the full Board compensation review and the 2024 FPC Board Compensation Report and concluded that no changes should be made. |

  140. INDEPENDENT REVIEW OF DIRECTOR COMPENSATION

    INDEPENDENT REVIEW OF DIRECTOR COMPENSATION The Compensation Committee is responsible for reviewing and making recommendations to the Board on compensation and benefits for the independent directors. The Compensation Committee generally reviews the compensatory arrangement for the independent directors biennially. 2024 FPC Board Compensation Report. During 2024, FPC’s report detailed the 2023 director compensation programs (as disclosed in the 2024 proxy statements) for two select groups of publicly - traded REITs comprised of (a) a hotel peer group consisting of 11 companies with implied total capitalizations at June 30, 2024 (as identified in the 2024 FPC Board Compensation Report) ranging from approximately $1.1 billion to $18.1 billion and (b) a size/geographic peer group consisting of 12 companies with implied total capitalizations at June 30, 2024 (as identified in the 2024 FPC Board Compensation Report) ranging from approximately $2.1 billion to $9.8 billion compared to the Company’s consolidated total capitalization of $3.2 billion. Findings from the 2024 FPC Board Compensation Report were used to set the 2024 independent director compensation for the 2024 elected term and thereafter. Based on the 2024 FPC report and current market trends, the Compensation Committee determined to increase the annual cash retainer from $60,000 to $70,000 effective for the 2024 elected term and thereafter. No other changes were made to the independent directors’ compensation for 2024. Beginning in 2025, the annual equity retainer increased from $105,000 to $115,000. Effective as of the 2026 annual meeting, the Board anticipates that the annual cash retainer will instead be paid in the form of common stock, providing better alignment with stockholders.

  141. INDEPENDENT REVIEW OF DIRECTOR COMPENSATION

    | 2026 Proxy Statement | 73 |