DEF 14A of Pebblebrook Hotel Trust
Filed Apr 7, 20250001474098-25-000062
Chairman of the Board
Chairman of the Board Mr. Bortz serves as both our Chairman of the Board and our Chief Executive Officer. We believe that it is in the best interests of the Company and our shareholders for Mr. Bortz to serve as our Chairman, because of his unique insight into the Company as well as the lodging industry and his excellent reputation among institutional investors. We believe that regular meetings of independent trustees, without management present, and permitting each trustee to add items to the agenda of meetings of the Board and its committees mitigate the risk that having our Chief Executive Officer serve as our Chairman may cause management to have undue influence on the Board.
Chairman of the Board
| CORPORATE SUSTAINABILITY AND RESPONSIBILITY |
Chairman of the Board
Our Corporate Sustainability and Responsibility (“CSR”) Committee, which reports to the Nominating and Corporate Governance Committee of the Board, sets our sustainability and social responsibility strategy and oversees implementation and reporting. The committee has seven members, including three of our independent trustees (Ms. Simi, Ms. Donnell, and Mr. Miller), Mr. Martz and three of our employees. Chaired by Ms. Simi, the committee is charged with creating relevant corporate sustainability and social policies, setting baselines, engaging stakeholders, and encouraging continuous monitoring and improvement. We have built achievement of corporate sustainability and responsibility goals into the compensation program for our executive officers and other employees. Since 2022, 10% of our named executive officers’ (and employees’) target cash incentive bonus each year has been determined by the degree to which the Company successfully continues the development of its corporate sustainability and responsibility program and meets the program's commitments. In 2024, we added multiple initiatives to achieve our corporate commitment to reduce our greenhouse gas emissions intensity by 35% by 2030. We believe that by focusing on achieving this goal, while remaining committed to better understanding the ever-evolving social and environmental impacts our business has on the communities in which we operate, we will be best equipped to deliver attractive, risk-adjusted long-term total returns to our shareholders. Throughout the year, we expanded our efforts to support charitable organizations, and we remained committed to our values of corporate sustainability and responsibility. In 2024, we demonstrated our dedication to addressing social, sustainable and governance risks as we: •retained a leading provider of sustainability programs and data management for the hospitality industry to review the environmental footprint of Mission Bay Resort and Westin Gaslamp Quarter in San Diego and to analyze opportunities for resource efficiency; •completed a thorough audit of our sustainability-focused best practices; •continued our Green Ambassador Program at our properties across our portfolio; and •caused the 1 Hotel San Francisco to receive a gold LEED certification through a comprehensive redevelopment investment. As we continue with our efforts to reduce the intensity of our greenhouse gas emissions, we encourage and train our teams to identify and leverage resource efficiency opportunities to reduce operating costs, carbon emissions and the overall environmental footprint of our properties. As part of this best-practices initiative, we have developed a more in-depth, detailed, and rigorous program by which our asset management team can identify and track opportunities to enhance efficiencies in building, engineering and operations such as HVAC systems, waste management and water usage. While we rely on our major brand and third-party hotel operators to drive sustainability in hotels that we own, we continue to undertake a more proactive approach to supporting our independent third-party hotel operators in initiatives to position the Company as a sustainability leader in the U.S. lodging sector. In 2024, we continued the development of a database of key equipment across our portfolio which we will assess through a sustainability lens to populate a prioritized list of potential investments to reduce our hotel emissions based on cost-benefit analysis. This database helps us track the expected lifetime efficiency of major capital equipment and assess the right time to upgrade and invest in more efficient alternatives. Having a clear line of sight regarding opportunities to replace energy-intensive equipment such as HVAC systems and boilers can help us achieve our 2030 reduction goal for greenhouse gas emissions intensity. In 2024, we continued our Green Ambassadors Program throughout our portfolio. We believe that by having Green Ambassadors at our properties we can make significant progress towards our environmental sustainability goals, because the Green Ambassadors are involved in their respective hotel’s day-to-day operations and can drive sustainable practices at our properties. We are working collaboratively with our diverse pool of third-party hotel operator partners to develop property-level management targets and reduction plans for energy-usage, carbon emissions, water usage and waste. Through our Green Ambassador Program, we encourage our hotels and guests to make sustainable choices such as conserving water through linen-reuse initiatives or conserving energy by leveraging occupancy sensors. Mr. Martz met with the Green Ambassadors in 2024 to discuss the Company’s environmental sustainability vision and goals and to discuss how each property can make an impact on our overall environmental and social responsibility program. In addition to the above initiatives, we have made strides to promote our environmentally friendly values and social responsibility principles at our hotel properties and corporate headquarters. Since 2016, we have invested over $20 million in efficiency projects across our portfolio, including energy conservation, greenhouse gas emission reduction, water conservation and waste reduction. In 2024, these projects included installing kitchen devices to reduce cooking oil usage and waste, adding water dispensers in guestrooms to eliminate single-use plastic bottles, installing shower flow limiters and faucet flow controllers to control water flow rates and utility costs, and setting up rooftop planters to improve air quality and urban biodiversity and reduce heat absorption, lowering cooling costs. Furthermore, at some of our hotels, we upgraded certain lighting to LED bulbs, which consume less power, last longer and reduce maintenance costs while lowering greenhouse gas emissions. Our corporate office bottleless water dispenser continues to encourage reuse practices and reduced the use of plastic-bottled water, and we introduced composting, allowing us to reduce our general waste stream along with methane emissions from landfills. Our sixth annual Corporate Sustainability Report contains detailed information about our program, including highlights of the investments we have made and their benefits to the environment and the community. In addition to our climate-related initiatives, we are also deeply committed to honoring the sociocultural fabric of the communities in which our hotels and resorts operate. We were pleased to enhance our community engagement, philanthropic activities, and charitable donations in 2024. For example: •We supported multiple charities, either directly or through the charitable matching program that Pebblebrook offers to its employees. These charities include, among others, Community of Hope, Shatterproof, Best Buddies, Alzheimer’s Association, Feeding America, Leukemia & Lymphoma Society, National Multiple Sclerosis Society, St. Jude Children’s Research Hospital, and the World Central Kitchen; •We encouraged employee wellness by organizing events such as a step challenge in support of the American Heart Association, and a self-care and Employee Appreciation Day during which the Company offered 20 chair massages and distributed over 35 appreciation gift bags, reinforcing the Company's commitment to employee mental health; •The Company collected clothing items and feminine products for FAIR Girls Inc., a nonprofit aiding victims of human trafficking and vulnerable communities, and partnered with The National Center for Children and Families for the Angel Tree Program, inviting employees to donate gifts to children in the foster care system and ensuring they receive holiday presents during the holiday season; and •The Company strengthened its commitment to corporate responsibility by requiring all employees to complete Mandatory Unconscious Bias Training.
Chairman of the Board
We also financially support our hotel properties as they embark on charitable and community events. Some examples include: •Revere Hotel Boston Common provided lunches to Boston Police during the Boston Marathon, hosted the Massachusetts Down Syndrome Congress Class and held a culinary master class for students; •Mondrian Los Angeles volunteered at the Hollywood Food Coalition, helping to provide meals and essential resources to individuals experiencing food insecurity; •Montrose at Beverly Hills supported the West Hollywood Elementary fundraising gala, and Beverly Hills Fire Department Backdraft Ball through donations and event support; •Hyatt Regency Boston Harbor held Career Builder Days for Northeast Arc, providing adults with disabilities with hands-on learning opportunities in the hospitality industry, organized community cleanups, conducted clothing, school supplies and necessity drives, and supported foundations such as the St. Jude Children's Research Hospital, American Foundation for Suicide Prevention and November Foundation, •Newport Harbor Island Resort raised money for Give Kids The World, a nonprofit that provides cost-free vacations for critically ill children and their families and supported the Dr. Martin Luther King Jr. Community Center with food and toy drives; and •Marker Key West Harbor Resort and Southernmost Beach Resort donated for Hurricane Helene relief. We remain committed to broadening our talent pipeline, ensuring equitable recruitment practices, and expanding our outreach to a wider range of undergraduate institutions to enhance geographic and experiential diversity within our Company. As of December 31, 2024, women comprise over 52% of our workforce, and 23% of employees are people of color. Additionally, 50% of our non-employee trustees are female or African-American/Black. Pebblebrook is an active member of both Nareit and the American Hotel & Lodging Association (“AHLA”), both of which have focused on fighting human trafficking, harassment and forced labor, raising the minimum wage and other vital social responsibility matters. Pebblebrook is committed to AHLA’s 5-star promise on sexual assault and employee safety. Our Chief Executive Officer helped determine and guide AHLA’s priorities and plans, including whether and how to address these and other social issues, as an officer and leader of AHLA in 2018 (Treasurer), 2019 (Vice Chair of its Board), 2020 (Chair of its Board), 2021 (Chair Emeritus of its Board) and presently (member of AHLA’s Executive Committee and an Officer of AHLA). In addition, he took an active role in many of the related educational campaigns. In addition, our Chief Financial Officer co-chairs the Global Finance Committee (GFC) and the AHLA Financial Management Committee. Both committees are comprised of members of a league of financial and operational leaders from leading global and international hotel brands, operators and owners that are presently commissioned to determine the financial and operating reporting standards for the hotel industry, including publishing the 12th Edition of the Uniform Systems of Accounts for the Lodging Industry (USALI), which incorporates enhanced sustainability reporting, including new energy, water and waste metrics, into financial reporting. For information about our strong, sound corporate governance practices and policies that best serve the interests of our shareholders and our communications with shareholders holding the vast majority of our shares to discuss our governance practices and hear our shareholders’ perspectives, please see the sections of this Proxy Statement under the caption “Corporate Governance, Sustainability and Responsibility Information,” most particularly the sections under the captions “—Corporate Governance Highlights” and “—Focus on Shareholder Rights.” The charter of the CSR Committee, our Corporate Sustainability Policy and our sixth annual Corporate Sustainability Report are available on our website at www.pebblebrookhotels.com.
Chairman of the Board
| INSIDER TRADING ARRANGEMENTS AND POLICIES |
Chairman of the Board
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we have adopted an Insider Trading Policy governing transactions in our securities by our trustees, officers, employees, and consultants that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Chairman of the Board
| BOARD COMMITTEES |
Chairman of the Board
The Board has three standing committees – the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee operates under a written charter which is available under “Corporate Governance” in the Investor Relations section of our website at www.pebblebrookhotels.com. Each committee member meets the independence, experience and, with respect to the Audit Committee, the financial literacy requirements of the NYSE, the SEC, and our Corporate Governance Guidelines. Information about each of these committees is included in the following table.
Chairman of the Board
| Committee/Membership | Committee’s Primary Responsibilities | | # of 2024 Meetings | | Audit Committee | | | | | Earl E. Webb(1,2) Cydney C. Donnell(2) Ron E. Jackson(2) Bonny W. Simi(2,3) | • | Monitoring the integrity of our financial statements | 4(4) | | | • | Selecting our independent registered public accountants and monitoring their independence and performance | | | | • | Overseeing our financial reporting, including reviewing results with management and our independent registered public accountants | | | | • | Monitoring our risk assessment and management of significant risks to our financial reporting, including cybersecurity risks | | | | • | Overseeing our internal accounting controls | | | | • | Monitoring our REIT compliance procedures | | | Compensation Committee | | | | | Ron E. Jackson(1) Phillip M. Miller Michael J. Schall Earl E. Webb | • | Reviewing and recommending compensation for our senior officers | 4(4) | | | • | Administering and making awards under our long-term incentive award plans | | | | • | Retaining and terminating compensation consultants | | | | • | Administering other benefit programs of the Company | | | Nominating and Corporate Governance Committee | | | | | Bonny W. Simi(1,3) Cydney C. Donnell Phillip M. Miller Michael J. Schall | • | Recommending individuals to stand for election to the Board | 4(4) | | | • | Recommending Board committee composition | | | | • | Overseeing our corporate governance policies and procedures, including Board and trustee evaluations | |
Chairman of the Board
(1)Committee chairperson. (2)Determined by the Board to be an “audit committee financial expert.” (3)Serves as the Lead Trustee. (4)No committee members attended less than 75% of these meetings.
Chairman of the Board
| RISK MANAGEMENT OVERSIGHT |
Chairman of the Board
The Board takes an active and informed role in the Company’s risk management policies and strategies. At least annually, the Company’s executive officers, who are responsible for the Company’s day-to-day risk management, present to the Audit Committee and the Board a comprehensive report on the material risks to the Company, including credit risks, liquidity risks, financial risks and operational risks (which includes cybersecurity risks). At that time, the management team also discusses the Company’s risk mitigation strategies and plans specific to each identified risk. If necessary, the Audit Committee or the Board may delegate specific risk management tasks to management or a committee of the Board. Throughout the year, management monitors the Company’s risks and updates the Audit Committee and the Board as new material risks are identified or risks previously presented by the Board materially change. The Audit Committee also actively monitors risks to the Company throughout the year, particularly with respect to those that could affect financial reporting, and, with the aid of management, identifies any additional risks that need to be elevated for the consideration of the full Board.
Chairman of the Board
| COMMUNICATIONS WITH THE BOARD, LEAD TRUSTEE, INDEPENDENT TRUSTEES AND AUDIT COMMITTEE |
Chairman of the Board
Any shareholder or other interested party may communicate with the Board or any trustee by sending the communication to the Company’s corporate offices at 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814 in care of the Company’s Secretary. All communications should identify the party to whom it is being sent, and any communication which indicates it is for the Board or fails to identify a particular trustee will be deemed to be a communication intended for the Chairman of the Board. In addition, the Audit Committee has adopted confidential, anonymous processes for anyone to send communications to the Audit Committee with concerns or complaints concerning the Company’s regulatory compliance, accounting, audit, or internal controls issues. Any party may contact the Audit Committee via mail to: Chairperson, Audit Committee of Pebblebrook Hotel Trust, c/o Mark W. Wickersham, Esq., Hunton Andrews Kurth LLP, Riverfront Plaza, East Tower, 951 East Byrd Street, Suite 200, Richmond, Virginia 23219.
Chairman of the Board
| CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS |
Chairman of the Board
Our Corporate Governance Guidelines, which apply to our officers, trustees and employees when such individuals are acting for or on our behalf, provide in writing that each trustee will disclose any potential conflicts of interest to the Board and, if appropriate, refrain from voting on a matter in which the trustee may have a conflict of interest. Our Code of Business Conduct and Ethics, which applies to our officers, trustees, and employees, requires our officers, trustees, and employees to report any actual or potential conflict of interest to a supervisor, manager or other appropriate personnel. Any waiver of our Code of Business Conduct and Ethics for our executive officers or trustees may be made only by the Board or one of the Board’s committees. We anticipate that any waivers of our Code of Business Conduct and Ethics will be posted on our website. Our Code of Business Conduct and Ethics can be found under “Corporate Governance” in the Investor Relations section of our website at www.pebblebrookhotels.com. The Board is responsible for reviewing any transactions in which an executive officer or trustee, any trustee nominee, or any immediate family member of any such person has or will have a direct or indirect material interest. Our Code of Business Conduct and Ethics expressly prohibits the continuation of any conflict of interest by an employee, officer, or trustee except under guidelines approved by the Board. Because the facts and circumstances regarding potential conflicts are difficult to predict, the Board has not adopted a written policy for evaluating general conflicts of interest. In the event a conflict of interest arises concerning a matter to be voted on by the Board or any of its committees, the Board will review, among other things, the facts and circumstances of the conflict, the Company’s applicable corporate governance policies, the effects of any potential waivers of those policies, applicable state law, and NYSE continued listing rules and regulations, and will consider the advice of counsel, before making any decisions regarding the conflict. The Board has adopted a written policy for evaluating potential conflicts of interest with respect to investments by our trustees and executive officers in hotel properties. This policy provides that our trustees and executive officers may not acquire a controlling interest or a 5% or greater equity interest in any hotel property or hotel development project without first receiving approval from our Chief Executive Officer and the Nominating and Corporate Governance Committee. The policy does not apply to investments in publicly traded securities and passive investments in private entities such as limited partnerships or limited liability companies. None of our NEOs has any indebtedness to the Company or any relationship with the Company other than as an employee and shareholder. Change-in-control severance agreements between the Company and our NEOs are described in the “Compensation Information—Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies” section of this Proxy Statement. We have entered into indemnification agreements with each of our trustees and executive officers that provide for indemnification to the maximum extent permitted by Maryland law and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us. Maryland law permits a Maryland real estate investment trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the real estate investment trust and its shareholders for money damages except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains a provision which limits the liability of our trustees and officers to the maximum extent permitted by Maryland law.
Chairman of the Board
| TRUSTEE INFORMATION |
Chairman of the Board
| TRUSTEE NOMINEES |
Chairman of the Board
The Nominating and Corporate Governance Committee is responsible for identifying individuals who are qualified candidates to serve on the Board. That committee has identified the following seven individuals to stand for election at the Annual Meeting. Each of these nominees is currently a member of the Board. We believe that all of the nominees are intelligent, experienced, collegial, insightful, and proactive with respect to management and risk oversight, and that they exercise good judgment. The biographical descriptions below set forth certain information with respect to each nominee, including the experience, qualifications, attributes, or skills of each nominee that led us to conclude that such person should serve as a trustee.
Chairman of the Board
| Jon E. Bortz | | | | Age: 68 Trustee since: December 2009 Board Committees: None (Chief Executive Officer and Chairman of the Board) | | Background | | | • | LaSalle Hotel Properties (“LaSalle”), then a publicly traded lodging REIT (April 1998 to September 2009) – Founder, President, Chief Executive Officer and a Trustee; Chairman of the Board (January 2001 until retiring from LaSalle) | | • | JLL, Inc. (“JLL”) (1981 to April 1998) – Founder and President of Hotel Investment Group of JLL (from January 1994), oversaw all of JLL’s hotel investment and development activities; Managing Director of JLL’s Investment Advisory Division (January 1995 to April 1998), responsible for certain East Coast development projects; Senior Vice President of JLL’s Investment Division (January 1990 to 1995), responsible for East Coast development projects and workouts | | • | Federal Realty Investment Trust (NYSE:FRT) – former member of the Board of Trustees and its Audit Committee and Nominating and Governance Committee (June 2005 to May 2021) | | • | Nareit (formerly known as the National Association of Real Estate Investment Trusts) – member of the Advisory Board of Governors; former member of the Executive Committee and the Governance and Nominating Committee | | • | American Hotel & Lodging Association (AHLA) – officer, member of the Executive Committee; Chair of HotelPAC; former Chair of the Board of Directors | | • | B.S. in Economics from The Wharton School of the University of Pennsylvania; Certified Public Accountant (inactive) | | Specific Qualifications and Skills | | | Among other qualifications, including being the founder of Pebblebrook Hotel Trust, Mr. Bortz brings to the Board executive leadership experience, including his long and distinguished career as chairman and chief executive of two publicly traded REITs in the lodging industry; extensive experience in hotel asset management and development; and deep experience addressing broad lodging-industry issues in collaboration with other owners and leaders of lodging brands, hotel management companies and REITs through his active leadership roles at AHLA and Nareit. | |
Chairman of the Board
| Cydney C. Donnell | | | | Age: 65 Trustee since: December 2009 Board Committees: Audit; Nominating and Corporate Governance | | Background | | | • | Zella Properties, LLC, an investments consulting firm (since 1997) – Founder and President | | • | Mays Business School of Texas A&M University (“Mays School”) (January 2004 to December 2022) – Associate Department Head – Finance; Executive Professor (former Director of Real Estate Programs) | | • | European Investors/E.I.I. Realty Securities, Inc. (“EII”) (1986 to 2003) – Chair of the Investment Committee (2002 to 2003); Head of the Real Estate Securities Group and Portfolio Manager (1992 to 2002); VP and Analyst (1986 to 1992) | | • | RepublicBanc Corporation – real estate lending officer (1982 to 1986) | | • | Nareit (formerly known as the National Association of Real Estate Investment Trusts) – member of the Institutional Advisory Committee | | • | American Campus Communities, Inc., then a publicly traded, student-housing REIT (August 2004 to August 2022) – Chair of the Board of Directors; member of the Executive Committee and the Capital Allocation Committee of the Board | | • | Trinity University – member of the Board of Trustees, the Investments Committee (chairperson) and the Executive and Operations Committee | | • | Madison Harbor Balanced Strategies, Inc., a real estate fund of funds registered under the Investment Company Act of 1940, which was liquidated and deregistered in 2017 – served as member of the Valuation Committee (chairperson), the Nominating and Compensation Committee and the Audit Committee of the Board of Directors | | • | B.B.A. from Texas A&M University; M.B.A. from Southern Methodist University | | Specific Qualifications and Skills | | | Among other qualifications, Ms. Donnell brings to the Board executive leadership experience, including experience in the public real estate industry and investment experience in publicly traded real estate securities, along with experience from teaching courses in real estate investment and real estate capital markets and portfolio management, including modules on corporate governance, at the business school level. | |
Chairman of the Board
| Ron E. Jackson | | | | Age: 82 Trustee since: December 2009 Board Committees: Compensation (Chair); Audit | | Background | | | • | Meadowbrook Golf, a multi-faceted golf company with divisions in golf turf equipment, golf maintenance and golf operations (since January 2001) – President and Chief Executive Officer | | • | Resort Condominiums International (“RCI”), a Cendant Company with 2,600 resorts in 109 countries (until 2001) – President and Chief Operating Officer | | • | Chartwell Leisure, a hotel owner/operator, and developer (prior to RCI) – Chief Operating Officer | | • | Sunbelt Hotels and Sunbelt Management Company, which was the largest franchisee of Hilton Hotels in the United States (prior to Chartwell Leisure) – Founder, President, and Chief Executive Officer | | • | B.S. in Finance and Marketing from Brigham Young University; M.B.A. from the University of Utah | | Specific Qualifications and Skills | | | Among other qualifications, Mr. Jackson brings to the Board executive leadership experience, including his experience as a chief executive of a large company in the golf industry, along with significant experience as a senior executive in the lodging and resort industry. | |
Chairman of the Board
| Phillip M. Miller | | | | Age: 72 Trustee since: May 2011 Board Committees: Compensation; Nominating and Corporate Governance | | Background | | | • | Miller Management Group LLC, a financial services and payments consulting firm (since September 2018) – President and Chief Executive Officer | | • | First Data Corporation (September 2015 to September 2018) – Senior Vice President of Global Payment Relations and Sponsorships, managed First Data’s relationship with its payment networks and bank sponsors, globally | | • | MasterCard Advisors (2005 to September 2015) – Global Head - Acquiring Knowledge Center, responsible for Electronic Payments Thought Leadership and consulting engagements with banks globally (March 2012 to September 2015); Senior Vice President and Group Head, responsible for the disciplines of market development and marketing for the e-commerce and retail business groups (January 2010 to March 2012); Global Solutions Leader, responsible for consulting engagements in strategy and information services for large banks and card acquirers globally (2005 to 2010) | | • | Teleglobal International, LTD, a stored-value, secure online payments product (2002 to 2005) – Executive Chairman | | • | Chase Merchant Services, LLC, a division of Chase Bank (2001 to 2002) – President and Chief Executive Officer | | • | GE Money, the consumer financial services division of General Electric Company (1995 to 2001) – SVP Global Head of Marketing, Strategic Planning, and Product Development | | • | Citibank’s International Private Banking business (1985 to 1995) – Vice President of International Product Development and Marketing | | • | B.S. in Marketing and M.B.A. in International Business and Finance from The American University; Certificate of Corporate Governance - Effectiveness and Accountability in the Boardroom from J.L. Kellogg Graduate School of Management at Northwestern University | | Specific Qualifications and Skills | | | Among other qualifications, Mr. Miller brings to the Board executive leadership experience, including his extensive experience as a senior executive in the financial services industry, along with his significant marketing and consulting expertise. | |
Chairman of the Board
| Michael J. Schall | | | | Age: 67 Trustee since: December 2009 Board Committees: Compensation; Nominating and Corporate Governance | | Background | | | • | National Storage Affiliates Trust (NYSE:NSA), a publicly traded self-storage properties REIT (since May 2024) - Member of the Board of Trustees | | • | Essex Property Trust, Inc. (NYSE:ESS), a publicly traded multifamily REIT (“Essex”) (since 1993) – Advisor to the CEO (Independent Contractor, since April 1, 2024), Executive Director (March 2023 to March 2024); President and Chief Executive Officer (January 2011 to March 2023); Member of Board (1994 to May 2024); Senior Executive Vice President and Chief Operating Officer (2005 to January 2011), responsible for the strategic planning and management of Essex’s property operations, redevelopment and co-investment programs; Chief Financial Officer (1993 to 2005) | | • | The Marcus & Millichap Company (1986 to 1993) – Chief Financial Officer of Essex’s predecessor, Essex Property Corporation | | • | Churchill International, a technology-oriented venture capital company (1982 to 1986) – Director of Finance | | • | Ernst & Young (then known as Ernst & Whinney) (1979 to 1982) – audit department, specializing in the real estate and financial services industries | | • | American Institute of Certified Public Accountants – Member | | • | National Multi Housing Council – Member | | • | B.S. from the University of San Francisco; Certified Public Accountant (inactive) | | Specific Qualifications and Skills | | | Among other qualifications, Mr. Schall brings to the Board executive leadership experience, including his distinguished career as a senior executive, chief executive, and board member of a publicly traded REIT, along with his extensive experience in accounting and finance. | |
Chairman of the Board
| Bonny W. Simi | | | | Age: 63 Trustee since: April 2019 Board Committees: Nominating and Corporate Governance (Chair); Audit — also serves as Lead Trustee | | Background | | | • | Joby Aviation, Inc. (NYSE:JOBY), a publicly traded manufacturer, owner and operator of electric vertical takeoff and landing (eVTOL) aircraft – President of Operations (since February 2024); Head of Air Operations and People (December 2020 through January 2024) | | • | JetBlue Technology Ventures, LLC, the venture capital subsidiary of JetBlue Airways Corporation (“JetBlue”), which incubates, invests in and partners with early stage startups at the intersection of technology, travel, and hospitality – Advisor (December 2020 to June 2024); President (January 2016 to December 2020) | | • | JetBlue – Advisor (December 2020 to June 2024); Vice President Technology Innovations (January 2016 to December 2020); Vice President Talent (September 2011 to January 2016), overseeing talent acquisition, performance management, succession planning, people analytics and organizational development; various operational, leadership and financial roles in Airports, System Operations, Call Center Operations and Flight Operations (September 2003 to September 2011) | | • | United Airlines, Inc. (1990 to 2003) – airline pilot | | • | United States Olympian (1984, 1988 and 1992) – three-time competitor in the luge | | • | Network television commentator for the Olympics of 1994, 1998 and 2002 | | • | Red Lion Hotels Corporation (until March 2021, NYSE:RLH) (March 2017 to May 2020) – Member of the Board of Directors, Chair of its Compensation Committee and member of its Nominating and Corporate Governance Committee | | • | United States Olympic and Paralympic Committee - member of the Nominating and Governance Committee of the Board of Directors | | • | B.A. in Communications from Stanford University; M.S. in management from the Stanford Graduate School of Business; M.S. in Management Science and Engineering from the Stanford School of Engineering; M.S. in Human Resource Management from Regis University | | • | Board Leadership Fellow with the National Association of Corporate Directors; CERT Certificate in Cybersecurity Oversight from the CERT Division of the Software Engineering Institute at Carnegie Mellon University | | Specific Qualifications and Skills | | | Among other qualifications, Ms. Simi brings more than 30 years of operations, human resources, and technology experience to the Board, with executive leadership experience in the travel industry and experience as a director of a NYSE-listed hospitality and leisure company. | |
Chairman of the Board
| Earl E. Webb | | | | Age: 68 Trustee since: December 2009 Board Committees: Audit (chair), Compensation | | Background | | | • | 9th Green Advisors LLC, a commercial real estate strategy and advisory firm serving investors in, occupiers of, and lenders to real estate assets throughout North America (since April 2021) – Founder and Managing Partner | | • | Avison Young, LLC, a Canada-based commercial real estate company (September 2009 to April 2021) – Chairman, Global Capital Markets; member of the Board of Directors and its Audit and Executive Committees | | • | JLL (January 2003 to August 2009) – Chief Executive Officer of JLL’s Capital Markets Group in the Americas, responsible for strategic direction and management of all capital markets activities throughout the region | | • | Jones Lang LaSalle Americas, Inc. (1985 to December 2002) – Chief Executive Officer (February 1999 to Dec. 2002) | | • | Continental Illinois National Bank (1981 to 1985) – Second Vice President in the Capital Markets Group | | • | University of Virginia’s Center for Real Estate and the Built Environment and the McIntire Foundation Board of Trustees – Board Member | | • | George Smith Partners/AXCS Capital – Advisory Board Member | | • | Airwavz Solutions Inc. (a privately held in-building wireless company) – Advisory Board Member | | • | B.S. from the University of Virginia; M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University | | Specific Qualifications and Skills | | | Among other qualifications, Mr. Webb brings to the Board executive leadership experience, including his extensive experience as a senior executive in the real estate and financial services industries, along with his significant capital markets expertise, and his prior public board experience with JLL and Players International. | |
Chairman of the Board
| PROCESS FOR SELECTING TRUSTEES |
Chairman of the Board
Before each annual meeting of shareholders, the Nominating and Corporate Governance Committee considers the nomination of all current trustees and also considers new candidates whenever there is a vacancy on the Board or whenever a vacancy is anticipated due to a change in the size or composition of the Board, retirement of a trustee or for any other reason. In addition to considering incumbent trustees, the Nominating and Corporate Governance Committee identifies trustee candidates based on recommendations from the trustees, shareholders, management, and others. Although the Nominating and Corporate Governance Committee may in the future engage the services of a third-party search firm to assist in identifying or evaluating trustee candidates, no such firm was engaged in 2024. The Nominating and Corporate Governance Committee annually evaluates the effectiveness of the Board as a whole and of each individual trustee and identifies any areas in which the Board would be better served by adding new members with different skills, backgrounds or areas of experience, and whether the average tenure of our trustees is appropriate for the Company. The Board considers trustee candidates, including those nominated by shareholders, based on a number of factors including: whether the candidate will be “independent,” as such term is defined by the NYSE listing standards; whether the candidate possesses the highest personal and professional ethics, integrity and values; whether the candidate contributes to the overall diversity of the Board; and whether the candidate has an inquisitive and objective perspective, practical wisdom and mature judgment. Candidates are also evaluated on their understanding of our business, experience, and willingness to devote adequate time to carrying out their duties as trustees of the Company. The Nominating and Corporate Governance Committee also monitors the mix of skills, experience, background, and length of service on the Board to ensure that the Board has the necessary composition to perform its oversight function effectively. We do not have a formal policy about diversity of Board membership, but the Nominating and Corporate Governance Committee does consider a broad range of factors when nominating trustee candidates to the Board, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin. The Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.
Chairman of the Board
| PROCESS FOR SHAREHOLDERS TO RECOMMEND TRUSTEE NOMINEES |
Chairman of the Board
The Nominating and Corporate Governance Committee will consider appropriate nominees for trustees whose names are submitted in writing by a shareholder of the Company. Trustee candidates submitted by our shareholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other candidates. Nominations must be addressed to Pebblebrook Hotel Trust, 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814, Attention: Raymond D. Martz, Secretary, and must describe the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as a trustee if elected. In order for the nominee to be considered for the next annual election of trustees and be included in the proxy statement for that election, any such written request must comply with the requirements set forth in our Bylaws and as set forth below under “General Information—Solicitation of Proxies, Shareholder Proposals and Other Matters—Shareholder Proposals and Trustee Nominations for Inclusion in the 2026 Proxy Statement.” In addition, shareholders have what is commonly known as the right to “proxy access.” A shareholder, or a group of up to 20 shareholders, owning at least 3% (0.1% for each group member) of the outstanding Common Shares continuously for at least the prior 3 years may nominate for election to the Board, and include in the Company’s proxy materials for its annual meeting of shareholders, nominees representing up to 20% of the number of trustees then serving on the Board (rounding down to the closest whole number). See “Corporate Governance Information—Focus on Shareholder Rights.”
Chairman of the Board
| TRUSTEE COMPENSATION |
Chairman of the Board
As summarized in the table below, our compensation program for trustees who are neither employed by nor otherwise affiliated with the Company includes an annual retainer and an additional amount for serving as the chairperson of one of the Board’s standing committees. At least 50% of the total fee for each trustee is paid in the form of Common Shares, but at their election, each trustee may opt to receive up to 100% of the total fee in the form of Common Shares. The program does not include any fees for attending meetings. Upon initially joining the Board, an independent trustee receives 2,500 restricted Common Shares, which vest pro rata over three years. The amounts shown in the following table for 2024 are the same as they were for 2023 and have not been increased since 2018.
Chairman of the Board
| Program Element | Amount | Form of Payment | | Annual Retainer | $155,000 | At least 50% in Common Shares (up to 100% at recipient’s election) | | Committee Chairperson Annual Fees | $20,000 for Audit Committee $15,000 for Compensation Committee $10,000 for Nominating and Corporate Governance Committee | | | Meeting Attendance Fees | None | | | One-Time Grant upon Joining Board | 2,500 restricted Common Shares (three-year pro rata vesting) | | | Equity Ownership Guidelines | Ownership of equity of the Company with a dollar value of at least 3 times annual compensation within 5 years after becoming a trustee (or after an increase of compensation levels) | |
Chairman of the Board
As of December 31, 2024, all trustees were in compliance with the equity ownership guidelines. Total compensation paid in January 2025 to our independent trustees for service in 2024 was as follows:
Chairman of the Board
| | Fees Earned or Paid in Cash | | | | | Name | Annual Retainer | Committee Chair Fee | Share Awards | Total(1) | | Cydney C. Donnell | $155,000 | — | — | $155,000(2) | | Ron E. Jackson | $155,000 | $15,000 | — | $170,000(3) | | Phillip M. Miller | $155,000 | — | — | $155,000(4) | | Michael J. Schall | $155,000 | — | — | $155,000(5) | | Bonny W. Simi | $155,000 | $10,000 | — | $165,000(6) | | Earl E. Webb | $155,000 | $20,000 | — | $175,000(7) |
Payments Upon Termination and Vesting of Equity Awards Upon A Change in Control
Payments Upon Termination and Vesting of Equity Awards Upon A Change in Control We have a change in control severance agreement in place with each NEO providing for various payments and benefits to be made to them if there is a change in control or their employment with us is terminated for certain reasons. The circumstances in which payments may be made and the potential amounts of those payments are described in more detail in the “—Change in Control Severance Agreements, Equity Vesting and Other Termination Policies” and “—Termination Payments Table” sections below. We believe that the payments provided for in these agreements are reasonable and appropriate as part of the total compensation packages available for our NEOs. In addition, the Compensation Committee considers the effect of accelerated vesting of certain equity awards upon a termination of a named executive officer or a change in control of the Company. The Compensation Committee approves the terms of the time-based restricted share award agreements and the performance-based equity award agreements, including the immediate vesting of time-based restricted Common Shares (and, in the case of performance-based equity awards, the immediate vesting of at least the target number of Common Shares) upon a change in control of the Company, upon a NEO’s resignation for good reason or upon a named executive officer’s termination without cause. The Compensation Committee believes that the terms of the time-based restricted share award agreements and the performance-based equity award agreements are competitive with those of other lodging REITs, promote stability among the Company’s NEOs, which is important to the Company’s overall performance, and provide the appropriate incentive to align the interests of management with shareholders’ interests in evaluating potential acquisitions and strategic options. For more information on the vesting terms of our NEOs’ time-based restricted Common Shares and performance-based equity awards, see “Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies—Vesting of Long-Term Equity Incentive Awards.”
No Share Options; Timing of Grants of Certain Equity Awards
| SUMMARY COMPENSATION TABLE |
No Share Options; Timing of Grants of Certain Equity Awards
| GRANTS OF PLAN-BASED AWARDS TABLE |
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Tables and the Grants of Plan-Based Awards Table was paid or awarded, are described above under “— Compensation Discussion and Analysis (“CD&A”).” The terms of change in control severance agreements that we have entered into with our executives are described below under “— Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies.”
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE |
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
The following table sets forth information with respect to outstanding equity awards held by our NEOs as of December 31, 2024.
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
| | | Share / Unit Awards | | | | | Name | Date of Grant | Number of Shares/Units That Have Not Vested (#) | Market Value of Shares/Units That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested(1) ($) | | Jon E. Bortz | February 18, 2021 | 108,017(2) | 1,463,630 | — | — | | | May 16, 2022 | 16,644(3) | 225,526 | 23,968(4) | 324,766 | | | February 17, 2023 | 61,454(5) | 832,702 | 276,544(4) | 3,747,171 | | | February 15, 2024 | 95,747(6) | 1,297,372 | 287,240(4) | 3,892,102 | | Raymond D. Martz | February 18, 2021 | 96,015(2) | 1,301,003 | — | — | | | May 16, 2022 | 7,133(3) | 96,652 | 10,272(4) | 139,186 | | | February 17, 2023 | 26,063(5) | 353,154 | 117,284(4) | 1,589,198 | | | February 15, 2024 | 40,606(6) | 550,211 | 121,816(4) | 1,650,607 | | Thomas C. Fisher | February 18, 2021 | 96,015(2) | 1,301,003 | — | — | | | May 16, 2022 | 7,133(3) | 96,652 | 10,272(4) | 139,186 | | | February 17, 2023 | 26,063(5) | 353,154 | 117,284(4) | 1,589,198 | | | February 15, 2024 | 40,606(6) | 550,211 | 121,816(4) | 1,650,607 |
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
(1)Pursuant to SEC rules, for purposes of this table the market value per restricted Common Share or LTIP unit is assumed to be $13.55, the closing market price per Common Share at the end of the last completed fiscal year. (2)This is the number of restricted LTIP Class B Units that have not vested from an initial award that vested or will vest in one-quarter increments on January 1, 2023, 2024, 2025 and 2026. (3)This is the number of LTIP units or restricted Common Shares that have not vested from an initial award that vested or will vest in one-third increments on January 1, 2023, 2024 and 2025. (4)This is the maximum number of performance units that may vest (and settle in the form of Common Shares) from this performance-based equity award. (5)This is the number of LTIP units or restricted Common Shares that have not vested from an initial award that will vest in one-third increments on January 1, 2024, 2025 and 2026. (6)This is the number of LTIP units or restricted Common Shares that have not vested from an initial award that will vest in one-third increments on January 1, 2025, 2026 and 2027.
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
| OPTION EXERCISES AND SHARES/UNITS VESTED TABLE |
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
The Company has not granted any share option awards to our NEOs. The following table sets forth information with respect to the vesting of our NEOs’ restricted Common Shares, performance-based equity awards and LTIP Class B units during 2024.
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
| | Share/Unit Awards | | | Name | Number of Shares/Units Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Jon E. Bortz | 172,131 | 2,758,573 | | Raymond D. Martz | 97,231 | 1,557,004 | | Thomas C. Fisher | 97,231 | 1,557,004 |
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
(1)Amounts include vested LTIP Class B units, restricted Common Shares, and performance-based equity awards (which were settled in Common Shares). (2)For purposes of this table, the market value per vested LTIP Class B unit is assumed to be the closing market price per Common Share on the vesting date. For more information regarding the Company’s assumptions made in the valuation of these equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
| EQUITY COMPENSATION PLAN INFORMATION |
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
The following table summarizes information, as of December 31, 2024, relating to the Equity Incentive Plan, pursuant to which grants of options, restricted shares, restricted units, or other rights to acquire shares may be made from time to time.
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | Equity compensation plans approved by security holders(1) | 1,802,322(2) | —(3) | 369,751(4) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,802,322 | — | 369,751 |
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
(1)Consists of the Equity Incentive Plan. (2)Includes the target amount of all outstanding, unvested performance units awarded under the Equity Incentive Plan, which, if vested, will be settled in the form of Common Shares, and the amount of all outstanding LTIP units, which, when vested and after reaching parity with OP units, may be exchanged for an equal number of OP units and subsequently redeemed for cash or an equal number of Common Shares, at our option. As of March 28, 2025, the aggregate number of securities to be issued pursuant to LTIP units and the target amount of performance units was 2,138,230. (3)Performance units and LTIP units have no exercise price. (4)The aggregate limit of Common Shares available for grant under the Equity Incentive Plan is 5,347,625. The number shown in the table assumes 807,485 performance units will vest at target and be settled in Common Shares. As of March 28, 2025, no securities remain available for future issuance under the Equity Incentive Plan.
Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
| CHANGE IN CONTROL SEVERANCE AGREEMENTS, EQUITY AWARD VESTING AND OTHER TERMINATION POLICIES |
Vesting of Long-Term Equity Incentive Awards
| CEO PAY RATIO |
Vesting of Long-Term Equity Incentive Awards
| PAY VERSUS PERFORMANCE |
Vesting of Long-Term Equity Incentive Awards
| Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2,3) | Average Summary Compensation Table Total for Non-CEO NEOs(4) | Average Compensation Actually Paid to Non-CEO NEOs(2,4,5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in 000s) | Hotel EBITDA per Key (in 000s)(8) | | | | | | | TSR(6) | Peer Group TSR(7) | | | | 2024 | $7,377,014 | $4,825,691 | $3,364,217 | $2,189,874 | $51.19 | $117.73 | $16 | $31.1 | | 2023 | $6,989,824 | $7,356,097 | $3,186,354 | $3,540,561 | $60.20 | $112.22 | $(74,276) | $29.2 | | 2022 | $5,724,130 | $(1,271,585) | $2,639,892 | $(1,188,791) | $50.30 | $100.79 | $(84,981) | $30.9 | | 2021 | $11,273,094 | $11,209,540 | $7,201,511 | $7,146,486 | $83.83 | $134.14 | $(186,372) | $12.0 | | 2020 | $4,364,168 | $2,858,485 | $2,134,962 | $1,521,916 | $70.33 | $94.92 | $(392,593) | $(3.1) |
Relationship to Compensation Actually Paid
Relationship to Compensation Actually Paid The following chart illustrates the compensation actually paid (as computed in accordance with SEC rules, the “CAP”) of our CEO, the average CAP of the two other NEOs, and the values of $100 investments made in Common Shares and the Nareit Equity REITs Index on January 1, 2020 as of December 31, 2020, 2021, 2022, 2023 and 2024 (as computed in accordance with SEC rules, “Company TSR” and “Peer Group TSR,” respectively). One of our primary objectives for our compensation program is to align the financial interests of our NEOs with those of our shareholders. As shown in the chart above, our NEOs’ CAPs increased when the Company’s TSR increased and our NEOs’ CAPs decreased when the Company’s TSR decreased. This is in large part a result of the high percentage of our NEOs’ compensation that is paid in the form of time-vesting Common Shares and performance-based equity that vests based on the Company’s TSR and the Company’s TSR relative to the TSRs of the TSR Peer Group. When the Company’s TSR is positive, and especially when it is strong relative to the TSRs of the TSR Peer Group, more of our NEOs’ performance-based equity awards vest and all equity that vests has greater value. Conversely, when the Company’s TSR is negative, and especially when it is also weak relative to the TSRs of the TSR Peer Group, less of our NEOs’ performance-based equity awards vest and all equity that vests has less value. In contrast, as the following two charts show, there has been almost no correlation between our NEOs’ CAPs and either Net Income or Hotel EBITDA per Key. In our compensation program for each of the years presented, we did not use Net Income to determine any portion of our NEOs’ compensation, and we used Hotel EBITDA per Key only for the cash incentive bonus, to which it contributed a weighted-average 1.7% of our NEOs’ target total compensation for 2021, 2022, 2023 and 2024.