DEF 14A of Summit Hotel Properties, Inc., Apr 3, 2024

DEF 14A of Summit Hotel Properties, Inc.

Filed Apr 3, 2024 · FY20230001497645-24-000027

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Introduction

    Introduction As of April 3, 2024, the Board has eight members. The eight people named below, each of whom currently serves on the Board, have been recommended by the Nominating and Corporate Governance Committee and nominated by our Board to serve on the Board until our 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Board has no reason to believe that any of the nominees will be unable, or will decline, to serve if elected. The Board has determined that each director nominee named below except Mr. Stanner is independent under applicable SEC and New York Stock Exchange (the “NYSE”) rules. Recommendation: OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES. The following table sets forth the name, position with the Company and age (as of the annual meeting) of each nominee for election to the Board at the annual meeting:

  3. Board of Directors Nominees

    Board of Directors Nominees

  4. Board of Directors Nominees

    | Name, Age | Director Since | Position | Service on Other U.S. Public Company Boards | | Bjorn R. L. Hanson, 72 | 2011 | Independent Director | N/A | | Jeffrey W. Jones, 62 | 2014 | Chairman of the Board and Chair of Audit Committee | Noodles & Company (NASDAQ: NDLS) | | Kenneth J. Kay, 69 | 2014 | Independent Director and Chair of Compensation Committee | Genius Sports Ltd. (NYSE: GENI) | | Mehulkumar B. Patel, 48 | 2022 | Independent Director | N/A | | Amina Belouizdad Porter, 40 | 2021 | Independent Director | N/A | | Jonathan P. Stanner, 43 | 2021 | Director, President and Chief Executive Officer | N/A | | Thomas W. Storey, 67 | 2011 | Independent Director | N/A | | Hope S. Taitz, 60 | 2017 | Independent Director and Chair of Nominating and Corporate Governance Committee | N/A |

  5. Board of Directors Nominees

    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, diversity, attributes or skills of each nominee that led us to conclude that he or she should serve as a director, if elected.

  6. Nominees

    Nominees Bjorn R. L. Hanson. Dr. Hanson has been a member of the Board since February 2011 and currently serves as a member of the Audit Committee and Nominating and Corporate Governance Committee. Dr. Hanson served as our Lead Independent Director from June 2015 to January 2017, chaired the Audit Committee from December 2013 to June 2015 and chaired the Nominating and Corporate Governance Committee from May 2016 to May 2020. Dr. Hanson’s career has been in the hospitality industry. He founded the hospitality, sports, convention and leisure practices and held various positions at PricewaterhouseCoopers and Coopers & Lybrand, including National Industry Chairman for the Hospitality Industries, National Service Line Director for Hospitality Consulting, National Industry Chairman for Real Estate, Real Estate Service Line Director and National Director of Appraisal Services. Additionally, he served on PricewaterhouseCooper’s U.S. leadership committee and global financial advisory services management committee. Dr. Hanson was also managing director with two Wall Street firms, Kidder, Peabody & Co. and PaineWebber Inc., for which he led banking and research departments for lodging and gaming. He joined the New York University in 2008 as a clinical professor teaching in the Tisch Center for graduate and undergraduate hospitality and tourism programs. In 2010, he was appointed as the NYU divisional dean of that program and in 2012 was appointed co-interim dean of one of NYU’s 18 schools and colleges. He is now Adjunct Clinical Professor. Dr. Hanson is an active lodging consultant, including as an expert witness and researcher, and is the Executive Vice President of 795 Fifth Avenue Corporation, the entity that owns The Pierre, A Taj Hotel, New York. Dr. Hanson received a B.S. from Cornell University School of Hotel Administration, an M.B.A. from Fordham University and a Ph.D. from New York University. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Dr. Hanson should serve as a director, if elected, because he brings a wide range of experience in consulting and investment banking in the hospitality industry to the Board. He also brings research and quantitative analysis perspectives on the hospitality and tourism industries, which enhances the ability of the Board to analyze macroeconomic issues and trends relevant to our business. Finally, Dr. Hanson’s leadership roles in market trend analysis, economic analysis and financial analysis specific to our industry provide the Board with additional depth in analyzing financial reporting issues faced by companies similar to ours. Jeffrey W. Jones. Mr. Jones has been a member of the Board since July 2014 and currently serves as Chairman of the Board and chair of the Audit Committee and is a member of the Compensation Committee. Prior to being appointed Chairman of the Board on January 1, 2022, Mr. Jones served as the Company’s Lead Independent Director. From 2003 to 2012, Mr. Jones served as the Chief Financial Officer for Vail Resorts, Inc. (NYSE: MTN), a publicly held resort management company, and also served as a member of the Board of Directors of Vail Resorts, Inc. from 2008 through 2012. In addition, later in his tenure at Vail Resorts, Inc., Mr. Jones also served as President - Lodging, Retail and Real Estate. Mr. Jones is also currently Chairman of the Board of Directors, chairs the audit committee and is a member of the compensation committee for Noodles & Company (NASDAQ: NDLS), a publicly held fast-casual restaurant chain. Mr. Jones also serves on the Board of Directors of Invited (f/k/a ClubCorp), a privately held hospitality company. From December 2013 to January 2024, Mr. Jones served on the Board of Directors, was the Lead Independent Director, chaired the audit and finance committee and was a member of the compensation committee of Hershey Entertainment and Resorts, a privately held entertainment and hospitality company. Prior to joining Vail Resorts, Inc., Mr. Jones held chief financial officer positions with Clark Retail Enterprises and Lids Corporation. Mr. Jones received a B.A. in Accounting and American Studies from Mercyhurst College (n/k/a Mercyhurst University) and is a member of the American Institute of Certified Public Accountants (AICPA). The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Jones should serve as a director, if elected, because of his significant management, financial, hospitality industry and mergers and acquisition experience and expertise, which he has acquired through his fifteen years as a chief financial officer, including ten years as chief financial officer and four years as a director, as well as president of lodging, retail and real estate, of a publicly held resort management company. In addition, Mr. Jones’s other experience in leadership roles as a corporate board director and audit committee member and chair provides the Board with perspective into corporate governance best practices. Kenneth J. Kay. Mr. Kay has been a member of the Board since July 2014 and currently serves as chair of the Compensation Committee and is a member of the Audit Committee. Since March 2023, he also serves on the Board of Directors, is the chair of the compensation committee and is a member of both the audit committee and the nominating and corporate governance committee of Genius Sports Ltd. (NYSE: GENI), the official data, technology and broadcast partner company that powers the global ecosystem connecting sports, betting and media. From July 2015 until July 2022, Mr. Kay was the Chief Financial Officer and a member of the Office of the CEO of MGM Holdings, Inc., a leading entertainment studio focused on the production and global distribution of film and television content, that was acquired by Amazon.com, Inc. in March 2022. Previously, Mr. Kay held the position of Chief Financial Officer of Las Vegas Sands Corp. (“Las Vegas Sands”) (NYSE: LVS) from December 2008 to July 2013, a leading global hospitality and gaming company. Prior to working for Las Vegas Sands, Mr. Kay was Senior Executive Vice President and Chief Financial Officer of CB Richard Ellis Group, Inc. (“CBRE”) (NYSE: CBG), a global commercial real estate services firm, from June 2002 to December 2008. Mr. Kay began his career with PricewaterhouseCoopers, primarily focusing his efforts on large, publicly owned multinational companies. After leaving public accounting, his career included senior financial and operational roles at Ameron International, Systemed Inc., Universal Studios and, just prior to CBRE, as Chief Financial Officer of Dole Food Company, Inc. (formerly NYSE: DOLE). Mr. Kay is a member of the Board of Governors of Cedars Sinai Medical Center and The Board of Councilors of the USC Leventhal School of Accounting. Mr. Kay received a B.S. degree in accounting and an M.B.A. degree from the University of Southern California. Mr. Kay is a Chartered Global Management Accountant, a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Kay should serve as a director, if elected, because of his professional background and experience, education, Fortune 500 senior-executive level positions in real estate and hospitality and his extensive finance, accounting, operational and mergers and acquisitions experience and expertise.

  7. Nominees

    Mehulkumar B. Patel. Mr. Patel joined the Board in January 2022 upon the substantial completion of the Company’s acquisition of a 27-property portfolio from NewcrestImage. He has been Chairman and CEO of privately owned NewcrestImage since the Dallas-based firm was formed in early 2013 to harness the unique skills and synergies of Newcrest Management and Image Hospitality. From 2013 to 2014, Mr. Patel served as the youngest chairman in the history of the Asian American Hotel Owners Association (AAHOA). He continues to be actively involved in hotel industry leadership roles, serving on the brand councils of, Hyatt Place and Hyatt House for Hyatt Hotels Corporation, and Hampton Inn & Suites for Hilton Worldwide. Currently, he is an owner and serves on the Board of Directors of American Bank, a community bank located in North Dallas. Mr. Patel has previously served on the La Quinta Brand Council and the IHG Owners Association. Born in India, he immigrated to the United States at age 14 and went on to earn a degree in computer information systems at the University of Texas at Arlington. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Patel should serve as a director, if elected, because of his professional background and experience in the real estate and hospitality industries. His background and upbringing offer unique perspective to the Board and makes Mr. Patel well suited to serve on the Board. Amina Belouizdad Porter. Ms. Belouizdad Porter has been a member of the Board since May 2021 and currently serves as a member of the Compensation Committee and Nominating and Corporate Governance Committee. From August 2018 to December 2022, Ms. Belouizdad Porter served as the Co-CEO of PS (formerly The Private Suite), a high growth private equity backed company that operates private airport terminals for commercial flights. In January 2023, Ms. Belouizdad Porter took over the role as CEO of PS. Prior to joining PS, she was a Senior Director at Lionstone Investments, from 2013 through July 2018, where she executed on over $1 billion in transactions in multiple real estate classes across the United States. Previously, she spent six years living and working in China where she was Director at China's first boutique hotel brand, overseeing its development and growth. Ms. Belouizdad is originally from Algeria and has lived in the UAE, Canada, China and the United States. She speaks five languages and graduated from McGill University (Montreal, QC) with a Bachelor of Commerce, Major in Finance and received her M.B.A., Major in Finance and Real Estate from The Wharton School of the University of Pennsylvania. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Ms. Belouizdad should serve as a director, if elected, because of her professional and educational experiences and her diverse background. Her background and experiences offer unique perspective to the Board and makes Ms. Belouizdad well suited to serve on the Board. Jonathan P. Stanner. Mr. Stanner serves as our President and Chief Executive Officer. He was appointed President, Chief Executive Officer and to the Board effective January 15, 2021. Mr. Stanner's service as President and Chief Executive Officer provides a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management's perspectives on the business. Mr. Stanner served as our Executive Vice President, Chief Financial Officer and Treasurer from March 2018 to January 2021. Mr. Stanner served as Executive Vice President and Chief Investment Officer from April 2017 to March 2018. He serves on the Board of the American Hotel & Lodging Association, the AHLA Foundation Board of Trustees, the brand council of AC Hotels for Marriott International, Inc. and on the Hyatt Owners’ Advisory Council. Prior to joining the Company, Mr. Stanner served as Chief Executive Officer of Strategic Hotels & Resorts, Inc. ("Strategic Hotels"), which was publicly traded until being sold to an affiliate of The Blackstone Group L.P. in December 2015. Mr. Stanner held increasingly senior positions with Strategic Hotels during his tenure, including Director of Corporate Finance, Senior Vice President - Capital Markets, Acquisitions, Treasurer and Chief Financial Officer. Prior to joining Strategic Hotels, Mr. Stanner worked in investment banking with Bank of America. Mr. Stanner earned a Bachelor of Science in Management and a Master of Business Administration, both from the Krannert School of Management at Purdue University. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Stanner should serve as a director, if elected, because he currently serves as our President and Chief Executive Officer and provides a critical link between the executive management team, which is responsible for the day-to-day management of the Company and the Board. We believe his service as a director enables the Board to perform its oversight function with the benefits of management's perspectives on our business. Thomas W. Storey. Mr. Storey has been a member of the Board since February 2011 and currently serves as a member of the Compensation Committee and Nominating and Corporate Governance Committee. Mr. Storey served as our Chairman of the Board from July 2015 until January 2017 and chaired the Nominating and Corporate Governance Committee from December 2013 to May 2016. Mr. Storey has worked in the hospitality industry for more than 30 years. From 1999 to 2013 he was employed by Fairmont Raffles Hotels International (“FRHI”), a leading global hotel company with over 125 hotels worldwide under the Fairmont, Raffles and Swissôtel brands, in various roles including; President Fairmont Hotels and Resorts, Executive Vice President, Business Strategy and Executive Vice President, Global Development. From 1984 to 1999, Mr. Storey worked for multiple hospitality companies in an executive capacity including Marriott Hotels and Resorts, Doubletree Hotels, Promus Hotels and Radisson Hotels, International. Mr. Storey has been a member of various hospitality industry organizations, including the American Hotel & Lodging Association, the Travel Industry Association of America, and Professional Conference and Meeting Planners. He previously served on multiple public and private boards including Candlewood Hotels, Legacy Hotels Real Estate Investment Trust, Travelclick, LLC and the Wall Street Institute. Mr. Storey received a B.A. in economics from Bates College and an M.B.A. from the Johnson School at Cornell University. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Storey should serve as a director, if elected, because he provides the Board with strategic vision specific to the hospitality industry. In addition, Mr. Storey has substantial leadership experience in the hospitality industry, including as Executive Vice President, Business Strategy of FRHI, where Mr. Storey was instrumental in helping lead that company through various lodging cycles. The Board expects Mr. Storey’s experience in analyzing and reacting to changing conditions in the hospitality industry will serve the Board. The Board also expects Mr. Storey’s operations experience with FRHI will help him provide valuable insights to the Board. Mr. Storey also possesses particular expertise in business travel, an important aspect of our business.

  8. Nominees

    Hope S. Taitz. Ms. Taitz has been a member of the Board since July 2017 and currently serves as chair of the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Ms. Taitz is currently the CEO of ELY Capital (“ELY”) and invests in and advises innovative companies in media, technology and the consumer industries. Prior to ELY, Ms. Taitz was the founder of Catalyst Partners, an investment management firm. After graduating with honors from the University of Pennsylvania majoring in economics and concentrating in marketing, Ms. Taitz began her investment banking career as a mergers and acquisitions analyst at Drexel Burnham Lambert, first as an analyst and then as an associate. Ms. Taitz continued as a Vice President at The Argosy Group (now part of CIBC) and a Managing Director at Crystal Asset Management. Ms. Taitz is the Chair of Aequi Acquisition Corp and sits on the Boards of Athene Holding Ltd. and MidCap Finco Holdings Limited, which are private companies. She previously served on the Boards of Apollo Residential Mortgage, Inc. (“AMTG”), Diamond Resorts, International Inc. (“DRII”), Greenlight Capital RE, Ltd. ("GLRE") as well as Lumenis Ltd. (“LMNS”). On the not-for-profit side, Ms. Taitz focuses on education and is an advocate for STEM having sat on the boards of Girls Who Code and The New York City Foundation for Computer Science working on CS4All and the 2025 STEM Initiative. Ms. Taitz is also a founding board member of YRFDarca, a member of the Wharton School Undergraduate Executive Board as well as an emeritus board member of Pencils of Promise. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Ms. Taitz should serve as a director, if elected, because of her professional background, experience, education and insight into public markets. Her breadth of experience in the investment banking marketplace and board service at both the public and private levels bring unique perspective to the Board and makes Ms. Taitz well suited to serve on the Board.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our philosophy is to pay non-employee directors competitively and fairly for the work performed. The Compensation Committee annually reviews our director compensation with the assistance of its independent consultant, Frederic W. Cook & Co, Inc. (“FW Cook”), who annually conducts a competitive analysis of our non-employee director pay levels and program design versus the same peer group used in comparisons of executive compensation (see “Compensation Discussion & Analysis—Peer Group Information”). The design of our non-employee director compensation program reflects recognized best practices and incorporates the following provisions: retainer-only cash compensation with no fees for attending meetings, which is an expected part of board service; significant portion of total compensation in full-value equity awards, for alignment with stockholder interests, with annual grants made based on a fixed-value formula with immediate vesting, to avoid entrenchment; additional retainers for non-executive Chairman of the Board or Lead Independent Director, as applicable, Committee Chairs and committee memberships to recognize additional responsibilities and time commitment; and meaningful share ownership requirements of five times the annual cash retainer. Directors who are our employees do not receive compensation for their services as directors. For 2023, our non-employee director compensation program consisted of the items noted below, which remains unchanged for 2024. •Annual Cash Retainer. The annual cash retainer was $60,000 for each non-employee director. •Additional Annual Committee Membership Fee. The additional annual fee for membership on each of our standing committees was as follows: $12,500 for each member of the Audit Committee, $10,000 for each member of the Compensation Committee and $7,500 for each member of the Nominating and Corporate Governance Committee. •Additional Annual Committee Chairperson Fee. Additional annual Committee Chairperson fees were as follows: $15,000 for the Chair of the Audit Committee, $12,500 for the Chair of the Compensation Committee and $10,000 for the Chair of the Nominating and Corporate Governance Committee. •Annual Non-Executive Chairman Fee. The additional annual retainer fee for our Non-Executive Chairman was $100,000. •Annual Equity Award. Following the 2023 annual meeting of stockholders, we granted each non-employee director an equity award consisting of 16,163 shares of our common stock with an aggregate value of approximately $110,000 (the number of shares awarded to each non-employee director was determined by dividing $110,000 by the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date). These shares were granted on May 24, 2023, pursuant to our 2011 Plan and were fully vested on the grant date. •Election to Receive Stock in Lieu of Cash Fees. Non-employee directors have the option to elect to receive all or any part of the cash fees for board service in fully vested shares of our common stock issued under our 2011 Plan based upon the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date. In 2023, no director elected to receive fees in shares of our common stock in lieu of cash. We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including without limitation, travel expenses in connection with their attendance at in-person board and committee meetings. The table below summarizes the compensation paid by us to our non-employee directors for 2023.

  10. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Bjorn R. L. Hanson | $80,000 | $107,807 | $187,807 | | Jeffrey W. Jones | 197,500 | 107,807 | 305,307 | | Kenneth J. Kay | 95,000 | 107,807 | 202,807 | | Mehulkumar B. Patel | 60,000 | 107,807 | 167,807 | | Amina Belouizdad Porter | 77,500 | 107,807 | 185,307 | | Thomas W. Storey | 77,500 | 107,807 | 185,307 | | Hope S. Taitz | 90,000 | 107,807 | 197,807 |

  11. DIRECTOR COMPENSATION

    (1)Amounts reflect the aggregate grant date fair value, calculated in accordance with Accounting Standards Codification (“ASC”) 718, of the stock awards granted to our non-employee directors in 2023. Each non-employee director received a grant of 16,163 shares of fully vested stock on May 24, 2023. No director currently holds any Company options, restricted stock or restricted stock units.

  12. Compensation Best Practice Policies

    Compensation Best Practice Policies We maintain several stockholder-friendly compensation policies, including stock ownership guidelines, a compensation clawback policy, and anti-hedging and anti-pledging policies (refer to “Corporate Governance Principles” for more detail on these policies). In addition, our employment agreements with executive officers have non-compete provisions, require a double trigger for any severance payouts in connection with a change-in-control and do not provide excise tax gross-up payments.

  13. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has retained FW Cook as its independent compensation consultant. The Compensation Committee has determined that FW Cook meets the criteria for an independent consultant in accordance with SEC guidelines for such service. FW Cook reports directly to the Compensation Committee and works with management only at the request and under the direction of the Compensation Committee. To assist the Compensation Committee in the development of our 2023 executive compensation program, FW Cook conducted a comprehensive review of our executive compensation program in terms of the competitiveness of our target compensation opportunities and the appropriateness of our incentive programs in supporting our business strategy.

  14. Peer Group Information

    Peer Group Information In general, the Compensation Committee uses comparative data from various companies as a guide in its review and determination of base salaries, annual cash incentive awards and annual equity awards. For the compensation program review that informed decisions on target pay opportunities and program structure for 2023, the Compensation Committee, with the help of FW Cook, established the peer group used to evaluate the competitiveness of our existing executive compensation program. A competitive compensation analysis was conducted in late 2022 to inform pay decisions for fiscal 2023. At that time, the Compensation Committee approved changes to the compensation peer group to remove Core Point Lodging, Inc. and New Senior Investment Group, Inc. as they are no longer publicly traded entities and added Elme Communities, Sabra Healthcare, Urban Edge and Whitestone REIT to the select peer group. The peer group for 2023 consisted of the following eight public REITs that primarily invest in hotels and eight other public REITs outside of the hotel sector that were comparable in terms of market capitalization size and executive team members that the Compensation Committee and FW Cook considered to be the most relevant peers.

  15. Peer Group Information

    | Apple Hospitality REIT, Inc. | Pebblebrook Hotel Trust | | CareTrust REIT, Inc. | RLJ Lodging Trust | | Chatham Lodging Trust | RPT Realty | | Community Healthcare Trust Inc. | Sabra Healthcare | | DiamondRock Hospitality | Sunstone Hotel Investors, Inc. | | Elme Communities | Urban Edge | | Hersha Hospitality Trust | Whitestone REIT | | LTC Properties, Inc. | Xenia Hotels & Resorts |

  16. 2023 Target Total Direct Compensation (“TDC”)

    | Name | Salary ($) | Annual Cash Incentive ($)(1) | Long-Term Incentives ($)(2) | Target TDC ($) | | Jonathan P. Stanner | 700,000 | 1,050,000 | 3,300,000 | 5,050,000 | | William H. Conkling | 470,000 | 470,000 | 1,200,000 | 2,140,000 | | Christopher R. Eng | 400,000 | 400,000 | 500,000 | 1,300,000 | | Paul Ruiz | 315,000 | 267,750 | 480,000 | 1,062,750 |

  17. 2023 Target Total Direct Compensation (“TDC”)

    (1) Reflects the “target” level payout of our annual cash incentive award program. (2) Reflects the “target” level value of long-term incentive awards consisting 60% of performance share awards and 40% of time-based awards. The Compensation Committee determines the intended target dollar value. The number of shares issued to each executive is determined by dividing the intended target dollar value of the award by the average of the trailing 10-day VWAP of our common stock prior to the date of grant. The grant-date fair value of long-term incentive awards as disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table are different because they represent the grant date fair value of the awards in accordance with ASC 718.

  18. Annual Cash Incentive Program

    Annual Cash Incentive Program Our 2023 annual cash incentive program was designed to provide the named executive officers an opportunity to earn compensation based on the achievement of challenging company-specific performance goals. In 2023, the Compensation Committee updated our annual cash incentive program to incorporate performance measures that strongly support our business strategies. The performance measures and weightings established by our Compensation Committee for 2023 under our annual cash incentive program are set forth below.

  19. Annual Cash Incentive Program

    | Corporate Performance Measure | Total Weight | | Same Store Hotel EBITDA | 50% | | Balance Sheet Objective | 10% | | Transactions Objective | 10% | | Capital Expenditure Objective | 10% | | Strategic Plan Objectives | 20% | | Total | 100% |

  20. 2023 Same Store Hotel EBITDA*

    2023 Same Store Hotel EBITDA* The Same Store Hotel EBITDA component of the 2023 annual incentive program was Same Store Hotel EBITDA, measured on a consolidated basis and adjusted for any sold hotels during 2023. Hotel EBITDA contribution from hotels acquired during 2023 were excluded. Same Store Hotel EBITDA goals at the Threshold, Target and Maximum levels were: •Threshold: $231.7 million •Target: $264.7 million •Maximum: $296.7 million Actual 2023 Same Store Hotel EBITDA was $256.6 million, resulting in payout between the Threshold and Target level for this measure. *Same Store Hotel EBITDA was calculated based on the financial results for 98 hotels owned as of December 31, 2023 and excluded the financial results of hotels acquired or disposed in 2023.

  21. 2023 Balance Sheet Objective

    2023 Balance Sheet Objective The Board evaluated management's performance against five identified balance sheet initiatives for 2023, including refinancing significant debt facilities, maintaining a prudent fixed rate debt plus preferred percentage, managing leverage levels below a certain net debt to EBITDA* maximum and maintaining a minimum liquidity threshold. *EBITDA is net income (loss) plus interest, taxes, depreciation and amortization. Threshold, Target and Maximum performance were based on achieving two, three and four out of the five initiatives, respectively. Management achieved four out of the five initiatives resulting in payout at the Maximum level for this component.

  22. 2023 Transactions Objective

    2023 Transactions Objective The Transactions Objective was intended to reward the team’s sourcing and execution of high-quality acquisitions and dispositions governed by the Company’s risk adjusted return driven investment discipline. The Threshold, Target and Maximum goals for this component were •Threshold: $50.0 million of transactions •Target: $100.0 million of transactions •Maximum: $200.0 million of transactions Actual acquisition and disposition volume in 2023 was $95.9 million, resulting in payout between Threshold and Target level for this measure.

  23. 2023 Capital Expenditure Objective

    2023 Capital Expenditure Objective The Board evaluated Management's performance against four identified capital expenditure initiatives, including the commencement and completion of a specified number of projects as well as managing projects substantially on-time and on-budget. Threshold, Target and Maximum performance were based on achieving two, three and four out of the four initiatives, respectively. Management achieved two out of the four initiatives resulting in payout at the Threshold level for this component.

  24. 2023 Strategic Plan Objectives

    | | 2023 Annual Cash Incentive Opportunity (% of Base Salary) | | | 2023 Annual Cash Incentive Earned | 2023 Annual Cash Incentive Earned | | Name | Threshold | Target | Maximum | % of Target | $ | | Jonathan P. Stanner | 75.0% | 150% | 300% | 98% | 1,033,711 | | William H. Conkling | 50.0% | 100% | 200% | 98% | 462,709 | | Christopher R. Eng | 50.0% | 100% | 200% | 98% | 393,795 | | Paul Ruiz | 42.5% | 85% | 170% | 98% | 263,597 |

  25. 2023 Strategic Plan Objectives

    | Name | Same Store EBITDA Payout ($) | Balance Sheet Payout ($) | Transaction Objective Payout ($) | Capital Expenditure Payout ($) | Strategic Plan Payout ($) | Total 2023 Annual Cash Incentive Payout ($) | | Jonathan P. Stanner | $460,568 | $210,000 | $100,643 | $52,500 | $210,000 | $1,033,711 | | William H. Conkling | 206,159 | 94,000 | 45,050 | 23,500 | 94,000 | 462,709 | | Christopher R. Eng | 175,455 | 80,000 | 38,340 | 20,000 | 80,000 | 393,795 | | Paul Ruiz | 117,445 | 53,550 | 25,664 | 13,388 | 53,550 | 263,597 |

  26. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term equity incentives granted in 2023 consisted of a combination of performance-based and time-based stock awards. The Compensation Committee determined a target total long-term incentive grant value for each named executive officer. For all named executive officers, the typical annual long-term incentive awards were granted 60% in the form of performance-based stock (at target) and 40% in the form of time-based stock.

  27. Long-Term Incentive Compensation

    | Name | Performance-Based Stock Target Value ($) | Time-Based Stock Value ($) | Total LTI Grant Value at Target ($) | | Jonathan P. Stanner | 1,980,000 | 1,320,000 | 3,300,000 | | William H. Conkling | 720,000 | 480,000 | 1,200,000 | | Christopher R. Eng | 300,000 | 200,000 | 500,000 | | Paul Ruiz | 288,000 | 192,000 | 480,000 |

  28. Long-Term Incentive Compensation

    The Compensation Committee granted these stock awards under the 2011 Plan. The number of shares granted was based on the VWAP of our common stock for the 10 trading days preceding the grant date. The grant-date fair values, as reported in the Summary Compensation Table and the Grants of Plan-Based Awards table, differ from the values shown in the table above because the grant-date fair value of each performance-based award under ASC 718 is based on a Monte Carlo value and the grant-date fair value of each time-based award is based on the closing share price on the grant date.

  29. Performance-Based Stock Awards

    The number of shares earned will be linearly interpolated for performance between the 30th and 55th percentile and for performance between the 55th and 80th percentile. In addition, if the Company’s absolute TSR is equal to or greater than 8.5% per year (or 25.5% cumulative over the Performance Period), at least 25% of the performance-based shares will be earned. The Company entered into stock award agreements with the above-named executive officers, effective as of March 8, 2023, setting forth the terms and conditions of the performance-based stock awards. Except as described below, no performance-based shares will vest unless the executive remains in the continuous employ of the Company from the date of grant until March 8, 2026. On and after the date of the grant and prior to forfeiture of any of the performance-based shares, the executives will have the right to vote the shares that have been issued (i.e., the target number). Cash dividends on the performance-based shares will be accumulated and will only be paid to the executives to the extent the underlying performance-based share is earned. If a “change in control” (as defined in the Company’s 2011 Plan), occurs prior to the conclusion of the Performance Period, the performance-based shares will be earned based on the Company’s relative or absolute TSR performance as described above up to the date of the change in control, and any earned shares will be fully vested on the third anniversary of the grant date (the end of the original performance period), subject to acceleration if either (a) the successor entity does not assume or replace the award, or (b) the participant is terminated without cause or is voluntarily terminated for good reason. Under these circumstances, the executives will be entitled to receive any dividend equivalent payments to which they are entitled under the terms of the stock award agreements. If an executive’s employment is terminated on account of death or disability, termination without cause or voluntary termination for good reason, the performance-based shares may be earned contingent upon the attainment of the relative or absolute TSR performance hurdles at the end of the Performance Period. However, the number of performance-based shares earned by the executive, and the amount of any dividend equivalent payments to which the executive is entitled pursuant to the terms of the stock award agreement, will be adjusted pro rata based on the amount of time the executive was employed by the Company during the Performance Period. For purposes of the performance-based stock awards, the Company’s TSR will be calculated as the total percentage return per share of the Company’s common stock calculated in accordance with the methods used by SNL Financial to calculate TSR. The TSR for the Index Companies will be calculated in the same manner.

  30. Performance-Based Stock Awards Vesting

    Performance-Based Stock Awards Vesting Based on our 3-year TSR beginning on March 8, 2021 and ending March 8, 2024, all performance-based restricted stock awards granted to executives on March 8, 2021 were forfeited as a result of performance metrics not being met. See Footnote (4) under “Outstanding Equity Awards at Fiscal Year-End”.

  31. Employment Agreements

    Employment Agreements To specify our expectations with regard to our executive officers’ duties and responsibilities, and to provide greater certainty with regard to the amounts payable to our executive officers in connection with certain terminations or change in control events, the Board approved, and we entered into employment agreements with each of our executive officers. We believe that the terms of the employment agreements provide these executives with day-to-day employment stability and enable them to properly focus their attention on their duties and responsibilities with the company, thereby promoting productivity. For information concerning the employment agreements and the named executive officers' right to severance payments and/or benefits upon termination of employment see "Employment Agreements" and "Potential Payments Upon Termination or Change in Control" in section titled "Executive Compensation" in this proxy statement.

  32. Accounting Standards

    Accounting Standards ASC 718 requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of equity awards under our 2011 Plan will be accounted for under ASC 718. The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  33. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by each of our named executive officers for the three fiscal years ended December 31, 2023, 2022 and 2021.

  34. Summary Compensation Table

    | Name and Principal Position | Year | Base Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jonathan P. Stanner | 2023 | 700,000 | 3,905,300 | 1,033,711 | 13,200 | 5,652,211 | | President & CEO | 2022 | 700,000 | 3,458,856 | 1,254,000 | 12,200 | 5,425,056 | | | 2021 | 591,923 | 3,068,586 | 1,260,000 | 11,600 | 4,932,109 | | William H. Conkling | 2023 | 470,000 | 1,420,100 | 462,709 | 13,200 | 2,366,009 | | EVP & CFO | 2022 | 470,000 | 1,268,315 | 570,000 | 12,200 | 2,320,515 | | | 2021 | 276,923 | 2,076,275* | 657,000 | — | 3,010,198 | | Christopher R. Eng | 2023 | 400,000 | 591,700 | 393,795 | 13,200 | 1,398,695 | | EVP, CRO, GC | 2022 | 375,000 | 518,825 | 450,000 | 12,200 | 1,356,025 | | | 2021 | 375,000 | 552,339 | 525,000 | 11,600 | 1,463,939 | | Paul Ruiz | 2023 | 315,000 | 568,000 | 263,597 | 13,200 | 1,159,797 | | SVP, CAO | 2022 | 315,000 | 518,825 | 252,000 | 12,200 | 1,098,025 | | | 2021 | 300,000 | 490,980 | 306,600 | 11,600 | 1,109,180 |

  35. Summary Compensation Table

    * Mr. Conkling was appointed Executive Vice President and Chief Financial Officer effective May 17, 2021 and received a one-time sign-on award of $750,000 of restricted shares vesting over a three-year period. (1) Amounts in this column represent the aggregate grant date fair value computed in accordance with ASC 718, of time-based and performance-based stock awards granted under our 2011 Plan. The grant date fair value of performance-based stock was determined using a Monte Carlo simulation. The assumptions used in calculating these amounts are discussed in Note 2 (“Basis of Presentation and Significant Accounting Policies – Equity-Based Compensation”) and Note 13 (“Equity-Based Compensation”) to our audited consolidated financial statements included in our Annual Report. (2) Amounts in this column represent aggregate cash payouts pursuant to the Annual Cash Incentive Program as described in “Compensation Discussion and Analysis – Compensation Elements – Annual Cash Incentive Program.” (3) The amounts in the “All Other Compensation” column for Messrs. Stanner, Conkling, Eng and Ruiz reflect contributions made by us to each of our named executive officers’ 401(k) accounts.

  36. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth information with respect to plan-based awards granted in 2023 to our named executive officers:

  37. Grants of Plan-Based Awards

    | Estimated Future Payouts Under Non-2011 Plan Awards | | | | | Estimated Future Payouts Under 2011 Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jonathan P. | 3/8/2023(1) | 525,000 | 1,050,000 | 2,100,000 | — | — | — | — | — | — | — | | Stanner | 3/8/2023(2) | — | — | — | 64,119 | 256,477 | 512,954 | — | — | — | 2,585,300 | | | 3/8/2023(3) | — | — | — | — | — | — | 170,984 | — | — | 1,320,000 | | William H. | 3/8/2023(1) | 235,000 | 470,000 | 940,000 | — | — | — | — | — | — | — | | Conkling | 3/8/2023(2) | — | — | — | 23,316 | 93,264 | 186,528 | — | — | — | 940,100 | | | 3/8/2023(3) | — | — | — | — | — | — | 62,176 | — | — | 480,000 | | Christopher | 3/8/2023(1) | 200,000 | 400,000 | 800,000 | — | — | — | — | — | — | — | | R. Eng | 3/8/2023(2) | — | — | — | 9,715 | 38,860 | 77,720 | — | — | — | 391,700 | | | 3/8/2023(3) | — | — | — | — | — | — | 25,907 | — | — | 200,000 | | Paul Ruiz | 3/8/2023(1) | 133,875 | 267,750 | 535,500 | — | — | — | — | — | — | — | | | 3/8/2023(2) | — | — | — | 9,327 | 37,306 | 74,612 | — | — | — | 376,000 | | | 3/8/2023(3) | — | — | — | — | — | — | 24,870 | — | — | 192,000 |

  38. Grants of Plan-Based Awards

    (1)Represents the threshold, target and maximum potential payouts for the annual cash incentive awards granted in 2023 to each named executive officer under our 2011 Plan. For each executive, the incentive award earned was paid out in cash in March 2024. For more information, see “Compensation Discussion and Analysis — Compensation Elements—Annual Cash Incentive Program.” (2)Represents performance-based restricted stock awards granted to our named executive officers under our 2011 Plan, which vest following the end of the performance period on March 8, 2026, based on the Company’s absolute and relative TSR achievement, subject to continued service through the end of the performance period except in the case of certain terminations of employment or in the case of a change in control, as discussed in more detail in “Compensation Discussion and Analysis – Compensation Elements – Performance-Based Stock Awards.” (3)Represents time-based restricted stock awards granted to our named executive officers under our 2011 Plan. The time-based restricted stock awards vest annually on a 25%, 25%, 50% schedule over a three-year period, subject to continued service through the applicable vesting date except in the case of certain terminations of employment or in the case of a change in control, as discussed in more detail in “Compensation Discussion and Analysis – Compensation Elements – Time-Based Stock Awards.” (4)Represents the aggregate grant date fair value of the performance-based stock awards and the time-based stock awards granted to our named executive officers under our 2011 Plan. The amounts have been computed in accordance with ASC 718. The grant date fair value of performance-based awards was determined using a Monte Carlo simulation. For more information regarding our assumptions made in the valuation of these stock awards, see Note 2 and Note 13 to our audited consolidated financial statements included in our Annual Report.

  39. 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 Table and the Grants of Plan-Based Awards table was paid or awarded to our named executive officers, are described above under “Compensation Discussion and Analysis.”

  40. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below sets forth information with respect to outstanding equity awards held by the named executive officers as of December 31, 2023.

  41. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | 2011 Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | 2011 Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Jonathan P. | 3/8/2021 | 48,638 | 326,847 | 36,479 | 245,139 | | Stanner | 3/8/2022 | 91,931 | 617,776 | 45,965 | 308,886 | | | 3/8/2023 | 170,984 | 1,149,012 | 64,119 | 430,881 | | William H. | 5/17/2021 | 59,665 | 400,949 | 16,051 | 107,859 | | Conkling | 3/8/2022 | 33,708 | 226,518 | 16,854 | 113,259 | | | 3/8/2023 | 62,176 | 417,823 | 23,316 | 156,684 | | Christopher | 3/8/2021 | 8,754 | 58,827 | 6,566 | 44,124 | | R. Eng | 3/8/2022 | 13,790 | 92,669 | 6,895 | 46,333 | | | 3/8/2023 | 25,907 | 174,095 | 9,715 | 65,285 | | Paul Ruiz | 3/8/2021 | 7,782 | 52,295 | 5,837 | 39,223 | | | 3/8/2022 | 13,790 | 92,669 | 6,895 | 46,333 | | | 3/8/2023 | 24,870 | 167,126 | 9,327 | 62,674 |

  42. Outstanding Equity Awards at Fiscal Year-End

    (1) Market value is based on the closing sale price of our common stock on the NYSE on December 29, 2023, which was $6.72. (2) Time-Based Shares. Vesting dates for unvested time-based shares listed in the above table are as follows:

  43. Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Stanner | Conkling | Eng | Ruiz | | March 9, 2024 | 122,027 | 48,180 | 19,827 | 18,596 | | May 17, 2024 | — | 38,265 | — | — | | March 9, 2025 | 104,034 | 38,016 | 15,671 | 15,411 | | March 9, 2026 | 85,492 | 31,088 | 12,953 | 12,435 |

  44. Outstanding Equity Awards at Fiscal Year-End

    (3) Performance-Based Shares. Potential vesting dates for unvested performance-based shares listed in the above table are as follows:

  45. Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Stanner | Conkling | Eng | Ruiz | | March 8, 2024(4) | 36,479 | 16,051 | 6,566 | 5,837 | | March 8, 2025(5) | 45,965 | 16,854 | 6,895 | 6,895 | | March 8, 2026(6) | 64,119 | 23,316 | 9,715 | 9,327 |

  46. Outstanding Equity Awards at Fiscal Year-End

    (4) In accordance with SEC rules, amounts shown are based on threshold level of achievement of the relative TSR performance goal. Based on our 3-year TSR beginning on March 8, 2021 and ending March 8, 2024 all performance-based restricted stock awards granted to executives were forfeited as a result of performance metrics not being met. (5) In accordance with SEC rules, amounts shown are based on threshold level of achievement of the relative TSR performance goal. As of December 31, 2023, the TSR performance goal was below threshold level of achievement. (6) In accordance with SEC rules, amounts shown are based on threshold level of achievement of the relative TSR performance goal. As of December 31, 2023, the TSR performance goal was below threshold level of achievement.

  47. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following tables set forth information regarding option award exercising and stock vesting during 2023.

  48. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jonathan P. Stanner | 123,584 | 946,415 | | William H. Conkling | 41,070 | 300,223 | | Christopher R. Eng | 37,048 | 282,880 | | Paul Ruiz | 33,440 | 255,374 |

  49. Option Exercises and Stock Vested

    (1) Amounts represent the number of shares that vested multiplied by the per share closing price of our common stock on the applicable vesting date.

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below reflects the amount of compensation that our named executive officers would be entitled to receive under their employment agreements. The amounts shown assume that such termination was effective as of December 31, 2023 and are only estimates of the amounts that would be paid out to such executives upon termination of their employment. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company. In the event of a termination by the Company for cause, or by the executive without good reason, including in connection with a change in control, such executive would not be entitled to any of the amounts reflected in the table and would only be entitled to the standard termination benefits provided under their employment agreement.

  51. Potential Payments Upon Termination or Change in Control

    | | Termination Without Cause or Voluntary Termination for Good Reason (No Change in Control) ($) | Termination Without Cause or Voluntary Termination for Good Reason (Change in Control) ($) | Death or Disability(1) ($) | | Jonathan P. Stanner | | | | | Cash Severance Payment(2) | 4,754,000 | 6,504,000 | — | | Medical/Welfare Benefits(3) | 19,834 | 19,834 | — | | Acceleration of Equity Awards(4) | 3,078,540 | 3,078,540 | 3,078,540 | | Total(5) | 7,852,374 | 9,602,374 | 3,078,540 | | William H. Conkling | | | | | Cash Severance Payment(2) | 1,980,000 | 2,450,000 | — | | Medical/Welfare Benefits(3) | 7,732 | 7,732 | — | | Acceleration of Equity Awards(4) | 1,423,094 | 1,423,094 | 1,423,094 | | Total(5) | 3,410,826 | 3,880,826 | 1,423,094 | | Christopher R. Eng | | | | | Cash Severance Payment(2) | 1,650,000 | 2,050,000 | — | | Medical/Welfare Benefits(3) | 19,834 | 19,834 | — | | Acceleration of Equity Awards(4) | 481,333 | 481,333 | 481,333 | | Total(5) | 2,151,167 | 2,551,167 | 481,333 | | Paul Ruiz | | | | | Cash Severance Payment(2) | 1,126,125 | 1,417,500 | — | | Medical/Welfare Benefits(3) | 20,429 | 20,429 | — | | Acceleration of Equity Awards(4) | 460,327 | 460,327 | 460,327 | | Total(5) | 1,606,881 | 1,898,256 | 460,327 |

  52. Potential Payments Upon Termination or Change in Control

    (1)A termination of the executive officer’s employment due to death or disability entitles the executive officer to benefits under our life insurance and disability insurance plans. In addition, outstanding stock awards that have not yet vested, immediately vest upon the executive officer’s termination of employment due to death or disability. The unvested stock award figures in the table reflects the value of 458,116, 211,770, 71,627 and 68,501 restricted shares for Messrs. Stanner, Conkling, Eng and Ruiz, respectively, based on the closing common stock price of $6.72 on the NYSE as of December 31, 2023. (2)Pursuant to the terms of each executive officer'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, the executive will receive the sum of the following: (A)(1) earned but unpaid base salary, (2) accrued and 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: (i) one and one-half (two for Mr. Stanner) times the executive’s base salary in effect on the date of termination ($700,000, $470,000, $400,000 and $315,000 for Messrs. Stanner, Conkling, Eng and Ruiz, respectively), plus (ii) one and one-half (two for Mr. Stanner) times the executive's target annual cash bonus for the year of termination ($1,050,000, $470,000, $400,000 and $267,750 for Messrs. Stanner, Conkling, Eng and Ruiz, respectively), plus (iii) a pro rata portion of the annual cash bonus for the partial fiscal year in which the date of termination occurs equal to the product of the annual cash bonus earned by the executive for the fiscal year of the Company ended immediately before the date of termination ($1,254,000, $570,000, $450,000 and $252,000 for Messrs. Stanner, Conkling, Eng and Ruiz, respectively) and a fraction, the numerator of which is the number of days the executive was employed by the Company during the fiscal year that includes the date of termination and the denominator of which is 365. The calculations contemplate a December 31, 2023 termination date. The cash severance payment amounts in the table do not include any Accrued Obligations. Pursuant to the terms of each executive officer'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 with a change of control, the severance payment is the sum of the following: (A)(1) earned but unpaid base salary, (2) accrued and 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: (i) two (three for Mr. Stanner) times the executive's base salary in effect on the date of termination ($700,000, $470,000, $400,000 and $315,000 for Messrs. Stanner, Conkling, Eng and Ruiz, respectively), plus (ii) two (three for Mr. Stanner) times the executive's target annual cash bonus for the year of termination ($1,050,000, $470,000, $400,000 and $267,750 for Messrs. Stanner, Conkling, Eng and Ruiz, respectively), plus (iii) a pro rata portion of the annual cash bonus for the partial fiscal year in which the date of termination occurs equal to the product of the annual cash bonus earned by the executive for the fiscal year of the Company ended immediately before the date of termination ($1,254,000, $570,000, $450,000 and $252,000 for Messrs. Stanner, Conkling, Eng and Ruiz, respectively) and a fraction, the numerator of which is the number of days the executive was employed by the Company during the fiscal year that includes the date of termination and the denominator of which is 365. The calculations assume a December 31, 2023 termination date. The cash severance figure in the table does not include any Accrued Obligations. (3)The amounts shown in this row are estimates of cash payments for twelve months of COBRA premiums for the executive and eligible dependents to be paid by us pursuant to each executive officer's employment agreement. (4)Assumes outstanding stock awards that have not yet vested will immediately vest in the event the executive's employment with the Company is terminated by the Company without cause or by the executive for good reason. The unvested stock award figure in the table reflects the value of 458,116, 211,770, 71,627, and 68,501 restricted shares for Messrs. Stanner, Conkling, Eng and Ruiz, respectively, based on the closing common stock price of $6.72 on the NYSE as of December 31, 2023. (5)The employment agreements with our named executive officers do not provide an indemnification or gross-up payment for the parachute payment excise tax under Sections 280G and 4999 of the Code. The employment agreements instead provide that the severance and any other payments or benefits that are treated as parachute payments under the Code will be reduced to the maximum amount that can be paid without an excise tax liability. The parachute payments will not be reduced, however, if the executive will receive greater after-tax benefits by receiving the total or unreduced benefits (after considering any excise tax liability payable by the executive). The amounts shown in the table assume that the executive officer will receive the total or unreduced benefits.

  53. CEO Pay Ratio Summary

    CEO Pay Ratio Summary Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC requires calculation of total compensation paid to the median paid employee, as well as the ratio of the total compensation paid to the CEO as compared to the median paid employee. We identified the median employee by examining the sum of annual base salary, target annual bonus, and the grant-date fair value of equity awards granted during 2023 for all employees other than our CEO (Mr. Stanner) who were employed by us on December 31, 2023. We did not make any adjustments or estimates. After identifying the median paid employee, we then calculated total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table in this proxy statement. The total compensation of our median paid employee for 2023 was $130,970. The annual total compensation for our CEO for 2023 was $5,652,211. As a result, our 2023 CEO to median employee pay ratio is, therefore, approximately 43:1. This information involves reasonable estimates based on employee payroll records and other relevant company information. In addition, SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  54. Pay Versus Performance Table

    Pay Versus Performance Table Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: A list of the most important measures that our Compensation Committee used in 2023 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; A table that compares the total compensation of our principal executive officer (“PEO”) and the average compensation of our non-PEO named executive officers ("NEOs") as presented in the Summary Compensation Table (“SCT”) to the applicable CAP and that compares CAP to specified performance measures; and Graphs that describe: •The relationships between PEO CAP, average non-PEO NEO CAP, our cumulative total shareholder return (“TSR”) and the TSR of the Dow Jones U.S. Hotel Index (“Peer Group TSR”); and •The relationships between PEO CAP, average non-PEO NEO CAP and GAAP Net Income/(Loss). •The relationship between PEO CAP, average non-PEO NEO CAP and our Company selected measure, Same Store Hotel EBITDA. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis on pages 32 to 42 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance. The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  55. Pay Versus Performance Table

    | (a) | (b) | (bb) | (c) | (cc) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO (Daniel Hansen) ($) | Summary Compensation Table Total for PEO (Jonathan Stanner) ($) | Compensation Actually Paid to PEO (Daniel Hansen) ($)(1)(2) | Compensation Actually Paid to PEO (Jonathan Stanner) ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return ($) | Value of Initial Fixed $100 Investment Based on: Peer Group Total Shareholder Return ($)(3) | Net Income (Loss) ($)(in thousands) | Company Selected Measure (Same Store Hotel EBITDA) (in thousands)(4) | | 2023 | N/A | 5,652,211 | N/A | 2,346,004 | 1,641,500 | 1,064,557 | $57.75 | $81.91 | $(28,116) | $246,743 | | 2022 | N/A | 5,425,056 | N/A | 2,237,567 | 1,218,111 | 497,242 | $59.98 | $71.42 | $1,217 | $179,563 | | 2021 | 3,577,809 | 4,932,109 | 2,957,229 | 3,659,557 | 2,011,423 | 1,309,123 | $80.32 | $84.40 | $(68,584) | $106,027 | | 2020 | 4,190,398 | N/A | 2,959,388 | N/A | 939,671 | 842,826 | $74.15 | $73.69 | $(149,245) | $27,792 |

  56. Pay Versus Performance Table

    (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  57. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2023 | Jonathan Stanner | William Conkling, Christopher Eng and Paul Ruiz | | 2022 | Jonathan Stanner | Craig Aniszewski, William Conkling, Christopher Eng and Paul Ruiz | | 2021 | Jonathan Stanner and Daniel Hansen* | Craig Aniszewski, William Conkling, Christopher Eng and Paul Ruiz | | 2020 | Daniel Hansen | Craig Aniszewski, Christopher Eng, Paul Ruiz and Jonathan Stanner |

  58. Pay Versus Performance Table

    (2) Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (i) for solely service-vesting time-based awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for performance-based stock awards, for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected dividend yield, expected volatility of our stock price, risk-free interest rate and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and prior fiscal years. (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Dow Jones U.S. Hotels Index (the “Peer Group”). (4) Same Store Hotel EBITDA is a non-GAAP financial measure and includes operating and financial results for assets owned as of any fiscal year-end, and at all times during the previous fiscal year. EBITDA is net income (loss) plus interest, taxes, depreciation and amortization. There may be same-store portfolio classification exceptions resulting from significant transaction activity that results in assets being owned for nearly the entire preceding fiscal year. Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  59. Pay Versus Performance Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | | Adjustments | PEO Daniel Hansen) | Average Non-PEO NEOs | PEO (Jonathan Stanner) | Average Non-PEO NEOs | PEO (Jonathan Stanner) | Average Non-PEO NEOs | PEO (Jonathan Stanner) | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(2,708,677) | $(590,099) | $(3,068,585) | $(1,117,442) | $(3,458,856) | $(768,635) | $(3,905,300) | $(859,933) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 2,202,113 | 599,678 | 1,796,033 | 547,786 | 1,243,530 | 276,340 | 2,325,504 | 512,080 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (659,498) | (90,187) | — | (95,227) | (972,163) | (269,544) | (1,835,941) | (278,176) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (64,948) | (16,237) | — | (37,417) | — | 40,969 | 39,283 | 29,428 | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | — | — | — | 70,247 | 19,657 | | TOTAL ADJUSTMENTS | $(1,231,010) | $(96,845) | $(1,272,552) | $(702,300) | $(3,187,489) | $(720,869) | $(3,306,207) | $(576,944) |

  60. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023: •Same Store Hotel EBITDA; •Balance Sheet Enhancements; •Transaction Activity; •Capital Expenditure Metrics; and •Relative and Absolute TSR. For additional details regarding our most important financial performance measures, please see the section titled “Elements of 2023 Executive Compensation-Annual Cash Incentive Program” in our Compensation Discussion and Analysis (CD&A) elsewhere in this proxy statement.

  61. 5.04. Director Compensation Limitation

    5.04. Director Compensation Limitation The sum of any cash compensation, or other compensation, and the value (determined as of the grant date) of Awards granted to a Non-Employee Director, in each case, as compensation for services as a Non-Employee Director during any fiscal year of the Company may not exceed $750,000 (with any compensation that is deferred counting towards this limit for the year in which the compensation is first earned, and not a later year of settlement). .