Independent
Tenure on this board
12.3 yrs
8 nominees · 3 ballot items.
Proposal 1: Election of eight directors to one-year terms; Proposal 2: Ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2026; Proposal 3: Non-binding advisory (say-on-pay) vote to approve executive compensation as disclosed—Board recommends FOR all proposals.
Elect eight (8) directors named in the Proxy Statement to the Board of Directors, each to serve for a term of one year.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm to serve for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement (Compensation Discussion and Analysis, compensation tables and narrative).
This is an annual, non-binding advisory "say-on-pay" resolution asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement. Management seeks the advisory vote to confirm shareholder support for the design and implementation of its executive compensation program and to retain accountability to shareholders even though the vote is not legally binding. The Company’s program ties approximately 50% of incentive awards to operational metrics (Comparable Hotels RevPAR growth, Comparable Hotels Adjusted Hotel EBITDA margin, Adjusted EBITDAre and Modified FFO per share plus a discretionary balance-sheet/capital allocation goal) and 50% to shareholder-return metrics (one-, two- and three-year absolute and relative TSR measures), with about 75% of target incentive compensation delivered in equity to align long-term interests. The Compensation Committee, composed of independent directors, oversees the plan and retained an independent consultant (FPC) and uses a peer group to set targets; the Committee also retains discretion to evaluate discretionary goals. The Board’s rationale for recommending FOR includes the program’s pay-for-performance design, equity emphasis (including partially time-restricted shares), and governance safeguards (independent Compensation Committee and consultant), as well as prior shareholder support for the annual advisory vote. The filing discloses that 2025 results produced below-target operational and absolute-TSR outcomes (aggregate average payout ~49.4% of target), which reflects weaker operational and market performance and reduces the current year payout — a fact the Board can point to when engaging with shareholders about future program calibration. Given the Company’s REIT structure, compensation design also considers REIT-specific metrics (MFFO per share) and tax/deductibility constraints under Section 162(m); the Board emphasizes that the vote is advisory and that the Compensation Committee will consider shareholder feedback in future decisions. For an analyst assessing governance risk, relevant context includes the concentrated family involvement in management and the Board (founder and CEO family relationships disclosed), the detailed metric mix and vesting structure that emphasize both near-term operational outcomes and multi-year shareholder returns, and the Compensation Committee’s continuing authority to exercise judgment when evaluating discretionary goals and payouts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.70% | 25,262,839 | $291M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.35% | 22,062,116 | $254M |
| 3 | STATE STREET CORP | 5.41% | 12,773,895 | $148M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.07% | 9,617,718 | $111M |
| 5 | BlackRock, Inc. | 3.77% | 8,894,826 | $102M |
| 6 | FULLER THALER ASSET MANAGEMENT, INC. | 3.14% | 7,404,409 | $85M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 2.40% | 5,675,994 | $65M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.30% | 5,426,737 | $62M |
| 9 | CITADEL ADVISORS LLC | 2.26% | 5,344,043 | $62M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.08% | 4,907,548 | $56M |
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