Independent
Tenure on this board
9.4 yrs
6 nominees · 3 ballot items.
Three proposals: (1) election of six trustees for one-year terms, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2026, and (3) an advisory (non-binding) vote to approve executive compensation as disclosed (Say-on-Pay).
Elect six trustees (Edwin B. Brewer, Jr.; Jeffrey H. Fisher; David Grissen; Mary Beth Higgins; Rolf E. Ruhfus; and Ethel Isaacs Williams) to serve one-year terms until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve, on an annual basis, the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy. Management seeks this annual approval to demonstrate shareholder support for its pay framework and to inform future compensation decisions; the Board has committed to consider the outcome when setting pay. The Company’s pay program emphasizes pay-for-performance: a formulaic cash bonus with objective financial metrics (room revenue, gross operating profit and adjusted FFO per share) and long-term incentives substantially weighted toward performance-based LTIP units tied to relative TSR versus lodging/reit peers, with an absolute TSR modifier to reduce payouts if absolute TSR is negative. Governance safeguards described by management include clawback policy, share ownership guidelines, anti-hedging/pledging rules, double-trigger change-in-control protections for LTIP vesting, independent Compensation Committee oversight and independent compensation consultants. The proxy highlights that a majority of prior shareholders supported say-on-pay (approximately 98% in 2025), indicating strong past alignment, and management points to recent actions—dividend increases, a $25 million repurchase program, debt reduction and targeted asset sales—as operational context supporting compensation outcomes. While the vote is advisory and does not compel changes, a negative vote would trigger a board/committee review to identify causes and respond, potentially altering plan design or disclosures. For institutional evaluators, key risks include concentrated executive influence (CEO is also Chairman and majority owner of the company’s manager, IHM), the use of relative TSR (which can reward market-wide movements), and related-party management fees paid to IHM; mitigation factors include independent trustees, independent committee oversight, detailed performance metrics, and disclosed conflict-of-interest policies. Overall, the proposal presents shareholders with a mechanism to endorse or signal concerns about the Company's compensation philosophy, the balance of short- and long-term incentives, and alignment with shareholder returns; management’s rationale and governance features are presented to justify a FOR recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DONALD SMITH CO., INC. | 9.97% | 4,656,442 | $37M |
| 2 | BlackRock, Inc. | 5.94% | 2,774,435 | $22M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.72% | 2,669,688 | $21M |
| 4 | Sculptor Capital LP | 5.07% | 2,365,395 | $19M |
| 5 | BlackRock, Inc. | 4.61% | 2,153,831 | $17M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.42% | 2,063,916 | $16M |
| 7 | GOLDMAN SACHS GROUP INC | 3.48% | 1,623,758 | $13M |
| 8 | Blackstone Inc. | 3.47% | 1,621,000 | $13M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 3.36% | 1,567,943 | $12M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.62% | 1,223,894 | $10M |
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