Independent
Tenure on this board
13.4 yrs
Also a director at
Accel Entertainment Inc (ACEL)
8 nominees · 3 ballot items.
Election of eight directors nominated by the Board; a non-binding, advisory “say-on-pay” vote on named executive officer compensation; and ratification of KPMG LLP as independent auditors for 2026.
Elect eight directors nominated by the Board to serve until the next annual meeting and until their successors are duly elected and qualify.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (the "say-on-pay" vote). Management and the Compensation Committee present this proposal to confirm that the design and outcomes of their executive compensation framework — which includes base salary, annual cash incentives tied mainly to Hotel Adjusted EBITDA and Adjusted FFO per share, and long-term equity awards weighted toward relative TSR-based PSUs with absolute TSR modifiers — are aligned with long-term stockholder interests and effective at attracting and retaining leadership. The proxy explains that roughly 60% of CEO pay and about half of other NEO pay is long-term equity, and that PSUs are subject to relative TSR performance plus an absolute TSR adjustment to limit payouts when absolute returns are negative. The Board notes prior strong stockholder support (97% in 2025) and indicates it will consider the vote’s outcome in future compensation decisions, though the resolution is advisory and not binding. Key governance features cited by management include an independent compensation consultant, clawback policy, anti-hedging/pledging rules, stock ownership guidelines, and double-trigger change-in-control protections, which management points to as mitigating excessive risk and aligning management incentives with shareholders. The Board’s recommendation to vote FOR is grounded in its view that the program balances short- and long-term incentives, emphasizes performance (particularly TSR), and includes safeguards to discourage imprudent risk-taking. From an investor perspective, the proposal does not change pay by itself but serves as a signal about shareholder acceptance of the current program; given the Company’s compensation structure, continuing investor support would endorse the Board’s use of PSUs linked to relative TSR and the other described features. Because the vote is advisory, significant negative shareholder outcomes would likely prompt more substantive engagement and potential design changes by the Compensation Committee rather than immediate contractual changes.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 11.52% | 23,552,364 | $221M |
| 2 | BlackRock, Inc. | 11.27% | 23,037,027 | $216M |
| 3 | STATE STREET CORP | 5.93% | 12,116,801 | $115M |
| 4 | COHEN STEERS, INC. | 4.90% | 10,029,993 | $94M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 9,167,532 | $86M |
| 6 | BlackRock, Inc. | 4.22% | 8,637,270 | $81M |
| 7 | Alyeska Investment Group, L.P. | 3.95% | 8,086,679 | $76M |
| 8 | BANK OF AMERICA CORP /DE/ | 3.76% | 7,692,428 | $72M |
| 9 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 2.99% | 6,109,651 | $57M |
| 10 | UBS Group AG | 2.76% | 5,650,384 | $53M |
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