Independent
Tenure on this board
15.3 yrs
8 nominees · 3 ballot items.
Elect eight directors nominated by the Board; ratify Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (say-on-pay).
To elect eight directors nominated by the Board to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
To ratify the Audit Committee’s selection of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2026.
Advisory (non-binding) approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure.
This advisory (non-binding) proposal asks shareholders to approve the Company’s disclosed named executive officer compensation (commonly called a 'say-on-pay'). Management seeks shareholder approval to confirm support for its pay framework, which it describes as designed to attract, retain and motivate executives while aligning their interests with long-term stockholder value. The CD&A discloses a mix of base salary, an annual cash incentive program (weighted across Same Store Hotel EBITDA, AFFO per share, RevPAR growth and strategic objectives) and long-term equity incentives (60% performance-based awards tied to relative and absolute TSR versus a lodging peer index and 40% time-based awards vesting over three years). The Compensation Committee and Board argue the program emphasizes pay‑for‑performance — a majority of compensation is equity and performance-based — and point to governance features (stock ownership guidelines, clawback policy, anti-hedging/pledging, double-trigger change-in-control protections) as mitigating risks. The vote is non-binding, so while the Board will consider the outcome when making future compensation decisions, it is not legally required to change compensation practices based on the result. The Board references past strong shareholder support (approximately 96% approval at the 2024 say-on-pay) and ongoing stockholder engagement when recommending a FOR vote. From a governance perspective, the proposal provides investors an opportunity to express views on compensation philosophy, metrics and outcomes — particularly relevant given the Company’s use of TSR-based multi-year performance awards and strategic discretionary components in annual incentives. Institutional investors and proxy advisory firms often consider both the program design and historical outcomes; the Company’s disclosure emphasizes alignment with operational goals (Same Store EBITDA, AFFO, RevPAR) and capital actions (transactions, balance sheet management) in 2025 as rationale for pay decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | UBS Group AG | 11.9% | 12,847,509 | $57M |
| 2 | Long Pond Capital, LP | 8.7% | 9,400,000 | $42M |
| 3 | H/2 CREDIT MANAGER LP | 8.4% | 9,126,700 | $40M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 6,598,321 | $29M |
| 5 | JENNISON ASSOCIATES LLC | 4.8% | 5,209,902 | $23M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 4,658,988 | $21M |
| 7 | BlackRock, Inc. | 4.0% | 4,299,413 | $19M |
| 8 | BlackRock, Inc. | 3.5% | 3,825,275 | $17M |
| 9 | STATE STREET CORP | 2.6% | 2,871,266 | $13M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 2.3% | 2,493,420 | $11M |
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