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| · · Summary Compensation · · · · · · · · Average · · Average · · Value of Initial Fixed · · · · |
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| · · Table Total (1) · · Compensation Actually Paid (2) · · Summary · · Compensation · · $100 Investment · · · · |
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| · · PEO 1 · · PEO 2 · · PEO 3 · · PEO 1 · · PEO 2 · · PEO 3 · · Compensation · · Actually · · Based On: · · · · |
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| | | John V. | | Douglas M. | | Bryan A. | | John V. | | Douglas M. | | Bryan A. | | Table Total | | Paid | | | | Peer | | Net Income | | AFFO |
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| | | Arabia | | Pasquale | | Giglia | | Arabia | | Pasquale | | Giglia | | Non-PEO NEOs | | Non-PEO NEOs | | Company | | Group | | (Loss) | | Per Share |
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| Year | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) (3) | | ($) (3) (4) | | TSR ($) | | TSR ($) (5) | | ($ thousands) | | ($) (6) |
| 2025 | | — | | — | | 4,516,098 | | — | | — | | (688,327) | | 2,266,573 | | (125,316) | | 88.12 | | 115.35 | | 24,568 | | 0.86 |
| 2024 | | — | | — | | 3,946,827 | | — | | — | | 7,336,553 | | 1,996,036 | | 3,583,128 | | 112.19 | | 121.59 | | 43,262 | | 0.80 |
| 2023 | | — | | — | | 4,065,496 | | — | | — | | 4,271,146 | | 2,186,607 | | 2,288,186 | | 98.56 | | 124.07 | | 206,708 | | 0.95 |
| 2022 | | — | | 3,056,142 | | 5,360,331 | | — | | 2,976,426 | | 4,470,301 | | 2,698,018 | | 2,264,209 | | 86.16 | | 100.12 | | 90,766 | | 0.87 |
| 2021 | | 8,161,442 | | 2,913,754 | | — | | 8,457,333 | | 2,891,832 | | — | | 1,933,105 | | 2,304,828 | | 103.53 | | 118.22 | | 32,995 | | 0.09 |
| (1) | Amounts represent the compensation reported in the “Total” column for the applicable PEO in the SCT. |
| (2) | Amounts reported under Compensation Actually Paid (“CAP”) represent the amount of CAP to the applicable PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during each year. |
| a. | Mr. Arabia separated from employment with the Company effective as of September 2, 2021 and Mr. Pasquale ceased to serve as Interim CEO upon the appointment of Mr. Giglia as CEO on March 7, 2022. |
| b. | In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the 2025 PEO’s total compensation presented to determine the CAP: |
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| | | | 2025 |
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| Name | | | Bryan A. Giglia |
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| SCT Total Compensation | | | $4,516,098 |
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| Minus Amounts Reported in SCT "Stock Awards" Column | | | (2,755,993) |
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| Plus Fair Value at Fiscal Year ("FY") End of Stock Awards Granted During FY That Remain Unvested as of the End of the FY | | | 1,570,030 |
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| Plus Change as of FY End (From the End of the Prior FY) in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | | | (3,931,199) |
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| Plus Change in Fair Value as of Vesting Date (From the End of the Prior FY) of Stock Awards Granted in Prior FYs For Which All Applicable Vesting Conditions Were Satisfied at the End of or During the Covered FY | | | (87,263) |
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| CAP to PEO | | | $(688,327) |
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| c. | Fair value or change in fair value, as applicable, of equity awards in the CAP columns was determined by (i) for time-based RSAs, the closing stock price on the applicable year-end date(s) or, in the case of awards vesting during the applicable year, the closing stock price on the applicable vesting date(s); and (ii) for performance-based RSUs, the same valuation methodology as the Performance RSUs in the SCT above, the fair value was calculated using a Monte Carlo simulation valuation model as of the applicable year-end date and including assumptions expected for volatility of our stock price, dividend yield, and risk-free rate. |
| 68 | Sunstone Hotel Investors |
| (3) | The Non-PEO NEO’s include the individuals indicated in the table below for each fiscal year. |
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| Year | | Non-PEO NEOs |
| 2025 | | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz |
| 2024 | | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz |
| 2023 | | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz |
| 2022 | | Robert C. Springer, Aaron R. Reyes, David M. Klein, and Christopher G. Ostapovicz |
| 2021 | | Bryan A. Giglia, Robert C. Springer, David M. Klein, Christopher G. Ostapovicz, and Marc A. Hoffman |
| (4) | Amounts reported under “Average Compensation Actually Paid” represent the amount of average CAP to the Average Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during each year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the average Non-PEO NEOs total compensation for 2025 to determine the CAP: |
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| | | | 2025 |
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| Name | | | Average Non-PEO NEOs |
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| SCT Total Compensation | | | $2,266,573 |
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| Minus Amounts Reported in SCT "Stock Awards" Column | | | (947,372) |
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| Plus Fair Value at Fiscal Year ("FY") End of Stock Awards Granted During FY That Remain Unvested as of the End of the FY | | | 539,697 |
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| Plus Change as of FY End (From the End of the Prior FY) in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior FYs | | | (1,382,598) |
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| Plus Change in Fair Value as of Vesting Date (From the End of the Prior FY) of Stock Awards Granted in Prior FYs For Which all Applicable Vesting Conditions Were Satisfied at the End of or During the Covered FY | | | (328,955) |
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| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End* | | | (272,661) |
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| CAP to Average Non-PEO NEOs | | | $(125,316) |
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- Average amounts for our non-PEO NEOs include the fair value, calculated in accordance with ASC Topic 718, of performance-based RSUs granted to Mr. Ostapovicz in prior fiscal years that were forfeited in fiscal year 2025 in connection with the termination of his employment.
| a. | Fair value or change in fair value, as applicable, of equity awards in the average CAP column was determined by (i) for time-based RSAs, the closing stock price on the applicable year-end date(s) or, in the case of awards vesting during the applicable year, the closing stock price on the applicable vesting date(s); and (ii) for performance-based RSUs, the same valuation methodology as the Performance RSUs in the SCT above, the fair value was calculated using a Monte Carlo simulation valuation model as of the applicable year-end date and including assumptions expected for volatility of our stock price, dividend yield, and risk-free rate. |
| (5) | For each applicable fiscal year, the cumulative Peer Group TSR (the “Peer Group TSR”) represents the FTSE Nareit Equity Lodging/Resorts Index. |
| (6) | AFFO per share is a non-GAAP measure. We compute the AFFO per share component by adjusting FFO, which we calculate in accordance with standards established by Nareit, for certain noncash or nonrecurring items. AFFO is then divided by our weighted average number of common shares outstanding, adjusted for the assumed issuance of all potentially dilutive shares, for each applicable year. For more information, see our “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form |
10-K for the year ended December 31, 2025. Amortization of deferred stock compensation has been added to the Company adjustments to AFFO per share for 2021 to conform to the current presentation.
