Summit Hotel Properties, Inc.
For the period ended Dec 31, 2024. Filed Apr 2, 2025.
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Dec 31, 2024 · Filed Apr 2, 2025
Contents
Pay Versus Performance Table
Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:
A list of the most important measures that our Compensation Committee used in 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance;
A table that compares the total compensation of our principal executive officer (“PEO”) and the average compensation of our non-PEO named executive officers ("NEOs") as presented in the Summary Compensation Table (“SCT”) to the applicable CAP and that compares CAP to specified performance measures; and
Graphs that describe:
The relationships between PEO CAP, average non-PEO NEO CAP, our cumulative total shareholder return (“TSR”) and the TSR of the Dow Jones U.S. Hotel Index (“Peer Group TSR”); and
The relationships between PEO CAP, average non-PEO NEO CAP and GAAP Net Income/(Loss).
The relationship between PEO CAP, average non-PEO NEO CAP and our Company selected measure, Same Store Hotel EBITDA.
This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis on pages 22 to 32 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.
The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024, and our financial performance for each such fiscal year:
| (a) | (b) | (bb) | (c) | (cc) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|---|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO (Daniel Hansen)($) | Summary Compensation Table Total for PEO (Jonathan Stanner)($) | Compensation Actually Paid to PEO (Daniel Hansen)($)(1)(2) | Compensation Actually Paid to PEO (Jonathan Stanner)($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs($)(1) | Average Compensation Actually Paid to Non-PEO NEOs($)(1)(2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return($) | Value of Initial Fixed $100 Investment Based on: Peer Group Total Shareholder Return($)(3) | Net Income (Loss)($)(in thousands) | Company Selected Measure (Same Store Hotel EBITDA) (in thousands)(4) |
| 2024 | N/A | 5,393,317 | N/A | 6,749,702 | 1,591,272 | 1,776,374 | 61.73 | $79.75 | 38,891 | 252,456 |
| 2023 | N/A | 5,652,211 | N/A | 2,346,004 | 1,641,500 | 1,064,556 | 57.75 | $81.91 | (28,116) | 246,743 |
| 2022 | N/A | 5,425,056 | N/A | 2,237,567 | 1,218,111 | 497,242 | 59.98 | $71.42 | 1,217 | 179,563 |
| 2021 | 3,577,809 | 4,932,109 | 2,957,229 | 3,659,557 | 2,011,423 | 1,309,123 | 80.32 | $84.40 | (68,584) | 106,027 |
| 2020 | 4,190,398 | N/A | 2,959,388 | N/A | 939,671 | 842,826 | 74.15 | $73.69 | (149,245) | 27,792 |
(1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
| Year | PEO | Non-PEO NEOs |
| 2024 | Jonathan Stanner | William Conkling, Christopher Eng and Paul Ruiz |
| 2023 | Jonathan Stanner | William Conkling, Christopher Eng and Paul Ruiz |
| 2022 | Jonathan Stanner | Craig Aniszewski, William Conkling, Christopher Eng and Paul Ruiz |
| 2021 | Jonathan Stanner and Daniel Hansen* | Craig Aniszewski, William Conkling, Christopher Eng and Paul Ruiz |
| 2020 | Daniel Hansen | Craig Aniszewski, Christopher Eng, Paul Ruiz and Jonathan Stanner |
(2) Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (i) for solely service-vesting time-based awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for performance-based stock awards, for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected dividend yield, expected volatility of our stock price, risk-free interest rate and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and prior fiscal years.
(3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Dow Jones U.S. Hotels Index (the “Peer Group”).
(4) Same Store Hotel EBITDA is a non-GAAP financial measure and includes operating and financial results for assets owned as of any fiscal year-end, and at all times during the previous fiscal year. EBITDA is net income (loss) plus interest, taxes, depreciation and amortization. There may be same-store portfolio classification exceptions resulting from significant transaction activity that results in assets being owned for nearly the entire preceding fiscal year.
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
| 2020 · 2021 · 2022 · 2023 · 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Adjustments | PEO Daniel Hansen) | Average Non-PEO NEOs | PEO (Jonathan Stanner) | Average Non-PEO NEOs | PEO (Jonathan Stanner) | Average Non-PEO NEOs | PEO (Jonathan Stanner) | Average Non-PEO NEOs | PEO (Jonathan Stanner) | Average Non-PEO NEOs |
| Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(2,708,677) | $(590,099) | $(3,068,585) | $(1,117,442) | $(3,458,856) | $(768,635) | $(3,905,300) | $(859,933) | $(3,601,400) | $(793,067) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 2,202,113 | 599,678 | 1,796,033 | 547,786 | 1,243,530 | 276,340 | 2,325,504 | 512,080 | 5,189,699 | 1,005,644 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (659,498) | (90,187) | — | (95,227) | (972,163) | (269,544) | (1,835,941) | (278,176) | (283,764) | (28,780) |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (64,948) | (16,237) | — | (37,417) | — | 40,969 | 39,283 | 29,428 | (61,218) | (24,515) |
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | — | — | — | — | 70,247 | 19,657 | 113,068 | 25,820 |
| TOTAL ADJUSTMENTS | $(1,231,010) | $(96,845) | $(1,272,552) | $(702,300) | $(3,187,489) | $(720,869) | $(3,306,207) | $(576,944) | $1,356,385 | $185,102 |
Relationship Between CAP and Financial Performance Measures
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income/(loss), and (iv) our Same Store Hotel EBITDA, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024.
TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested.
*Mr. Hansen served as PEO from January 1 to January 14, 2021. Mr. Stanner became PEO on January 15, 2021
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:
Same Store Hotel EBITDA;
Balance Sheet Enhancements;
Transaction Activity;
Capital Expenditure Metrics; and
Relative and Absolute TSR.
For additional details regarding our most important financial performance measures, please see the section titled “Elements of 2024 Executive Compensation-Annual Cash Incentive Program” in our Compensation Discussion and Analysis elsewhere in this proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.