Sunstone Hotel Investors, Inc.
For the period ended May 1, 2025. Filed Mar 19, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2025 · Filed Mar 19, 2025
Contents
Compensation Composition
Our compensation program has three key elements—base salary, annual cash incentive, and annual long-term equity incentive (in the form of time-based restricted stock awards (“RSAs”) and performance-based restricted stock units (“RSUs”)). The following charts illustrate the 2024 target percentage allocation between base salary, annual cash incentive, time-based RSAs, and performance-based RSUs for our CEO and the average of our other NEOs. Consistent with our compensation philosophy, approximately 83% of our CEO’s compensation was performance-based and/or at-risk and approximately 77% of the average compensation of our other NEOs was performance-based and/or at-risk. We believe that tying a majority of the NEOs’ compensation to future performance aligns more closely with our stockholders’ interests and priorities and provides a strong financial incentive for our NEOs to continue to maximize stockholder value.
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The table below outlines the 2024 target composition of cash compensation and the annual equity-based award program for our NEOs.
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| Component | | Type | | Metrics and Key Drivers |
| Base Salary | | Fixed Cash | | ●Fixed compensation necessary to attract and retain executive talent |
| | | | | ●Provides market-competitive pay reflective of an executive’s role, experience, and individual performance |
| Annual Cash Incentive | | Performance-Based Cash | | ●75% of bonus is based on achievement of Company objectives |
| | | | | ●25% of bonus is based on achievement of NEO’s individual objectives |
| Annual Long-Term Equity Incentive (Performance-Based) | | Performance-Based RSUs | | ●75% of annual equity award is comprised of performance-based RSUs that vest after a 3-year Performance Period based on the Company’s RSR versus the Index Relative Performance (as defined below). If the Company’s TSR is negative for the applicable Performance Period, the vesting percentage is reduced by 25% |
| Annual Long-Term Equity Incentive (Time-Based) | | Time-Based RSAs | | ●25% of annual equity award is comprised of time-based RSAs that vest annually over a 3-year period |
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