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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

This Pay Versus Performance section is not deemed filed with the SEC, and is not to be incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, respectively, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.

The following table sets forth information concerning the compensation actually paid to the Company's CEO and to its other NEOs compared to Company performance for the years ended December 31, 2023, 2022, 2021 and 2020. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEO’s pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see Compensation Discussion and Analysis beginning on page 37. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (1)(2)		Average Summary Compensation Table Total for Non-PEO NEOs (3)		Average Compensation Actually Paid to Non-PEO NEOs (2)(3)		Total Shareholder Return (4)(5)		Peer Group Total Shareholder Return (5)(6)		Net Income (Loss)			Company Selected Measure: MFFO per share (7)
2023	$	6,973,468	$	8,961,817	$	2,795,266	$	3,536,160	$	116.88	$	47.36	$	177,488,702		$	1.60
2022		6,736,235		7,792,417		2,594,045		2,949,383		104.13		50.94		144,804,963			1.53
2021		6,092,030		8,045,665		2,199,306		2,927,328		101.73		60.62		18,827,539			0.93
2020		3,914,027		3,677,980		1,450,701		1,743,731		81.11		55.73		(173,206,725	)		0.09

(1)

The principal executive officer ("PEO") for 2023, 2022, 2021 and 2020 was Justin G. Knight, Chief Executive Officer of the Company.

(2)

Compensation actually paid is based on the total compensation measure included in the Summary Compensation Table ("SCT") on page 52, with the following adjustments made to the amounts disclosed for equity awards.


(note 2, continued)
Adjustments for PEO	2023			2022			2021			2020
Amounts reported under "Share Awards" in the SCT	$	(4,323,874	)	$	(4,133,501	)	$	(3,636,740	)	$	(3,330,589	)
For awards granted in the covered fiscal year:
Fair value of awards outstanding and unvested as of covered fiscal year-end		5,929,077			5,215,244			5,378,614			2,634,188
For awards granted in prior years:
Change in fair value from prior year-end to vesting date for awards granted prior to covered fiscal year that vested during covered fiscal year		20,828			(97,097	)		152,598			6,487
Add the dollar value of any dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of the award		362,318			71,536			59,163			453,868
Total Adjustments for PEO	$	1,988,349		$	1,056,182		$	1,953,635		$	(236,046	)


Adjustments for the Average of Other NEOs	2023			2022			2021			2020
Amounts reported under "Share Awards" in the SCT	$	(1,557,008	)	$	(1,433,190	)	$	(1,159,051	)	$	(1,036,802	)
For awards granted in the covered fiscal year:
Fair value of awards outstanding and unvested as of covered fiscal year-end		2,135,034			1,808,257			1,714,196			1,293,577
For awards granted in prior years:
Change in fair value from prior year-end to covered fiscal year-end for awards granted prior to covered fiscal year and outstanding and unvested at covered fiscal year-end		-			(11,575	)		101,363			-
Change in fair value from prior year-end to vesting date for awards granted prior to covered fiscal year that vested during covered fiscal year		7,211			(30,953	)		51,531			513
Add the dollar value of any dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of the award		155,657			22,799			19,982			35,742
Total Adjustments for the Average of Other NEOs	$	740,894		$	355,338		$	728,021		$	293,030

(3)

The non-PEO NEOs ("average other NEOs") are the following for each year disclosed. 2023, 2022 and 2021: Nelson G. Knight, President, Real Estate and Investments; Elizabeth S. Perkins, Senior Vice President and Chief Financial Officer; Karen C. Gallagher, Senior Vice President and Chief Operating Officer; and Rachel S. Labrecque, Senior Vice President and Chief Accounting Officer; and 2020: Nelson G. Knight; Ms. Perkins; Ms. Gallagher; and Matthew P. Rash, Senior Vice President, Chief Legal Officer and Secretary.

(4)

Total shareholder return measures the benefit to shareholders of holding the Company's Common Shares over a period of time, including the change in the share price as well as the reinvestment of dividends during the same period of time.

(5)

For each fiscal year in the table, the amount included for the Company and its peer group is the cumulative total shareholder return as of the end of that year. The measurement period begins with the market close on the last trading day before the earliest fiscal year in the table (December 31, 2019), through and including the end of the Company's last completed fiscal year (December 31, 2023).

(6)

Total shareholder return relative to a peer group measures the benefit to shareholders of holding the Company's Common Shares relative to that of its peer companies over a period of time, including the change in the share price as well as the reinvestment of dividends during the same period of time. The Company's peer group, for each listed year in the table above, consisted of Ashford Hospitality Trust, Inc., Chatham Lodging Trust, Hersha Hospitality Trust ("HT") (except for 2023), RLJ Lodging Trust and Summit Hotel Properties, Inc., which is the same peer group used in total shareholder return metrics as part of the incentive compensation awards adopted by the Compensation Committee for each year included in the table above. HT was excluded from the 2023 peer group as their shares were no longer traded on the NYSE, effective November 28, 2023.

(7)

MFFO per share - The Company used MFFO, as defined and reconciled to audited GAAP net income (loss) for each year included in the table above within Exhibit 1, and divided it by the Company’s weighted average Common Shares outstanding for the year ended December 31, 2023, 2022, 2021 and 2020, respectively. FFO is a predominant measure of operating performance used by real estate investment trusts and the Company reports the measure in accordance with the National Association of Real Estate Investment Trusts ("Nareit") guidelines, and makes certain adjustments to this measure to present MFFO as a supplemental measure of operating performance in its earnings releases, financial presentations and SEC filings. As noted above in “Compensation Discussion and Analysis—Elements of Executive Compensation," for the 2023 annual incentive compensation plan, MFFO per share made up 12.5%, of the total weighting for the annual incentive compensation award.

Company Selected Measure Name

MFFO

Named Executive Officers, Footnote

(1)

The principal executive officer ("PEO") for 2023, 2022, 2021 and 2020 was Justin G. Knight, Chief Executive Officer of the Company.

Peer Group Issuers, Footnote

PEO Total Compensation Amount

$ 6,973,468

$ 6,736,235

$ 6,092,030

$ 3,914,027

PEO Actually Paid Compensation Amount

$ 8,961,817

7,792,417

8,045,665

3,677,980

Adjustment To PEO Compensation, Footnote

(2)


(note 2, continued)
Adjustments for PEO	2023			2022			2021			2020
Amounts reported under "Share Awards" in the SCT	$	(4,323,874	)	$	(4,133,501	)	$	(3,636,740	)	$	(3,330,589	)
For awards granted in the covered fiscal year:
Fair value of awards outstanding and unvested as of covered fiscal year-end		5,929,077			5,215,244			5,378,614			2,634,188
For awards granted in prior years:
Change in fair value from prior year-end to vesting date for awards granted prior to covered fiscal year that vested during covered fiscal year		20,828			(97,097	)		152,598			6,487
Add the dollar value of any dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of the award		362,318			71,536			59,163			453,868
Total Adjustments for PEO	$	1,988,349		$	1,056,182		$	1,953,635		$	(236,046	)

Non-PEO NEO Average Total Compensation Amount

$ 2,795,266

2,594,045

2,199,306

1,450,701

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,536,160

2,949,383

2,927,328

1,743,731

Adjustment to Non-PEO NEO Compensation Footnote


Adjustments for the Average of Other NEOs	2023			2022			2021			2020
Amounts reported under "Share Awards" in the SCT	$	(1,557,008	)	$	(1,433,190	)	$	(1,159,051	)	$	(1,036,802	)
For awards granted in the covered fiscal year:
Fair value of awards outstanding and unvested as of covered fiscal year-end		2,135,034			1,808,257			1,714,196			1,293,577
For awards granted in prior years:
Change in fair value from prior year-end to covered fiscal year-end for awards granted prior to covered fiscal year and outstanding and unvested at covered fiscal year-end		-			(11,575	)		101,363			-
Change in fair value from prior year-end to vesting date for awards granted prior to covered fiscal year that vested during covered fiscal year		7,211			(30,953	)		51,531			513
Add the dollar value of any dividends or other earnings paid on equity awards during the covered fiscal year prior to vesting date of the award		155,657			22,799			19,982			35,742
Total Adjustments for the Average of Other NEOs	$	740,894		$	355,338		$	728,021		$	293,030

Compensation Actually Paid vs. Total Shareholder Return

The following charts show the relationship of the compensation actually paid to the Company's NEOs in comparison to total shareholder return, peer group shareholder return, net income (loss) and MFFO per share.

Compensation Actually Paid versus Total Shareholder Return $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000 $8,000,000 $9,000,000 $ 2020 2021 2022 $120.00 $100.00 $80.00 $60.00 $40.00 $20.00 $ PEO Actual Pay Avg. Other NEO Actual Pay TSR Peer Group TSR Total Shareholder Return