XML 21 R2.htm IDEA: XBRL DOCUMENT v3.24.1
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
Year
Summary Compensation Table Total for CEO(1)
Compensation Actually Paid to CEO(2,3)
Average Summary Compensation Table Total for Non-CEO NEOs(4)
Average Compensation Actually Paid to Non-CEO NEOs(2,4,5)
Value of Initial Fixed $100 Investment Based On:Net Income (Loss)
(in 000s)
Hotel EBITDA per Key
(in 000s)(8)
TSR(6)
Peer Group TSR(7)
2023$6,989,824 $7,356,097 $3,186,354 $3,540,561 $60.20 $112.04 $(74,276)$29.2 
2022
$5,724,130 $(1,271,585)$2,639,892 $(1,188,791)$50.30 $100.69 $(84,981)$30.9 
2021$11,273,094 $11,209,540 $7,201,511 $7,146,486 $83.83 $134.10 $(186,372)$12.0 
2020$4,364,168 $2,858,485 $2,134,962 $1,521,916 $70.33 $94.92 $(392,593)$(3.1)
      
Company Selected Measure Name Hotel EBITDA per Key      
Named Executive Officers, Footnote Amounts shown are the amounts of total compensation reported for our Chief Executive Officer, Mr. Bortz, who is our principal executive officer.Amounts shown are the averages of the amounts of total compensation reported for our Co-Presidents, Messrs. Martz and Fisher, who are our two non-CEO NEOs.      
Peer Group Issuers, Footnote In accordance with SEC rules, amounts in this column represent, as of December 31 of each year presented, the cumulative value of a $100 investment made on January 1, 2020 in the common equity of the FTSE Nareit All Equity REITs Index. The amounts shown for 2020, 2021 and 2022 are higher than shown for those years in the proxy statement for our 2023 annual meeting by 3.1%, 1.7% and 0.9%, respectively, due to the inadvertent use of the FTSE Nareit Equity REITs Index instead.      
PEO Total Compensation Amount $ 6,989,824 $ 5,724,130 $ 11,273,094 $ 4,364,168
PEO Actually Paid Compensation Amount $ 7,356,097 (1,271,585) 11,209,540 2,858,485
Adjustment To PEO Compensation, Footnote The following table provides a reconciliation from Summary Compensation Table Total for CEO to Compensation Actually Paid to CEO, in which “Fair Value” means fair value calculated in accordance with FASB ASC 718, “SCT” means the Summary Compensation Table in this Proxy Statement, “FY” means “fiscal year” and “FYE” means “fiscal year end.”
2020202120222023
SCT Total for CEO$4,364,168 $11,273,094 $5,724,130 $6,989,824 
Subtract amount reported under the “Share Awards” Column in the SCT(3,222,343)(8,672,101)(3,359,507)(4,016,336)
Subtract Fair Value (as of vesting date) of awards granted during FY that vested during such FY— — — — 
Add Fair Value (as of FYE) of awards granted during FY that remained unvested as of FYE2,324,698 8,549,469 1,569,650 3,943,973 
Add (subtract) change in Fair Value from prior FYE to FYE for awards granted during prior FY that were outstanding and unvested as of FYE(740,054)46,791 (5,218,488)420,859 
Add (subtract) change in Fair Value from prior FYE to vesting date for awards granted during prior FY that vested during FY— — — — 
Subtract Fair Value as of prior FYE of awards granted during prior FY that were Forfeited during FY— — — — 
Add dividends or other earnings paid on awards during FY prior to vesting date132,016 12,287 12,630 17,777 
Compensation Actually Paid to CEO$2,858,485 $11,209,540 $(1,271,585)$7,356,097 
      
Non-PEO NEO Average Total Compensation Amount $ 3,186,354 2,639,892 7,201,511 2,134,962
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,540,561 (1,188,791) 7,146,486 1,521,916
Adjustment to Non-PEO NEO Compensation Footnote The following table provides a reconciliation from Summary Compensation Table Total for Non-CEO NEOs to Compensation Actually Paid to Non-CEO NEOs, in which “Fair Value” means fair value calculated in accordance with FASB ASC 718, “SCT” means the Summary Compensation Table in this Proxy Statement, “FY” means “fiscal year” and “FYE” means “fiscal year end.”
2020202120222023
Average SCT Total for Non-CEO NEOs$2,134,962 $7,201,511 $2,639,892 $3,186,354 
Subtract amount reported under the “Share Awards” Column in the SCT(1,323,452)(5,905,682)(1,439,792)(1,703,360)
Subtract Fair Value (as of vesting date) of awards granted during FY that vested during such FY— — — — 
Add Fair Value (as of FYE) of awards granted during FY that remained unvested as of FYE954,779 5,822,259 672,709 1,672,671 
Add (subtract) change in Fair Value from prior FYE to FYE for awards granted during prior FY that were outstanding and unvested as of FYE(312,074)19,217 (3,070,946)374,615 
Add (subtract) change in Fair Value from prior FYE to vesting date for awards granted during prior FY that vested during FY— — — — 
Subtract Fair Value as of prior FYE of awards granted during prior FY that were Forfeited during FY— — — — 
Add dividends or other earnings paid on awards during FY prior to vesting date67,701 9,181 9,346 10,281 
Average Compensation Actually Paid to Non-CEO NEOs$1,521,916 $7,146,486 $(1,188,791)$3,540,561 
      
Compensation Actually Paid vs. Total Shareholder Return
The following chart illustrates the compensation actually paid (as computed in accordance with SEC rules, the “CAP”) of our CEO, the average CAP of the two other NEOs, and the values of $100 investments made in Common Shares and the Nareit Equity REITs Index on January 1, 2020 as of December 31, 2020, 2021, 2022 and 2023 (as computed in accordance with SEC rules, “Company TSR” and “Peer Group TSR,” respectively).
3445
      
Compensation Actually Paid vs. Net Income
In contrast, as the following two charts show, there has been almost no correlation between our NEOs’ CAPs and either Net Income or Hotel EBITDA per Key. In our compensation program for each of the years presented, we did not use Net Income to determine any portion of our NEOs’ compensation, and we used Hotel EBITDA per Key only for the cash incentive bonus, to which it contributed on average 1.6% of our NEOs’ target total compensation for 2021, 2022 and 2023.
4892 4894
      
Compensation Actually Paid vs. Company Selected Measure
In contrast, as the following two charts show, there has been almost no correlation between our NEOs’ CAPs and either Net Income or Hotel EBITDA per Key. In our compensation program for each of the years presented, we did not use Net Income to determine any portion of our NEOs’ compensation, and we used Hotel EBITDA per Key only for the cash incentive bonus, to which it contributed on average 1.6% of our NEOs’ target total compensation for 2021, 2022 and 2023.
4892 4894
      
Total Shareholder Return Vs Peer Group
The following chart illustrates the compensation actually paid (as computed in accordance with SEC rules, the “CAP”) of our CEO, the average CAP of the two other NEOs, and the values of $100 investments made in Common Shares and the Nareit Equity REITs Index on January 1, 2020 as of December 31, 2020, 2021, 2022 and 2023 (as computed in accordance with SEC rules, “Company TSR” and “Peer Group TSR,” respectively).
3445
      
Tabular List, Table
The following table sets forth the most important financial measures used to link executive compensation and company performance for our executive compensation program of the years indicated.
2021 and 20222023
Company TSRCompany TSR
Company TSR relative to TSRs of the TSR Peer GroupCompany TSR relative to TSRs of the TSR Peer Group
Hotel EBITDA per KeyHotel EBITDA per Key growth vs. Peers’
Gross Proceeds from DispositionsGross Proceeds from Dispositions
Portfolio RevPAR Penetration Index Improvement
Adjusted FFO per Share
      
Total Shareholder Return Amount $ 60.20 50.30 83.83 70.33
Peer Group Total Shareholder Return Amount 112.04 100.69 134.10 94.92
Net Income (Loss) $ (74,276,000) $ (84,981,000) $ (186,372,000) $ (392,593,000)
Company Selected Measure Amount 29,200 30,900 12,000.0 (3,100)
PEO Name Mr. Bortz      
Additional 402(v) Disclosure The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. Negative amounts in this column do not represent money that our executive officers paid back to the Company.In accordance with SEC rules, amounts in this column represent, as of December 31 of each year presented, the cumulative value of a $100 investment made on January 1, 2020 in Common Shares.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Hotel EBITDA per Key growth vs. Peers’ Hotel EBITDA per Key Hotel EBITDA per Key  
Non-GAAP Measure Description We have presented Hotel EBITDA per Key because it is the only financial measure among the performance metrics used for determining compensation actually paid to our NEOs for 2021, 2022 and 2023. We did not include a financial measure among the performance metrics for our 2020 compensation program. Hotel EBITDA per Key, which is a non-GAAP financial measure, is calculated by dividing (a) the total net income generated by our hotel properties for the period plus the total depreciation and amortization of those hotel properties for the period by (b) the total number of guest rooms of those hotel properties for the period. We believe that Hotel EBITDA per Key is a useful financial measure for evaluating the operating performance of our hotels because it excludes the impact of depreciation and amortization and is, in effect, a proxy for cash flow from the hotel properties.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Company TSR Company TSR Company TSR  
Measure:: 3        
Pay vs Performance Disclosure        
Name Company TSR relative to TSRs of the TSR Peer Group Company TSR relative to TSRs of the TSR Peer Group Company TSR relative to TSRs of the TSR Peer Group  
Measure:: 4        
Pay vs Performance Disclosure        
Name Gross Proceeds from Dispositions Gross Proceeds from Dispositions Gross Proceeds from Dispositions  
Measure:: 5        
Pay vs Performance Disclosure        
Name Portfolio RevPAR Penetration Index Improvement      
Measure:: 6        
Pay vs Performance Disclosure        
Name Adjusted FFO per Share      
PEO | Subtract Amount Under Share Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (4,016,336) $ (3,359,507) $ (8,672,101) $ (3,222,343)
PEO | Subtract Fair Value Of Awards Granted During Fiscal Year That Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Add Fair Values Of Awards Granted During Fiscal Year That Remain Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,943,973 1,569,650 8,549,469 2,324,698
PEO | Increase (Decrease) Due To Change in Fair Value From Prior Year to Current Year For Awards Granted During Prior Year That Remain Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 420,859 (5,218,488) 46,791 (740,054)
PEO | Increase (Decrease) Change In Fair Value From Prior Year To Vesting Date Of Awards Granted During Prior Year That Vested in Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Subtract Fair Value As Of Prior Year Of Awards Granted During Prior Year That Were Forfeited During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Add Dividends Or Other Earnings Paid On Awards During Prior Year To Vesting Date [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 17,777 12,630 12,287 132,016
Non-PEO NEO | Subtract Amount Under Share Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,703,360) (1,439,792) (5,905,682) (1,323,452)
Non-PEO NEO | Subtract Fair Value Of Awards Granted During Fiscal Year That Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Add Fair Values Of Awards Granted During Fiscal Year That Remain Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,672,671 672,709 5,822,259 954,779
Non-PEO NEO | Increase (Decrease) Due To Change in Fair Value From Prior Year to Current Year For Awards Granted During Prior Year That Remain Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 374,615 (3,070,946) 19,217 (312,074)
Non-PEO NEO | Increase (Decrease) Change In Fair Value From Prior Year To Vesting Date Of Awards Granted During Prior Year That Vested in Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Subtract Fair Value As Of Prior Year Of Awards Granted During Prior Year That Were Forfeited During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Add Dividends Or Other Earnings Paid On Awards During Prior Year To Vesting Date [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 10,281 $ 9,346 $ 9,181 $ 67,701