XML 17 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
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)
2024$7,377,014 $4,825,691 $3,364,217 $2,189,874 $51.19 $117.73 $16 $31.1 
2023$6,989,824 $7,356,097 $3,186,354 $3,540,561 $60.20 $112.22 $(74,276)$29.2 
2022
$5,724,130 $(1,271,585)$2,639,892 $(1,188,791)$50.30 $100.79 $(84,981)$30.9 
2021$11,273,094 $11,209,540 $7,201,511 $7,146,486 $83.83 $134.14 $(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.        
PEO Total Compensation Amount $ 7,377,014 $ 6,989,824 $ 5,724,130 $ 11,273,094 $ 4,364,168
PEO Actually Paid Compensation Amount $ 4,825,691 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.”
20202021202220232024
SCT Total for CEO$4,364,168 $11,273,094 $5,724,130 $6,989,824 $7,377,014 
Subtract amount reported under the “Share Awards” Column in the SCT(3,222,343)(8,672,101)(3,359,507)(4,016,336)(4,464,194)
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 2,898,735 
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 (1,003,823)
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 17,959 
Compensation Actually Paid to CEO$2,858,485 $11,209,540 $(1,271,585)$7,356,097 $4,825,691 
        
Non-PEO NEO Average Total Compensation Amount $ 3,364,217 3,186,354 2,639,892 7,201,511 2,134,962
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,189,874 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.”
20202021202220232024
Average SCT Total for Non-CEO NEOs$2,134,962 $7,201,511 $2,639,892 $3,186,354 $3,364,217 
Subtract amount reported under the “Share Awards” Column in the SCT(1,323,452)(5,905,682)(1,439,792)(1,703,360)(1,893,234)
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 1,229,335 
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 (519,847)
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 9,403 
Average Compensation Actually Paid to Non-CEO NEOs$1,521,916 $7,146,486 $(1,188,791)$3,540,561 $2,189,874 
        
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, 2023 and 2024 (as computed in accordance with SEC rules, “Company TSR” and “Peer Group TSR,” respectively).
3811
        
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 a weighted-average 1.7% of our NEOs’ target total compensation for 2021, 2022, 2023 and 2024.
5276 5278
        
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 a weighted-average 1.7% of our NEOs’ target total compensation for 2021, 2022, 2023 and 2024.
5276 5278
        
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, 2023 and 2024 (as computed in accordance with SEC rules, “Company TSR” and “Peer Group TSR,” respectively).
3811
        
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 for 2024, which is our most recently completed fiscal year.
Most Important Financial Performance Measures
Company TSR
Company TSR relative to TSRs of the TSR Peer Group
Hotel EBITDA per Key growth vs. Peers’
Gross Proceeds from Dispositions
Portfolio RevPAR Penetration Index Improvement
Adjusted FFO per Share
        
Total Shareholder Return Amount $ 51.19 60.20 50.30 83.83 70.33
Peer Group Total Shareholder Return Amount 117.73 112.22 100.79 134.14 94.92
Net Income (Loss) $ 16,000 $ (74,276,000) $ (84,981,000) $ (186,372,000) $ (392,593,000)
Company Selected Measure Amount 31,100 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’        
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, 2023 and 2024. 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        
Measure:: 3          
Pay vs Performance Disclosure          
Name Company TSR relative to TSRs of the TSR Peer Group        
Measure:: 4          
Pay vs Performance Disclosure          
Name 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 | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,464,194) $ (4,016,336) $ (3,359,507) $ (8,672,101) $ (3,222,343)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,898,735 3,943,973 1,569,650 8,549,469 2,324,698
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,003,823) 420,859 (5,218,488) 46,791 (740,054)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,959 17,777 12,630 12,287 132,016
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,893,234) (1,703,360) (1,439,792) (5,905,682) (1,323,452)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,229,335 1,672,671 672,709 5,822,259 954,779
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (519,847) 374,615 (3,070,946) 19,217 (312,074)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 9,403 $ 10,281 $ 9,346 $ 9,181 $ 67,701