ThZeal - The Zeal

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

(Amendment No. )

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March 31, 2020

Dear Shareholder:

Our 2020 Annual Meeting of Shareholders will be held on Tuesday, May 19, 2020 at 9:00 a.m. Eastern at the offices of Hunton Andrews Kurth LLP, 8405 Greensboro Drive, Suite 140, Tysons, Virginia 22102.

The attached Notice of 2020 Annual Meeting of Shareholders and proxy statement provide important information about the Annual Meeting and the business to be conducted there, and at any adjournment or postponement thereof. At the Annual Meeting we will ask you to elect our nominees to the Board of Trustees, to ratify the appointment of our independent registered public accountants and to approve executive compensation. These proposals are described in detail in the attached Notice and proxy statement.

Your vote is important to us. We urge you to read these documents carefully. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone, by Internet or by completing, signing, dating and returning your proxy card. Instructions for these convenient ways to vote are set forth on the enclosed proxy card.

Thank you for your continued support.

Sincerely,

Jon E. Bortz

President, Chief Executive Officer and Chairman of the Board

4747 Bethesda Avenue, Suite 1100
Bethesda, Maryland 20814

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS



DATE:		Tuesday, May 19, 2020
TIME:		9:00 a.m. Eastern
PLACE:		Hunton Andrews Kurth LLP, 8405 Greensboro Drive, Suite 140, Tysons, Virginia 22102*
RECORD DATE:		March 20, 2020

ITEMS OF BUSINESS		• Election of Trustees to serve until our 2021 Annual Meeting of Shareholders and until their successors are duly elected and qualified
		• Ratification of the appointment of KPMG LLP as our independent registered public accountants for the year ending December 31, 2020
		• Advisory vote approving the compensation of our named executive officers
		• Consider and act upon any other business that may be properly brought before the annual meeting

BY ORDER OF THE BOARD OF TRUSTEES:

Raymond D. Martz

Secretary

March 31, 2020

* As part of our precautions regarding COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at www.pebblebrookhotels.com.

HOW TO VOTE

Your vote is important to us. You are eligible to vote and receive notice of the Annual Meeting if you were a shareholder of record of our common shares of beneficial interest (“Common Shares”) at the close of business on the record date of March 20, 2020. A majority of the Common Shares entitled to vote at the Annual Meeting must be present in person or by proxy for us to proceed with the Annual Meeting. You can vote either in person at the Annual Meeting or by proxy as follows:


•	If your shares are held by a broker, bank or other nominee (i.e., in “street name”), you will receive instructions from your broker, bank or other nominee which you must follow in order to have your Common Shares voted by proxy.


•	If your shares are owned directly with our transfer agent, Equiniti Trust Company, you are a registered shareholder and may vote by proxy through one of the following methods:




Visit www.proxyvote.com to vote prior to 11:59 P.M. Eastern the day before the meeting.	Call 1-800-690-6903 to vote prior to 11:59 P.M. Eastern the day before the meeting.	Complete and mail your proxy card so that it is received before the meeting date.

You may revoke your proxy at any time before it is voted at the Annual Meeting by notifying the Secretary in writing, submitting a proxy dated later than your original proxy or attending the Annual Meeting and voting in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING. Our 2020 Proxy Statement and our 2019 Annual Report to Shareholders are available at www.pebblebrookhotels.com. On or about March 31, 2020, we expect to provide to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which will indicate how to access our proxy materials on the Internet. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

PROXY STATEMENT

TABLE OF CONTENTS



	Page
About Pebblebrook Hotel Trust	1
Annual Meeting Information	1
Notice of Electronic Availability of Proxy Materials	1

Proposals	2
Proposal 1: Election of Trustees	2
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants	2
Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers	2

Corporate Governance and ESG Information	4
Corporate Governance Highlights	4
Focus on Shareholder Rights	5
Independence of Trustees	6
Board Meetings	6
Board Leadership Structure	6
Environmental Sustainability and Social Responsibility Highlights (ESG)	7
Board Committees	8
Risk Management Oversight	8
Communications with the Board, Lead Trustee, Independent Trustees and Audit Committee	8
Conflicts of Interest and Related Party Transactions	9

Trustee Information	10
Trustee Nominees	10
Process for Selecting Trustees	13
Process for Shareholders to Recommend Trustee Nominees	14
Trustee Compensation	14

Audit Information	16
Audit Committee Report	16
Fee Disclosure	17
Pre-Approval Policy	17

Executive Officer and Compensation Information	18
Named Executive Officers	18
Compensation Committee Report	19
Compensation Discussion and Analysis ("CD&A")	19
Summary Compensation Table	30
Grants of Plan-Based Awards Table	31
Outstanding Equity Awards at Fiscal Year-End Table	32
Option Exercises and Shares Vested Table	33
Equity Compensation Plan Information	33



Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies	33
Termination Payments Table	37
Double-Trigger Cash Stay Bonus	37
Compensation Committee Interlocks and Insider Participation	38
CEO Pay Ratio	38

Security Ownership Information	39
Security Ownership of Certain Beneficial Owners	39
Security Ownership of Management (Executive Officers and Trustees)	40

General Information	40

ABOUT PEBBLEBROOK HOTEL TRUST

Pebblebrook Hotel Trust is a publicly traded real estate investment trust (“REIT”) organized to opportunistically acquire and invest primarily in upper upscale, full-service hotels located in urban markets in major gateway cities. As of March 25, 2020, we owned 54 hotels, totaling approximately 13,400 guest rooms, located in 15 urban and resort markets, including: Del Mar, California; Los Angeles, California (Beverly Hills, Santa Monica and West Hollywood); San Diego, California; San Francisco, California; Santa Cruz, California; Washington, DC; Coral Gables, Florida; Key West, Florida; Naples, Florida; Chicago, Illinois; Boston, Massachusetts; New York, New York; Portland, Oregon; Philadelphia, Pennsylvania; Nashville, Tennessee; Columbia River Gorge, Washington; and Seattle, Washington.

Throughout this Proxy Statement, we use the terms “Pebblebrook,” “Company,” “we,” “our” and “us” to refer to Pebblebrook Hotel Trust.

ANNUAL MEETING INFORMATION

We are providing these proxy materials in connection with the 2020 Annual Meeting of Shareholders (the “Annual Meeting”). These materials will assist you in voting your Common Shares by providing information on matters that will be presented at the Annual Meeting.



Meeting Date	Tuesday, May 19, 2020
Meeting Time	9:00 a.m. Eastern
Meeting Location	Hunton Andrews Kurth LLP, 8405 Greensboro Drive, Suite 140, Tysons, Virginia 22102
Record Date	March 20, 2020

The following matters are being presented for a vote at the Annual Meeting:



Proposal	Board Recommendation	Vote Required For Approval

1 – Election of Trustees	FOR each nominee	Majority of votes cast

2 – Ratification of Appointment of Independent Registered Public Accountants	FOR	Majority of votes cast

3 – Advisory Vote on the Compensation of Our Named Executive Officers	FOR	Majority of votes cast

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials including this Proxy Statement and our 2019 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2019 (“Annual Report”), to you by providing access to such documents on the Internet instead of mailing printed copies unless you previously requested to receive these materials by mail or e-mail. On or about March 31, 2020, we mailed to our shareholders who have not previously requested to receive these materials by mail or e-mail a “Notice of Internet Availability of Proxy Materials” (“Notice”) containing instructions on how to access and review this Proxy Statement and our Annual Report and how to submit your vote on the Internet or by telephone. You cannot vote by marking the Notice and returning it. If you received the Notice by mail, you will not automatically receive a printed copy of our proxy materials or Annual Report unless you follow the instructions for requesting these materials included in the Notice.

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PROPOSALS

PROPOSAL 1: ELECTION OF TRUSTEES

The Board of Trustees of the Company (the “Board”) currently has seven Trustees, all of whom have been nominated to stand for election at the 2020 Annual Meeting. All trustees elected at the meeting will hold office until the 2021 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. You are entitled to cast one vote per Common Share for each of the seven nominees. Each proxy may not be voted for more than seven nominees.

Information about each Trustee nominee and his or her qualifications to serve as a Trustee appears under “Trustee Information—Trustee Nominees” in this Proxy Statement.

Our Bylaws provide that in uncontested elections such as this one, a nominee must receive a majority of votes cast in order to be elected. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal.



þ		The Board of Trustees recommends that you vote “FOR” each of the nominees.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board has selected the accounting firm of KPMG LLP (“KPMG”) to serve as the independent registered public accountants of the Company for the year ending December 31, 2020, and the Board is asking shareholders to ratify this appointment. Although current laws, rules and regulations, as well as the Audit Committee charter, require the Company’s independent auditor to be engaged, retained and supervised by the Audit Committee, the Board considers the appointment of the independent auditor to be an important matter for shareholders and is submitting the appointment of KPMG for ratification by shareholders as a matter of good corporate practice. KPMG has served as the Company’s independent registered public accountants since the Company’s formation in October 2009 and is considered by management of the Company to be well qualified.

We expect that a representative of KPMG will be present at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

The Audit Committee has considered whether, and has determined that, the provision by KPMG of the services described under “Audit-Related Fees,” “Tax Fees” and “Other Fees” in “Audit Information—Fee Disclosure” in this Proxy Statement is compatible with maintaining KPMG’s independence from management and the Company.

Information about KPMG’s services to the Company and the Audit Committee’s report appear under “Audit Information” in this Proxy Statement.

The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to approve this proposal. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal.



þ		The Board of Trustees recommends that you vote “FOR” Proposal 2 – Ratification of Appointment of Independent Registered Public Accountants.

PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Board has determined that we will hold annually a non-binding, advisory vote on the compensation paid to our three named executive officers (“NEOs”).

Accordingly, we are asking you to approve the following resolution in respect of the compensation of our NEOs as described in the Compensation Discussion and Analysis (“CD&A”), compensation tables and related narrative discussion in this Proxy Statement:

NOW, THEREFORE, BE IT RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis, compensation tables and related narrative discussion in the proxy statement relating to the Company’s 2020 Annual Meeting of Shareholders.

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This is an opportunity to express your opinion regarding the decisions made by the Compensation Committee on the compensation of our NEOs for 2019; however, it will not affect any compensation already paid or awarded for 2019 and will not be binding on the Compensation Committee, the Board or the Company. The Board and our Compensation Committee value the opinions of our shareholders and will review the results of this vote and take those results into consideration in addressing future compensation policies and decisions.

The Company’s primary business objective is to deliver attractive, risk-adjusted long-term total returns to shareholders through appreciation in the value of Common Shares and by providing income to shareholders through distributions from distributable cash flow. The Compensation Committee has developed and maintained a compensation program that is intended to reward performance and encourage actions that drive success in our primary business objective, based on the following key principles:


•	Compensation should reinforce business objectives and Company values.


•	Executive officers should be retained and motivated.


•	A significant percentage of compensation for executive officers should be based on performance.


•	Compensation should align the interests of executive officers with those of shareholders.


•	Compensation should be competitive.

Shareholders have overwhelmingly approved the say-on-pay proposal at previous annual meetings. The average approval rate since inception of this advisory proposal is 96%. In 2019, shareholders continued their significant support with over 97% of the votes cast for approval of the “say on pay” proposal at the 2019 annual meeting of shareholders.

The Compensation Committee and the Board, after considering these results, believe this strong level of support reflects a high degree of shareholder confidence that the Company’s compensation program is rewarding our executives appropriately and made no changes to the program’s basic design for 2019.

Since 2012, our executive compensation program has consisted of three main components: (i) annual cash base salaries, (ii) annual cash incentive bonuses based on performance against the one-year business objectives established at the beginning of the year and (iii) long-term equity-based awards (in the form of time-based vesting awards and performance-based vesting awards). We discuss each of these three components in more detail under ‘‘Compensation Discussion and Analysis— Compensation and Compensation Components.”

Information about our executive officers and the 2019 compensation program, as well as the CD&A, compensation tables and related narrative discussion, appear under “Executive Officer and Compensation Information” in this Proxy Statement.



þ		The Board of Trustees recommends that you vote “FOR” Proposal 3 – Advisory Vote on the Compensation of Our Named Executive Officers.

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CORPORATE GOVERNANCE AND ESG INFORMATION

The Board is responsible for providing governance and oversight of the strategy, operations and management of the Company on behalf of our shareholders. In addition to our Declaration of Trust, the Board has adopted the following key documents that form the governance framework for the Company. We review each of these documents periodically and update them as needed to comply with current regulatory and governance requirements.


•	Corporate Governance Guidelines;


•	Code of Business Conduct and Ethics;


•	Charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee; and


•	Bylaws.

We make these documents available under the Investors Relations/Corporate Governance section of our website at www.pebblebrookhotels.com. Printed copies of these documents are also available free of charge upon written request to Investor Relations at investors@pebblebrookhotels.com or by phone at (240) 507-1306.

CORPORATE GOVERNANCE HIGHLIGHTS

We have a history of supporting and implementing strong, sound corporate governance practices and policies that best serve the interests of our shareholders, and we remain committed to that effort. Throughout each year, our management team meets with shareholders responsible for over 80% of the Common Shares, discussing our governance practices and hearing shareholders’ perspectives. Our practices and policies include, among other things, the following:



Governance Practice, Policy		Description

þ	Shareholder Right to Proxy Access (“3/3/20/20”)	• A shareholder (or group of up to 20) owning at least 3% of outstanding Common Shares for at least 3 years may submit trustee nominees (up to 20% of the Board, rounded down) for inclusion in our proxy statement • Adopted in 2016 after extensive conversations with shareholders holding over 75% of outstanding Common Shares

þ	Shareholder Right to Amend Bylaws (“3/3/20/20”)	• A shareholder (or group of up to 20) owning at least 3% of outstanding Common Shares for at least 3 years may make binding proposals to adopt, alter or repeal our Bylaws, or to make new bylaws, for inclusion in our proxy statement • Adopted in 2016 after extensive conversations with shareholders holding over 75% of outstanding Common Shares

þ	Annual Election of Trustees	Each Trustee serves only a one-year term

þ	Non-Classified Board; Shareholder Approval Required to Classify	The Board is not classified, and we cannot classify without shareholder approval (i.e., we opted out of the Maryland Unsolicited Takeovers Act)

þ	Majority Voting for Trustees	In uncontested elections, each trustee nominee must receive a majority of votes cast to be elected to the Board

þ	Trustee Resignation Policy	Trustee nominees who receive more votes against than votes for must submit his or her written resignation to the Board

þ	No Shareholders Rights Plan	We do not have a poison pill

þ	Independent Majority of Board	All of our Trustees other than our Chief Executive Officer are independent (83%)

þ	Independent Board Committees	All committees of the Board have only independent Trustees as members

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Governance Practice, Policy		Description

þ	Lead Trustee	Phillip M. Miller, an independent Trustee, is our Lead Trustee and presides over the Board’s executive sessions and meetings when the Chairman is absent

þ	Regular Executive Sessions	Our independent Trustees meet regularly without the presence of any of our officers or employees at least every quarter

þ	Robust Annual Board Self-Assessment	The Nominating and Corporate Governance Committee conducts an annual evaluation of the Board and each trustee to elicit and deliver feedback

þ	Open Communication	• We encourage and have open communication and strong working relationships among the Lead Trustee, Chairman and other Trustees • Our Trustees regularly meet with management and with employees

þ	Equity Ownership Guidelines: Senior Executives (5x - 3x) Trustees (3x)	• Recommended ownership of Company equity by our executive officers: a value of at least 5 times (CEO) or 3 times (other NEOs) annual base salary • Recommended ownership of Company equity by our Trustees with a value of at least 3 times annual compensation (including chairperson fees) • Each person has 5 years after becoming an executive officer or Trustee (or after an increase of compensation levels) to attain the recommended level of ownership

þ	Compensation Clawback Policy	If the Company is required to prepare an accounting restatement of its previously filed financial statements due to material noncompliance with any financial reporting requirement under federal securities laws, the Board will require reimbursement or forfeiture of any incentive compensation that has been paid but that would not have been paid based on the subsequently restated financial statements, even if fraud, intentional misconduct or illegal behavior were not involved in such noncompliance

þ	Prohibition on Hedging	Our insider trading policy prohibits officers, Trustees and all employees from, among other activities, engaging in short-term or speculative transactions in the Company’s securities or that may lead to inadvertent violations of insider-trading laws. We prohibit short sales of the Company’s securities and transactions in publicly traded options on the Company’s securities, such as puts, calls and other derivative securities, on an exchange or in any other market

þ	Diversity of Board’s Independent Trustees	• Gender: 33% female (two Trustees) • Race: 17% African-American/Black (one Trustee)

þ	Tenure of Board’s Independent Trustees	• 10 years: 67% (four Trustees) • > 5 years and < 10 years: 17% (one Trustee) • < 5 years: 17% (one Trustee)

FOCUS ON SHAREHOLDER RIGHTS

Shareholder Right to Proxy Access

In 2016, we were one of the first lodging REITs to provide our shareholders with a right to submit trustee nominees for inclusion in our proxy statement if both the shareholder proponents and the trustee nominees satisfy the requirements specified in our Bylaws. This right is commonly known as ‘‘proxy access.’’

After extensive conversations throughout 2016 with shareholders holding over 75% of the outstanding Common Shares, we adopted a ‘‘3/3/20/20’’ model for proxy access. A shareholder (or a group of up to 20 shareholders) owning at least 3% (0.1% for each group member) of the outstanding Common Shares for at least 3 years may submit trustee nominees (up to 20% of the Board, rounded down) for inclusion in our proxy statement by satisfying the requirements specified in Sections 11 and 12 of Article II of our Bylaws.

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Shareholder Right to Amend Bylaws

In 2016, we were one of the first lodging REITs to provide our shareholders with the right to make binding proposals to amend our Bylaws by the affirmative vote of the holders of a majority of the Common Shares then outstanding and entitled to vote.

After extensive conversations with many of our largest investors, several of whom have owned Common Shares since the IPO, we adopted a ‘‘3/3/20’’ model for bylaws amendments proposals. A shareholder (or a group of up to 20 shareholders) owning at least 3% (0.1% for each group member) of the outstanding Common Shares for at least 3 years may make binding proposals to adopt, alter or repeal our Bylaws, or to make new bylaws, for inclusion in our proxy statement by satisfying the requirements specified in Sections 11 and 12 of Article II of our Bylaws.

At our 2016 annual meeting of shareholders, our shareholders had overwhelmingly voted to reject a proposal by the largest union representing hotel workers in the United States (the “Union”) to allow shareholders owning only a de minimis amount of the outstanding Common Shares to make binding proposals to amend our Bylaws. The Union had proposed that we permit shareholders to make binding proposals to amend our Bylaws, even if shareholder proponents have held for only one year just $2,000 worth of Common Shares, which is the equivalent of less than 0.00005% of the outstanding Common Shares. After careful consideration, the Board determined that the proposal was not in the best interests of the Company and recommended that shareholders vote against the proposal. At the 2016 annual meeting, the proposal was overwhelmingly defeated by a shareholder vote of 46.7 million (70%) “against” and only 20.1 million (30%) “for.”

For our 2017 annual meeting, a major third-party proxy advisory service recommended that its clients vote in line with all of the Board’s recommendations with one exception. The proxy advisory service recommended to withhold votes from four highly qualified and experienced Trustee nominees, who collectively comprised the Nominating and Corporate Governance Committee, based solely on the advisory service’s new policy concerning binding proposals to amend bylaws despite the fact that at our 2016 annual meeting, the Company’s shareholders overwhelmingly rejected a proposal that would have satisfied the proxy advisory service’s policy, as described above. At the 2017 annual meeting, the Trustee nominees who were not members of the Nominating and Corporate Governance Committee received, on average, 98% of the votes cast. The Trustee nominees who were members of the Nominating and Corporate Governance Committee received, on average, 80% of the votes cast. Overall, the Trustee nominees received, on average, 88% of the votes cast. The voting results demonstrated overwhelming support not only for all of the Trustee nominees, including all of the members of the Nominating and Corporate Governance Committee, but also for the granting of the right to amend our Bylaws, which was made by the Board, upon the recommendation of the Nominating and Corporate Governance Committee itself. For our 2018 and 2019 annual meetings, the votes cast in favor of Trustee nominees who were members of the Nominating and Corporate Governance Committee received, on average, over 99% of the votes cast, which was the same for the Trustee nominees who were not members of the Nominating and Corporate Governance Committee.

INDEPENDENCE OF TRUSTEES

Our Corporate Governance Guidelines require that a majority of our trustees be independent. The Board has adopted the categorical standards prescribed by the NYSE to assist the Board in evaluating the independence of each Trustee. The categorical standards describe various types of relationships that could potentially exist between a Trustee and the Company and sets thresholds at which such relationships would be deemed material. Provided that no relationship or transaction exists that would disqualify a Trustee under the categorical standards and the Board determines, taking into account all facts and circumstances, that no other material relationship between the Company and the Trustee exists of a type not specifically mentioned in the categorical standards, the Board will deem such person to be independent.

Under these criteria, the Board has determined that the following six members, or 86%, of the Board are independent: Cydney C. Donnell, Ron E. Jackson, Phillip M. Miller, Michael J. Schall, Bonny W. Simi and Earl E. Webb.

BOARD MEETINGS

The Board holds regularly scheduled in-person meetings and if needed, will also act through telephonic meetings or consents in lieu of a meeting. During 2019, the Board held four regular meetings, and the non-management, independent Trustees held an executive session at each of the four regular meetings. Mr. Miller, the Lead Trustee, presided over all of the executive sessions. Each Trustee attended 100% of the meetings of the Board. The Board does not have a policy with respect to Trustees’ attendance at annual meetings of shareholders, and, because of the routine nature of the meetings and historical and anticipated low levels of in-person shareholder participation at the meetings, Trustees are not expected to attend the Annual Meeting. None of the Trustees attended our annual meeting of shareholders in 2019.

BOARD LEADERSHIP STRUCTURE

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Lead Trustee

Mr. Miller serves as Lead Trustee in addition to serving as the Chairperson of the Nominating and Corporate Governance Committee. The Lead Trustee presides over executive sessions of the independent Trustees and meetings of the full Board when our Chairman is absent, in each case coordinating the agenda and moderating the discussion. The Lead Trustee may also, as needed, call meetings of the independent Trustees and act as principal liaison between the independent Trustees and our Chief Executive Officer in discussing issues from the executive sessions and other meetings of the independent Trustees.

Chairman of the Board

Mr. Bortz serves as both our Chairman of the Board and our Chief Executive Officer. We believe that it is in the best interests of the Company and our shareholders for Mr. Bortz to serve as our Chairman, because of his unique insight into the Company as well as the lodging industry and his excellent reputation among institutional investors. We believe that regular meetings of independent Trustees, without management present, and permitting all trustees to add items to the agenda of meetings of the Board and its committees mitigates the risk that having our Chief Executive Officer serve as our Chairman may cause management to have undue influence on the Board.

ENVIRONMENTAL SUSTAINABILITY AND SOCIAL RESPONSIBILITY HIGHLIGHTS (ESG)

Since our first hotel property acquisition, in 2010, we have been committed to instituting programs to reduce our hotel properties’ impact on the environment. In 2019, our continued commitment to delivering long-term, industry-leading total shareholder returns led us to broaden and formalize our Environmental, Social & Governance (ESG) strategy. Our holistic approach to sustainability encompasses environmental responsibility, social engagement and inclusive and ethical corporate governance. Our ESG strategy was not only established to reduce our “footprint” and to create a sustainable environment for our employees and vendors but also to help bolster our overall business strategy – redeveloping out-of-touch properties into lifestyle branded hotels. To meet this aim, we have blended lifestyle branding into our ESG strategy, including investing over $13,000,000 in efficiency projects since 2016 and committing to the American Hotel & Lodging Association’s (AHLA) 5-Star promise on sexual harassment and assault, among others. Pebblebrook takes its commitments seriously. While we necessarily must rely on our major branded hotel operators to drive sustainability in hotels that we own, going forward we expect to undertake a more proactive approach to supporting our independent and third-party operators in many initiatives to position our company as an ESG leader in the US lodging sector.

In 2019, we formed our ESG Committee, which reports to the Nominating and Corporate Governance Committee of the Board and is charged with creating relevant ESG policies, setting baselines, engaging stakeholders and encouraging continuous monitoring and improvement. The ESG Committee is chaired by our Lead Trustee, Mr. Miller, and two other of our independent Trustees, Ms. Donnell and Ms. Simi, serve on the committee with Mr. Miller. Our Chief Financial Officer, Mr. Martz, and three other employees comprise the committee.

Through the collaborative efforts of our asset management team and our hotel operators, we have continued to invest in upgrades in efficiency projects that reduce costs, utility consumption and carbon emissions. Our focus on environmental responsibility encompasses a multitude of best practices including, but not limited to: HVAC investments, intelligent heating and cooling thermostats, lighting replacements, water-use reduction investments, kitchen ventilation improvements and plumbing fixture upgrades. In addition, we have converted several of our hotel properties to be powered by renewable sources of energy or other sources of energy that produce lower carbon emissions. Our investments have resulted in significant portfolio-wide reductions in energy consumption and water consumption over the past four years.

As part of our ESG program, we aim to continue to be a positive contributor to both the community and the industry. Our executive officers are actively involved in industry sustainability groups, including the U.S. Green Building Council’s LEED User Group: Hospitality and Venues and the Sustainability Committee of the American Hotel & Lodging Association, to help accelerate the hospitality industry’s awareness and adoption of ESG practices, particularly as the landscape evolves to address the Sustainable Development Goals adopted by the United Nations and low carbon solutions.

Please read our inaugural, annual Environmental Sustainability and Social Responsibility Report for more information about our program, including highlights of the investments we have made and their environmental benefits.

Please see the sections of this Proxy Statement under the caption “Corporate Governance and ESG Information,” most particularly the sections under the captions “—Corporate Governance Highlights” and “—Focus on Shareholder Rights,” for information about our strong, sound corporate governance practices and policies that best serve the interests of our shareholders and our communications with shareholders holding the vast majority of our shares to discuss our governance practices and hear our shareholders’ perspectives.

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The charter of the ESG Committee, our Environmental Sustainability Policy and our inaugural Environmental Sustainability and Social Responsibility Report are available on our website at www.pebblebrookhotels.com.

BOARD COMMITTEES

The Board has three standing committees – the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee operates under a written charter which is available in the Investors Relations section of our website at www.pebblebrookhotels.com. Each committee member meets the independence, experience and, with respect to the Audit Committee, the financial literacy requirements, of the NYSE, the SEC and our Corporate Governance Guidelines. Information about each of these committees is included in the table below:



Committee/Membership	Committee’s Primary Responsibilities		# of 2019 Meetings

Audit Committee

Cydney C. Donnell⁽¹⁾⁽²⁾ Phillip M. Miller Michael J. Schall⁽²⁾ Earl E. Webb	•	Selecting our independent registered public accountants and approving and overseeing their work	4
	•	Overseeing our financial reporting, including reviewing results with management and our independent registered public accountants
	•	Overseeing our internal accounting controls
	•	Monitoring our REIT compliance procedures

Compensation Committee

Michael J. Schall⁽¹⁾ Cydney C. Donnell Ron E. Jackson Bonny W. Simi	•	Reviewing and recommending compensation for our senior officers	5
	•	Administering and making awards under our long-term incentive award plans
	•	Retaining and terminating compensation consultants
	•	Administering other benefit programs of the Company

Nominating and Corporate Governance Committee

Phillip M. Miller⁽¹⁾ Ron E. Jackson Bonny W. Simi Earl E. Webb	•	Recommending individuals to stand for election to the Board	4
	•	Recommending Board committee composition
	•	Overseeing our corporate governance policies and procedures, including Board and Trustee evaluations


(1)	Committee chairperson.


(2)	Determined by the Board to be an “audit committee financial expert.”

RISK MANAGEMENT OVERSIGHT

The Board takes an active and informed role in the Company’s risk management policies and strategies. At least annually, the Company’s executive officers, who are responsible for the Company’s day-to-day risk management practices, present to the Board a comprehensive report on the material risks to the Company, including credit risks, liquidity risks, financial risks and operational risks (including cyber-related risks). At that time, the management team also reviews with the Board the Company’s risk mitigation policies and strategies specific to each risk that is identified. If necessary, the Board may delegate specific risk management tasks to management or a committee of the Board. Throughout the year, management monitors the Company’s risk profile and updates the Board as new material risks are identified or the aspects of a risk previously presented to the Board materially change.

The Audit Committee also actively monitors risks to the Company throughout the year, and, with the aid of management, identifies any additional risks that need to be elevated for the consideration of the full Board.

COMMUNICATIONS WITH THE BOARD, LEAD TRUSTEE, INDEPENDENT TRUSTEES AND AUDIT COMMITTEE

Any shareholder or other interested party may communicate with the Board or any Trustee by sending the communication to the Company’s corporate offices at 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814 in care of the Company’s Secretary. All communications should identify the party to whom it is being sent, and any communication which indicates it is

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for the Board or fails to identify a particular Trustee will be deemed to be a communication intended for the Chairman of the Board.

In addition, the Audit Committee has adopted confidential, anonymous processes for anyone to send communications to the Audit Committee with concerns or complaints concerning the Company’s regulatory compliance, accounting, audit or internal controls issues. Any party may contact the Audit Committee via mail to: Chairperson, Audit Committee of Pebblebrook Hotel Trust, c/o David C. Wright, Esq., Hunton Andrews Kurth LLP, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia 23219.

CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS

Our Corporate Governance Guidelines, which apply to our officers, trustees and employees when such individuals are acting for or on our behalf, provide in writing that each member of the Board will disclose any potential conflicts of interest to the Board and, if appropriate, refrain from voting on a matter in which the trustee may have a conflict of interest. Our Code of Business Conduct and Ethics, which applies to our officers, trustees and employees, requires our officers, trustees and employees to report any actual or potential conflict of interest to a supervisor, manager or other appropriate personnel. Any waiver of our Code of Business Conduct and Ethics for our executive officers or trustees may be made only by the Board or one of the Board’s committees. We anticipate that any waivers of our Code of Business Conduct and Ethics will be posted on our website. Our Code of Business Conduct and Ethics can be found under “Corporate Governance” in the Investor Relations section of our website at www.pebblebrookhotels.com.

The Board is responsible for reviewing any transactions in which an executive officer or Trustee, any nominee for Trustee or any immediate family member of any such person has or will have a direct or indirect material interest. Our Code of Business Conduct and Ethics expressly prohibits the continuation of any conflict of interest by an employee, officer or Trustee except under guidelines approved by the Board. Because the facts and circumstances regarding potential conflicts are difficult to predict, the Board has not adopted a written policy for evaluating general conflicts of interests. In the event a conflict of interest arises concerning a matter to be voted on by the Board or any of its committees, the Board will review, among other things, the facts and circumstances of the conflict, the Company’s applicable corporate governance policies, the effects of any potential waivers of those policies, applicable state law, and NYSE continued listing rules and regulations, and will consider the advice of counsel, before making any decisions regarding the conflict.

The Board has adopted a policy for evaluating potential conflicts of interest with respect to investments by our trustees and executive officers in hotel properties. This policy provides that our trustees and executive officers may not acquire a controlling interest or a 5% or greater equity interest in any hotel property or hotel development project without first receiving approval from our Chief Executive Officer and the Nominating and Corporate Governance Committee. The policy does not apply to investments in publicly traded securities and passive investments in private entities such as limited partnerships or limited liability companies.

None of our named executive officers (“NEOs”) has any indebtedness to the Company or any relationship with the Company other than as an employee and shareholder. Change-in-control severance agreements between the Company and our NEOs are described in the “Executive Officer and Compensation Information—Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies” section of this Proxy Statement.

We have entered into indemnification agreements with each of our Trustees and executive officers that provide for indemnification to the maximum extent permitted by Maryland law and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us.

Maryland law permits a Maryland real estate investment trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the real estate investment trust and its shareholders for money damages except for liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active or deliberate dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains a provision which limits the liability of our Trustees and officers to the maximum extent permitted by Maryland law.

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TRUSTEE INFORMATION

TRUSTEE NOMINEES

The Nominating and Corporate Governance Committee is responsible for identifying individuals who are qualified candidates to serve on the Board. That committee has identified the following seven individuals to stand for election at our 2020 Annual Meeting of Shareholders. Each of these nominees is currently a member of the Board.

We believe that all of the nominees are intelligent, experienced, collegial, insightful and proactive with respect to management and risk oversight, and that they exercise good judgment. The biographical descriptions below set forth certain information with respect to each nominee, including the experience, qualifications, attributes or skills of each nominee that led us to conclude that such person should serve as a Trustee.



Jon E. Bortz
	Age: 63 Trustee since: December 2009 Company Committees: None (President, Chief Executive Officer and Chairman of the Board of the Company)
Background
•	LaSalle Hotel Properties (“LaSalle”), then a publicly traded lodging REIT (April 1998 to September 2009) – Founder, President, Chief Executive Officer and a Trustee; Chairman of the Board (January 2001 until retiring from LaSalle)
•	JLL, Inc. (“JLL”) (1981 to April 1998) – Founder and President of Hotel Investment Group of JLL (from January 1994), oversaw all of JLL’s hotel investment and development activities; Managing Director of JLL’s Investment Advisory Division (January 1995 to April 1998), responsible for certain East Coast development projects; Senior Vice President of JLL’s Investment Division (January 1990 to 1995), responsible for East Coast development projects and workouts
•	Federal Realty Investment Trust (NYSE:FRT) – Member of Board of Trustees and its Audit Committee and Nominating and Governance Committee
•	Nareit (formerly known as the National Association of Real Estate Investment Trusts) – Member of the Advisory Board of Governors and the Governance and Nominating Committee
•	American Hotel & Lodging Association – Chair and member of the Executive Committee of the Board of Directors
•	B.S. in Economics from The Wharton School of the University of Pennsylvania; Certified Public Accountant (inactive)
Specific Qualifications and Skills
Among other qualifications, Mr. Bortz brings to the Board executive leadership experience, including his long and distinguished career as chairman and chief executive of two publicly traded REITs in the lodging industry, along with extensive experience in hotel asset management and development.

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Cydney C. Donnell
	Age: 60 Trustee since: December 2009 Board Committees: Audit (chairperson); Compensation
Background
•	Mays Business School of Texas A&M University (“Mays School”) (since January 2004) – Associate Department Head – Finance; Executive Professor (former Director of Real Estate Programs)
•	European Investors/E.I.I. Realty Securities, Inc. (“EII”) (1986 to 2003) – Chair of the Investment Committee (2002 to 2003); Head of the Real Estate Securities Group and Portfolio Manager (1992 to 2002); VP and Analyst (1986 to 1992)
•	RepublicBanc Corporation – real estate lending officer (1982 to 1986)
•	Nareit (formerly known as the National Association of Real Estate Investment Trusts) – Member of the Institutional Advisory Committee and the Editorial Board
•	American Campus Communities (NYSE:ACC), a publicly traded, student-housing REIT – Chair of the Compensation Committee, and member of the Executive Committee and the Risk Committee, of the Board of Directors
•	Trinity University – Board of Trustees
•	Madison Harbor Balanced Strategies, Inc., a real estate fund of funds registered under the Investment Company Act of 1940, which liquidated and deregistered in 2017 – served as member of the Valuation Committee (chairperson), the Nominating and Compensation Committee and the Audit Committee of the Board of Directors
•	B.B.A. from Texas A&M University; M.B.A. from Southern Methodist University
Specific Qualifications and Skills
Among other qualifications, Ms. Donnell brings to the Board executive leadership experience, including experience in the public real estate industry and investment experience in publicly traded real estate securities, along with experience from teaching courses in real estate investment and real estate capital markets and portfolio management, including modules on corporate governance, at the business school level.



Ron E. Jackson
	Age: 77 Trustee since: December 2009 Board Committees: Compensation; Nominating and Corporate Governance
Background
•	Meadowbrook Golf, a multi-faceted golf company with divisions in golf turf equipment, golf maintenance and golf operations (since January 2001) – President and Chief Executive Officer
•	Resort Condominiums International (“RCI”), a Cendant Company with 2,600 resorts in 109 countries (until 2001) – President and Chief Operating Officer
•	Chartwell Leisure, a hotel owner/operator and developer (prior to RCI) – Chief Operating Officer
•	Sunbelt Hotels and Sunbelt Management Company, which was the largest franchisee of Hilton Hotels in the United States (prior to Chartwell Leisure) – Founder, President and Chief Executive Officer
•	B.S. in Finance and Marketing from Brigham Young University; M.B.A. from the University of Utah
Specific Qualifications and Skills
Among other qualifications, Mr. Jackson brings to the Board executive leadership experience, including his experience as a chief executive of a large company in the golf industry, along with significant experience as a senior executive in the lodging and resort industry.

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Phillip M. Miller
	Age: 67 Trustee since: May 2011 Board Committees: Nominating and Corporate Governance (chairperson); Audit
Background
•	Miller Management Group LLC, a financial services and payments consulting firm (since September 2018) – President and Chief Executive Officer
•	First Data Corporation (September 2015 to September 2018) – Senior Vice President of Global Payment Relations and Sponsorships, managed First Data’s relationship with its payment networks and bank sponsors, globally
•	MasterCard Advisors (2005 to September 2015) – Global Head - Acquiring Knowledge Center, responsible for Electronic Payments Thought Leadership and consulting engagements with banks globally (March 2012 to September 2015); Senior Vice President and Group Head, responsible for the disciplines of market development and marketing for the e-commerce and retail business groups (January 2010 to March 2012); Global Solutions Leader , responsible for consulting engagements in strategy and information services for large banks and card acquirers globally (2005 to 2010)
•	Teleglobal International, LTD, a stored-value, secure online payments product (2002 to 2005) – Executive Chairman
•	Chase Merchant Services, LLC, a division of Chase Bank (2001 to 2002) – President and Chief Executive Officer
•	GE Money, the consumer financial services division of General Electric Company (1995 to 2001) – GE Money, the consumer financial services division of General Electric Company
•	Citibank’s International Private Banking business (1985 to 1995) – Vice President of International Product Development and Marketing
•	B.S. in Marketing and M.B.A. in International Business and Finance from The American University; Certificate of Corporate Governance - Effectiveness and Accountability in the Boardroom from J.L. Kellogg Graduate School of Management at Northwestern University
Specific Qualifications and Skills
Among other qualifications, Mr. Miller brings to the Board executive leadership experience, including his extensive experience as a senior executive in the financial services industry, along with his significant marketing and consulting expertise.



Michael J. Schall
	Age: 62 Trustee since: December 2009 Board Committees: Compensation (chairperson); Audit
Background
•	Essex Property Trust, Inc. (NYSE:ESS), a publicly traded multifamily REIT (“Essex”) (since 1993) – President and Chief Executive Officer (since January 2011); Member of Board (since 1994); Senior Executive Vice President and Chief Operating Officer (2005 to January 2011), responsible for the strategic planning and management of Essex’s property operations, redevelopment and co-investment programs; Chief Financial Officer (1993 to 2005)
•	The Marcus & Millichap Company (1986 to 1993) – Chief Financial Officer of Essex’s predecessor, Essex Property Corporation
•	Churchill International, a technology-oriented venture capital company (1982 to 1986) – Director of Finance
•	Ernst & Young (then known as Ernst & Whinney) (1979 to 1982) – audit department, specializing in the real estate and financial services industries
•	American Institute of Certified Public Accountants – Member
•	National Multi Housing Council – Member
•	Nareit – Vice Chairman and Member of the Executive Board
•	B.S. from the University of San Francisco; Certified Public Accountant (inactive).
Specific Qualifications and Skills
Among other qualifications, Mr. Schall brings to the Board executive leadership experience, including his extensive experience as a senior executive in the financial services industry, along with his significant marketing and consulting expertise.

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Bonny W. Simi
	Age: 58 Trustee since: April 2019 Board Committees: beginning in July 2019 - Compensation; Nominating and Corporate Governance
Background
•	JetBlue Technology Ventures, LLC, the venture capital subsidiary of JetBlue Airways Corporation (“JetBlue”), which incubates, invests in and partners with early stage startups at the intersection of technology, travel and hospitality (since January 2016) – President
•	JetBlue (since September 2003) – Vice President Technology Innovations (January 2016 to May 2019); Vice President Talent (September 2011 to January 2016), overseeing talent acquisition, performance management, succession planning, people analytics and organizational development; various operational, leadership and financial roles in Airports, System Operations, Call Center Operations and Flight Operations (September 3003 to September 2011)
•	United Airlines, Inc. (1990 to 2003) – airline pilot
•	United States Olympian (1984, 1988, 1992) – three-time competitor in the luge
•	Network television commentator for the Olympics of 1994, 1998, 2002
•	Red Lion Hotels Corporation (NYSE:RLH) (since March 2017) – Member of the Board of Directors, Chair of its Compensation Committee and member of its Nominating and Corporate Governance Committee
•	B.A. in Communications from Stanford University; M.S. in management from the Stanford Graduate School of Business; M.S. in Management Science and Engineering from the Stanford School of Engineering; M.S. in Human Resource Management from Regis University
•	Board Leadership Fellow with the National Association of Corporate Directors; CERT Certificate in Cybersecurity Oversight from the CERT Division of the Software Engineering Institute at Carnegie Mellon University
Specific Qualifications and Skills
Among other qualifications, Ms. Simi brings more than 25 years of operations, human resources and technology experience to the Board, with executive leadership experience in the travel industry and experience as a director of a NYSE-listed hospitality and leisure company.



Earl E. Webb
	Age: 63 Trustee since: December 2009 Board Committees: Audit; Nominating and Corporate Governance
Background
•	Avison Young, LLC, or Avison, a Canada-based commercial real estate company (“Avison”) (since September 2009) – President of U.S. Operations; member of Avison’s Board of Directors and its Audit and Executive Committees
•	JLL (January 2003 to August 2009) – Chief Executive Officer of JLL’s Capital Markets Group in the Americas, responsible for strategic direction and management of all capital markets activities throughout the region
•	Jones Lang LaSalle Americas, Inc. (1985 to December 2002) – Chief Executive Officer (February 1999 to December 2002)
•	Continental Illinois National Bank (1981 to 1985) – Second Vice President in the Capital Markets Group
•	Urban Land Institute – Member
•	University of Virginia’s Gift Planning Council and the McIntire Foundation Board – Member
•	Real Estate Roundtable – Member
•	B.S. from the University of Virginia; M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University
Specific Qualifications and Skills
Among other qualifications, Mr. Webb brings to the Board executive leadership experience, including his extensive experience as a senior executive in the real estate and financial services industries, along with his significant capital markets expertise, and his prior public board experience with JLL and Players International.

PROCESS FOR SELECTING TRUSTEES

Before each annual meeting of shareholders, the Nominating and Corporate Governance Committee considers the nomination of all current Trustees and also considers new candidates whenever there is a vacancy on the Board or whenever a vacancy is

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anticipated due to a change in the size or composition of the Board, a retirement of a Trustee or for any other reason. In addition to considering incumbent Trustees, the Nominating and Corporate Governance Committee identifies trustee candidates based on recommendations from the Trustees, shareholders, management and others. Although the Nominating and Corporate Governance Committee may in the future engage the services of third-party search firms to assist in identifying or evaluating trustee candidates, no such firm was engaged in 2019.

The Nominating and Corporate Governance Committee annually evaluates the effectiveness of the Board as a whole and of each individual Trustee and identifies any areas in which the Board would be better served by adding new members with different skills, backgrounds or areas of experience, and whether the average tenure of our Trustees is appropriate for the Company. The Board considers trustee candidates, including those nominated by shareholders, based on a number of factors including: whether the candidate will be “independent,” as such term is defined by the NYSE listing standards; whether the candidate possesses the highest personal and professional ethics, integrity and values; whether the candidate contributes to the overall diversity of the Board; and whether the candidate has an inquisitive and objective perspective, practical wisdom and mature judgment. Candidates are also evaluated on their understanding of our business, experience and willingness to devote adequate time to carrying out their duties as trustees of the Company. The Nominating and Corporate Governance Committee also monitors the mix of skills, experience, background and length of service on the Board of the Trustees to assure that the Board has the necessary composition to effectively perform its oversight function. We do not have a formal policy about diversity of Board membership, but the Nominating and Corporate Governance Committee does consider a broad range of factors when nominating trustee candidates to the Board, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin. The Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.

PROCESS FOR SHAREHOLDERS TO RECOMMEND TRUSTEE NOMINEES

The Nominating and Corporate Governance Committee will consider appropriate nominees for Trustees whose names are submitted in writing by a shareholder of the Company. Trustee candidates submitted by our shareholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other Trustee candidates. Nominations must be addressed to Pebblebrook Hotel Trust, 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814, Attention: Raymond D. Martz, Secretary, and must describe the nominee’s qualifications and other relevant biographical information and provide confirmation of the nominee’s consent to serve as a Trustee if elected. In order for the nominee to be considered for the next annual election of Trustees and be included in the proxy statement for that election, any such written request must comply with the requirements set forth in our Bylaws and as set forth below under “General Information—Solicitation of Proxies, Shareholder Proposals and Other Matters—Shareholder Proposals and Trustee Nominations for Inclusion in the 2021 Proxy Statement.”

In addition, shareholders have what is commonly known as the right to “proxy access.” A shareholder, or a group of up to 20 shareholders, owning at least 3% (0.1% for each group member) of the outstanding Common Shares continuously for at least the prior 3 years may nominate for election to the Board, and include in the Company’s proxy materials for its annual meeting of shareholders, nominees representing up to 20% of the number of trustees then serving on the Board (rounding down to the closest whole number). See “—Corporate Governance Practices—Focus on Shareholder Rights.”

TRUSTEE COMPENSATION

For 2019, we did not change from 2018 the amounts we pay as an annual retainer fee to our independent Trustees for their service to us and the amounts of additional annual compensation we pay to the chairpersons of the Board’s standing committees.

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Therefore, for 2019, Trustees who were neither employed by nor affiliated with the Company received the compensation set forth in the following table for their service on the Board:



Program Element	Amount	Form of Payment
Annual Retainer	$155,000	At least 50% in Common Shares (up to 100% at recipient’s election)
Committee Chairperson Annual Fees	$20,000 for Audit Committee $15,000 for Compensation Committee $10,000 for Nominating and Corporate Governance Committee
Meeting Attendance Fees	None
One-Time Grant upon Joining Board	2,500 restricted Common Shares (three-year pro rata vesting)
Equity Ownership Guidelines	Ownership of equity of the Company with a value of at least 3 times annual compensation (including chairperson fee) within 5 years after becoming a Trustee (or after an increase of compensation levels)

As of December 31, 2019, all Trustees were in compliance with the equity ownership guidelines. Pursuant to the equity ownership guidelines, Ms. Simi, who became a trustee in April 2019, has until April 2024 to reach the recommended level of share ownership.

Total compensation paid in January 2020 to our independent Trustees for service in 2019 was as follows:



	Fees Earned or Paid in Cash
Name	Annual Retainer		Committee Chair Fee		Share Awards	Total⁽¹⁾
Cydney C. Donnell	$	155,000	$	20,000	—	$	175,000	⁽²⁾
Ron E. Jackson	$	155,000	—		—	$	155,000	⁽³⁾
Phillip M. Miller	$	155,000	$	10,000	—	$	165,000	⁽⁴⁾
Michael J. Schall	$	155,000	$	15,000	—	$	170,000	⁽⁵⁾
Bonny W. Simi	$	106,164	—		—	$	106,164	⁽⁶⁾
Earl E. Webb	$	155,000	—		—	$	155,000	⁽⁷⁾


(1)	Any Common Shares paid in lieu of cash were valued at a price per share of $27.02, which was the average of the closing prices of Common Shares on the NYSE for the ten trading days preceding the date of payment.


(2)	At election of Trustee, 100% of Trustee’s fee for service was paid in the form of 6,478 Common Shares.


(3)	At election of Trustee, 50% of Trustee’s fee for service was paid in the form of 2,869 Common Shares.


(4)	At election of Trustee, 50% of Trustee’s fee for service was paid in the form of 3,054 Common Shares.


(5)	At election of Trustee, 100% of Trustee’s fee for service was paid in the form of 6,293 Common Shares.


(6)	At election of Trustee, 50% of Trustee’s fee for service was paid in the form of 1,965 Common Shares.


(7)	At election of Trustee, 50% of Trustee’s fee for service was paid in the form of 2,869 Common Shares.

In March 2020, as described further under “Executive Officer and Compensation Information—Compensation Discussion and Analysis—Compensation and Compensation Components—Modifications to Compensation Programs for 2020 in Response to COVID-19 Pandemic—Changes to 2020 Trustee Compensation Program,” in support of the Company’s efforts to mitigate the financial impact on the Company of the novel coronavirus and related respiratory disease (“COVID-19”) pandemic, the Board reduced by 30% the amounts we will pay as an annual retainer fee to our independent Trustees for their service to us for 2020 and the amounts of additional annual compensation we will pay to the chairpersons of the Board’s standing committees for 2020. Consequently, the annual retainer fee for each independent Trustee for 2020 service (to be paid in January 2021) was reduced by 30% to $108,500, and the committee chairperson fees for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee for 2020 service (to be paid in January 2021) were reduced by 30% to $14,000, $10,500 and $7,000, respectively.

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AUDIT INFORMATION

AUDIT COMMITTEE REPORT

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Trustees, in accordance with the Audit Committee charter. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and discussed with management the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with management the Company’s year-end earnings release.

The Audit Committee reviewed with the independent registered public accountants, who are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards. In addition, the Audit Committee has discussed with the independent registered public accountants the auditors’ independence and the matters required to be discussed by Auditing Standard No. 1301 (Communications with Audit Committees) as adopted by the Public Company Accounting Oversight Board (‘‘PCAOB’’), and discussed and received the written disclosures and the letter from the independent registered public accountants required by the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence.

The Audit Committee discussed with the Company’s independent registered public accountants the overall scope and plans for their audit. The Audit Committee met four times in 2019 with the independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee held meetings with management prior to the filing of each of the Company’s Quarterly Reports on Form 10-Q with the SEC and the release to the public of the Company’s quarterly earnings, and reviewed and discussed with management the Company’s Quarterly Reports on Form 10-Q and its quarterly earnings releases.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Trustees (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC.

The Audit Committee is also responsible for monitoring the Company’s procedures for compliance with the rules for taxation as a REIT under Sections 856-860 of the Code.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that KPMG LLP is in fact ‘‘independent.’’

The Audit Committee has adopted a written charter that outlines certain specified responsibilities of the Audit Committee and complies with the rules of the SEC and the NYSE.

Each member of the Audit Committee is independent as defined by the NYSE listing standards and each member is financially literate. The Board of Trustees has identified each of Ms. Donnell and Mr. Schall as an ‘‘audit committee financial expert’’ within the meaning of the SEC rules.

Submitted by the Audit Committee of the Board of Trustees

Cydney C. Donnell (Chairperson)

Phillip M. Miller

Michael J. Schall

Earl E. Webb

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FEE DISCLOSURE

The following is a summary of the fees billed to the Company by KPMG for professional services rendered for the years ended December 31, 2019 and 2018:



	Year Ended December 31,
Fee Type	2019		2018
Audit Fees	$	1,994,000	$	1,201,915
Audit-Related Fees	—		—
Tax Fees	406,627		142,119
All Other Fees	—		—
Total	$	2,400,627	$	1,344,034

Audit Fees

“Audit Fees” consist of fees and expenses billed for professional services rendered to audit financial statements, assess effectiveness of internal control over financial reporting, review interim consolidated financial statements, review registration statements and prepare comfort letters, services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

“Audit-Related Fees’’ consist of fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not ‘‘Audit Fees.’’

Tax Fees

“Tax Fees” consist of fees and related expenses billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance and tax planning and structuring.

All Other Fees

“All Other Fees” consist of fees and expenses for products and services that are not “Audit Fees,” “Audit-Related Fees” or “Tax Fees.”

PRE-APPROVAL POLICY

All audit, tax and other services provided to us are reviewed and pre-approved by the Audit Committee. The Audit Committee concluded that the provision of such services by KPMG was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. All of the fees paid to KPMG that are described above were approved by the Board.

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EXECUTIVE OFFICER AND COMPENSATION INFORMATION

NAMED EXECUTIVE OFFICERS

We have three NEOs:



Name	Age	Position	At the Company Since
Jon E. Bortz	63	President, Chief Executive Officer and Chairman of the Board	December 2009
Raymond D. Martz	49	Executive Vice President, Chief Financial Officer, Treasurer and Secretary	December 2009
Thomas C. Fisher	49	Executive Vice President, Chief Investment Officer	January 2010



Jon E. Bortz
Background
	Information about Mr. Bortz is set forth above under “Trustee Information—Trustee Nominees.”



Raymond D. Martz
Background
•	Phillips Edison & Company, one of the largest private owners of community shopping centers in the U.S. (August 2007 to November 2009) – Chief Financial Officer
•	Eagle Hospitality Properties Trust, Inc., then a NYSE-listed hotel REIT (May 2005 to August 2007)) – Chief Financial Officer, Treasurer and Secretary
•	LaSalle (April 1998 to May 2005) – Treasurer (2004 to 2005); Vice President of Finance (2001 to 2004); Director of Finance (1998 to 2001)
•	JLL (October 1997 to April 1998) – Director of Finance
•	Tishman Hotel Corporation (1995 to 1997) – Associate, focusing on a variety of areas including asset management and development
•	Orient Hotel Group, a private owner and operator of hotels (1994 to 1995) – several hotel operations roles
•	American Hotel & Lodging Association (“AHLA”) – co-chairperson of the Financial Management Committee
•	Global Finance Committee (formed by AHLA and Hospitality Financial and Technology Professionals) – co-chairperson
•	U.S. Green Building Council – founding member of the LEED User Group: Hospitality and Venues
•	Adaptive Phage Therapeutics, a private clinical-stage biotechnology company – member of the Board of Directors
•	B.S. from the School of Hotel Administration at Cornell University; M.B.A. from Columbia University



Thomas C. Fisher
Background
•	JLL (1996 to January 2010) – Managing Director—Americas, leading the national full-service investment sales platform; variety of roles prior
•	The Harlan Company, a New York an investment banking boutique (1994 to 1996) – Associate, focused on commercial real estate investment services including investment sales, capital raises and tenant representation
•	Prudential Realty Group (1993 to 1994) – Real Estate Analyst, focused on general account investments covering multiple property types including hotel, office and retail
•	American Hotel & Lodging Association – Member of the Hospitality Investment Roundtable
•	B.S. with Distinction from the School of Hotel Administration at Cornell University

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement (‘‘CD&A”) with management of the Company. Based on the Compensation Committee’s review of the CD&A and the Compensation Committee’s discussions of the CD&A with management, the Compensation Committee recommended to the Board of Trustees (and the Board of Trustees has approved) that the CD&A be included in the Company’s Proxy Statement on Schedule 14A prepared in connection with the Annual Meeting.

Submitted by the Compensation Committee of the Board of Trustees

Michael J. Schall (Chairperson)

Cydney C. Donnell

Ron E. Jackson

Bonny W. Simi

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

This CD&A describes the Company’s compensation program and compensation decisions for our NEOs for 2019. However, we note that we use the same compensation program for all of our employees, not just for our NEOs. We compensate our other employees with annual cash base salaries, annual cash incentive bonuses and long-term equity-based awards with the same performance metrics and payout percentages as for our NEOs. It is our belief that using this same program throughout the Company serves to align the interests of all of our employees to the interests of our shareholders.

In deciding how to structure the Company’s compensation program each year, the Compensation Committee and the Board consider the results of the say-on-pay proposal made at the prior year’s annual meeting of shareholders. The average approval rate since inception of this advisory proposal is 96%. In 2019, shareholders continued their significant support with over 97% of the votes cast for approval of the “say on pay” proposal at the 2019 annual meeting of shareholders. The Compensation Committee and the Board believe this strong level of support reflects a high degree of shareholder confidence that the Company’s compensation program is rewarding our executives appropriately.

Performance Highlights

In 2019, the NEOs oversaw significant achievements across our core business, including the successful integration of employees, systems and physical spaces following completion of the Company’s transformative corporate acquisition on November 30, 2018 (the “Corporate Acquisition”), which more than doubled the size of the Company. Performance highlights for 2019 include the following:


•	Successfully integrated two companies following completion of the Corporate Acquisition – Following the Company’s transformative Corporate Acquisition, we successfully integrated our respective hotel portfolios, including all IT, business intelligence and accounting systems, and consolidated employees into a single, new office location, without disruption.

•

Significantly advanced our strategic disposition program - Generated $482.1 million in gross proceeds from the sales of seven hotel properties in 2019, at a weighted-average hotel-level EBITDA multiple of 16.0x and a weighted-average net operating income capitalization rate of 5.5% (after an assumed annual capital reserve of 4.0% of total hotel revenues), in each case based on the 2018 operating performance of the hotel properties.


•	Completed 12 operator conversions, brand changes or overall transitions – Transitioned eight hotel properties to new third-party operators, upgraded a soft brand, added a hotel property to the Company’s proprietary “Unofficial Z Collection,” executed a license agreement with Margaritaville and de-flagged one of our major urban branded hotel properties.


•	Identified and implemented over $7.0 million (annualized savings) of hotel-level EBITDA enhancements – Created a dedicated team that identified, consolidated and effected the implementation of best practices and cost-containment efforts across our portfolio.

•

Established the ESG Committee and published our inaugural Environmental Sustainability & Social Responsibility Report – As part of our formalization of our ESG program, we formed the ESG Committee, which reports through the Board, and published a report (available on our website) that provides information about our meaningful reductions in greenhouse gas emissions, energy intensity and water intensity, along with numerous social and community engagement initiatives.


•	Improved overall RevPAR Penetration by 60 basis points – As a result, in part, of recently completed renovations and redevelopments, our overall market share rose.

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•	Successfully achieved other objectives to enhance shareholder value –


◦	completed the renovations of Mondrian Hotel Los Angeles, W Boston, Sir Francis Drake, Hotel Zelos San Francisco, Sofitel Philadelphia, Skamania Lodge and San Diego Mission Bay Resort; and

◦

completed or commenced renovations of and redevelopments or strategic repositioning plans for Villa Florence, Hotel Vitale, The Marker San Francisco, Hotel Spero, Chaminade Resort & Spa, Mason & Rook (to become Viceroy Washington DC), The Donovan Hotel (to become Hotel Zena Washington DC), Paradise Point Resort & Spa (to become Margaritaville Island Resort San Diego), L’Auberge Del Mar and Hotel Solamar (to become Margaritaville Hotel San Diego Gaslamp Quarter).


•	Maintained and strengthened financial controls and risk management – The audit of our internal controls and procedures again found no material weaknesses and no significant deficiencies, as set forth in the audit reports filed as part of our Annual Report on Form 10-K for the year ended December 31, 2019.

Compensation Highlights

In February 2018, FPL Associates L.P. (“FPL”), having been determined by the Compensation Committee to have met the criteria for an independent consultant in accordance with SEC guidelines and having been engaged directly by the Compensation Committee, prepared a report assessing the competitiveness of the Company’s compensation levels for the Chief Executive Officer, the Chief Financial Officer and the Chief Investment Officer (the “FPL Report”). FPL compared the Company’s compensation of our NEOs to the same officer levels of 12 publicly traded lodging REITs that were selected because they were comparable to us in terms of asset focus, equity market capitalization, total capitalization, number of employees and geographic scope. The FPL Report showed that: the aggregate target total remuneration of our NEOs for 2017 ranked last of the 12 companies in the FPL Peer Group; among chief financial officers of the FPL Peer Group, Mr. Martz’s total target remuneration was in the 27th percentile of the FPL Peer Group (the fourth lowest-paid chief financial officer of the FPL Peer Group); and, among chief executive officers of the FPL Peer Group, Mr. Bortz had the second-lowest target total remuneration (in the 4th percentile). For 2018, based in part on the findings of the FPL Report, the Compensation Committee maintained the same structure of the prior year’s compensation program, but chose to increase target equity-based compensation as a percentage of the total target compensation for each NEO.

In February 2019, the Compensation Committee again chose to maintain the same structure of the prior year’s compensation program. The Compensation Committee did not retain the services of an independent compensation consultant to assist it in deciding the structure or levels for 2019 compensation.

Some specific decisions and results impacting 2019 compensation for our NEOs include:


•	2019 annual base salary: no increase from 2018 for our Chief Executive Officer; $50,000 increase for our Chief Financial Officer and for our Chief Investment Officer


•	2019 target cash incentive bonus: no increase from 2018 for our Chief Executive Officer; $72,000 increase for our Chief Financial Officer and for our Chief Investment Officer


•	2019 awards of time-based and performance-based equity: increased as percentage of target total compensation by 600 basis points for our Chief Executive Officer and by 100 basis points for each of our Chief Financial Officer and our Chief Investment Officer


•	Payment (in March 2020) of actual cash incentive bonus earned for 2019 performance: 100% of target


•	Vesting of performance-based equity awarded in February 2017 after the three-year measurement period ended December 31, 2019: 2.9% of target


•	Vesting of performance-based equity awarded in December 2013 after the six-year measurement period ended December 31, 2019: 11.2% of target

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Compensation and Compensation Components

We provide our NEOs with three primary components of compensation, each of which serves particular objectives in compensating and rewarding our NEOs and creates alignment between our NEOs and our shareholders: (i) annual cash base salaries, (ii) annual cash incentive bonuses and (iii) two forms of regular long-term equity-based awards (performance-based vesting and time-based vesting). Special retention awards, described further below, are not part of the regular compensation program.



Component	Type (% of 2019 Target Total)	Purpose

Base Salary	Fixed (16% - 23%)	• Compensates executives for carrying out the duties of the job
		• Recognizes individual experience, skills and performance
		• Provides value to attract and retain talented executives

Annual Cash Incentive Bonus	At-Risk / Performance-Based (55% - 61%)	• Encourages accomplishment of annual business objectives
		• Aligns interests of executives with those of our shareholders
		• Provides value to attract and retain talented executives

Long-Term Equity (performance-based vesting)		• Encourages accomplishment of long-term business objectives critical to delivering shareholder value
		• Aligns interests of executives with those of our shareholders
		• Promotes executives’ ownership in the company
		• Provides value to attract and retain talented executives

Long-Term Equity (time-based vesting)	Vests over Time (21% - 24%)	• Aligns interests of executives with those of our shareholders
		• Promotes executives’ ownership in the company
		• Provides value to attract and retain talented executives

We also provide various health and welfare benefits to our NEOs that are generally the same as provided to all of our employees. These benefits are competitive with those offered by companies that we compete with for talent and provide another tool that allows us to attract and retain talented executives.

The Compensation Committee and the Board have structured the program so that a significant portion of each NEO’s overall compensation: (i) is earned and paid over a period of more than one year; (ii) depends on the Company’s performance relative to that of peer lodging REITs; (iii) is, at target levels of compensation, measured against total target compensation paid by peer lodging REITs; and (iv) depends on the Company’s total absolute and relative shareholder returns and other absolute and relative performance measurements. In this compensation framework, if the Company has poor relative performance and/or poor total shareholder returns, our NEOs could receive incentive compensation below established target amounts (potentially as low as zero) and lower total compensation. In return, our NEOs should have an opportunity, in the event of superior relative performance and superior total shareholder returns, to earn overall compensation packages significantly greater than established target amounts.

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The following two charts show the composition of the total 2019 target compensation for our NEOs by form and by type. For each chart, (i) the center four “slices” show the percentages of the total represented by each form of compensation set forth in the table above; (ii) the inner partial ring shows the percentage of the total compensation that is “at-risk” and may only be earned based on the level of attainment of our performance goals; and (iii) the outer partial ring shows the percentage of the total composed of long-term equity awards. (Percentages may not total 100% due to rounding.)

Target Compensation Mix

Chief Executive Officer Other Two NEOs

For 2019, the Compensation Committee and the Board determined that executive compensation would consist of the same components that comprised the 2018 compensation program as described above and, taking into consideration the findings of the FPL Report, determined that target equity-based compensation should be further increased as a percentage of the total target compensation.

When determining the target total compensation to set for each NEO, the Compensation Committee considered, among other things, the findings of the FPL Report from the prior year, the increased competition for highly skilled executives in the hospitality REIT industry and the anticipated increased scope of responsibilities that were attendant with and a consequence of the successful completion of the Corporate Acquisition.

Base Salary – Fixed, Not “At-Risk”

Base salary is the only fixed component of the compensation paid to our NEOs. For 2019, base salary as a percentage of target total compensation for each NEO comprised only 16% for Mr. Bortz and 23% for each of Mr. Martz and Mr. Fisher.

Because base salaries are just one component of total pay, we do not target base salaries to any specific level but do confirm that the base salaries for our NEOs are within market parameters using publicly available data, reports of compensation consultants (if retained by the Compensation Committee) and market knowledge. All base salary decisions for our NEOs are made at the first Compensation Committee meeting of the year and take effect as of January 1 of that year.

In 2019, after considering the FPL Report’s findings regarding the relative compensation levels of executive officers of the FPL Peer Group, as well as observations of the Chief Executive Officer with respect to the other NEOs’ scope of day-to-day and longer-term responsibilities, the Compensation Committee and the Board decided not to increase the annual base salary of our Chief Executive Officer above the 2018 amount, having determined, among other things, that his amount was in line with those of the Company’s peers and sufficient as part of the target compensation to retain and motivate him. The Compensation Committee and the Board decided to increase the annual base salary of our Chief Financial Officer and of our Chief Investment Officer by $50,000 from the 2018 amount, having considered the increased competition for highly skilled executives in the hospitality REIT industry and the anticipated increased scope of responsibilities for these executive officers that were attendant with and a consequence of the successful completion of the Corporate Acquisition.

The 2019 annual base salaries for the NEOs are set forth in the Summary Compensation Table located elsewhere in this Proxy Statement.

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Fisher in furtherance of the Company’s efforts to mitigate the financial impact on the Company of the COVID-19 pandemic, the Board reduced the base salaries of our Executive Officers for the months of April through December of 2020. For each of those months, Mr. Bortz’s salary will be zero and the salaries of Messrs. Martz and Fisher will be reduced by 30%.

Annual Cash Incentive Bonus – At-Risk / Performance-Based Compensation

The Compensation Committee emphasizes the importance of incentive cash compensation as a component of total compensation for our NEOs. The Company believes this component of the Company’s compensation program is an investment in high-quality, successful employees who can improve the operational performance of the Company’s hotels and generate new business and transaction opportunities that create value for shareholders.

The annual cash incentive bonus program is intended to compensate our NEOs for achieving our annual goals at both the corporate and hotel property levels, as well as for implementing long-term plans and strategies. However, we do not guarantee any bonuses, and actual amounts paid may range from 0% to 200% of the target amounts.

For 2019, after considering the FPL Report’s findings regarding the compensation levels of executive officers of the FPL Peer Group, the Compensation Committee and the Board decided not to increase the amount of target cash incentive bonus for our Chief Executive Officer above the 2018 amount, having determined, among other things, that his amount was in line with those of the Company’s peers and sufficient as part of the target compensation to retain and motivate him. The Compensation Committee and the Board decided to increase the amount of target cash incentive bonus for our Chief Financial Officer and for our Chief Investment Officer by $72,000 above the 2018 amount, having considered the increased competition for highly skilled executives in the hospitality REIT industry and the anticipated increased scope of responsibilities for these executive officers that were attendant with and a consequence of the successful completion of the Corporate Acquisition.

As a result, and as done with the annual base salary of our NEOs, the Compensation Committee and the Board established target cash incentive bonuses for 2019 for Messrs. Bortz, Martz and Fisher of $1,203,750, $500,000 and $500,000, respectively. The target cash incentive bonus as a percentage of annual base salary for Mr. Bortz and each of Messrs. Martz and Fisher was 161% and 100%, respectively. The target cash incentive bonus as a percentage of target total compensation for each NEO was 25% for Mr. Bortz and 23% for each of Mr. Martz and Mr. Fisher.

For each executive, the 2019 target cash incentive bonus was based on the Company meeting the target levels of certain annual objectives established by the Board (the “Annual Objectives”), which were set in February 2019 and were designed to align the incentives of the Company’s employees and management with the interests of the Company’s shareholders. The actual amount of cash bonus that was paid in March 2020 for performance in 2019 depended on the Company’s performance against the 2019 Annual Objectives and could have been as little as 0% and as much as 200% of the target cash incentive bonus. The Company does not guarantee any bonus.

Six Annual Objectives were set, each with a measurement period from December 31, 2018 to December 31, 2019:


•	7.5% of the target bonus, up to a maximum of 22.5%, was based on the percentage growth of the Company’s hotel-level EBITDA compared to the same measure for the Peer Group (as defined below) (the “EBITDA Growth Objective”);


•	7.5% of the target bonus, up to a maximum of 22.5%, was based on the growth of the Company’s Adjusted FFO per Common Share compared to the same measure provided in the Company’s budget for 2019 (the “Adjusted FFO per Share Objective”);


•	7.5% of the target bonus, up to a maximum of 22.5%, was based on the growth in the Company’s RevPAR penetration index compared to the competitive sets for the Company’s hotel properties portfolio (the “RevPAR Penetration Objective”);


•	7.5% of the target bonus, up to a maximum of 22.5%, was based on the amount of annualized hotel-level EBITDA improvements that could be made based on portfolio-wide asset management enhancements identified during 2019 (the “Asset Management Objective”);


•	10% of the target bonus, up to a maximum of 20%, was based on the degree of success of the corporate and portfolio integration following completion of the Corporate Acquisition on November 30, 2018 (the “Integration Objective”); and


•	60%, up to a maximum of 120%, was based on the degree to which particular business objectives, including asset management initiatives, acquisition/disposition goals, corporate finance and balance sheet goals and internal controls and compliance, were executed and met (the “Operating Objective”).

Six lodging REITs comprised the “Peer Group”: DiamondRock Hospitality Company, Host Hotels & Resorts, Inc., Park Hotels & Resorts Inc. (“Park”), Sunstone Hotel Investors, Inc., Xenia Hotels & Resorts, Inc. and Chesapeake Lodging Trust (which was subsequently acquired by Park).

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Annual Objective	Target Performance	Minimum Payout⁽¹⁾ (% of Target)	Target Payout (% of Target)	Maximum Payout (% of Target)
EBITDA Growth	Peer Group’s average EBITDA growth	—%	7.5%	22.5%
Adjusted FFO per Share	Budgeted amount	—%	7.5%	22.5%
RevPAR Penetration	100 basis point increase vs. competitive set	—%	7.5%	22.5%
Asset Management	$2.0 million expense reductions identified	—%	7.5%	22.5%
Integration	Full integration without material issues	—%	10.0%	20.0%
Operating	Score of 3 on scale of 1 to 5	—%	60.0%	120.0%
Maximum Total Payout (% of Target)		—%	100.0%	200.0%


(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective, and the minimum payout level for all performance objectives in the aggregate is zero.

For 2019, the Company’s actual performance against each of the Annual Objectives was as follows:



Annual Objective	Actual Performance	Payout Achieved (% of Target)
EBITDA Growth	140 basis points below target	2.1%
Adjusted FFO per Share	$0.03 below target	4.8%
RevPar Penetration	40 basis points below target	4.5%
Asset Management	> $5.0 million above target	22.5%
Integration	Achieved target	10.0%
Operating	3.5	63.0%
Total		106.9%

The Company’s performance relative to the Annual Objectives resulted in a formula-based achievement level of 106.9% of target. In February 2020, the Compensation Committee and the Board took into account the following particular areas of achievement when determining the amount of cash bonus to award each executive:


•	Successfully integrated two companies following completion of the Corporate Acquisition – Following the Company’s transformative Corporate Acquisition, we successfully integrated our respective hotel portfolios, including all IT, business intelligence and accounting systems, and consolidated employees into a single, new office location, without disruption.

•


•	Completed 12 operator conversions, brand changes or overall transitions – Transitioned eight hotel properties to new third-party operators, upgraded a soft brand, added a hotel property to the Company’s proprietary “Unofficial Z Collection,” executed a license agreement with Margaritaville and de-flagged one of our major urban branded hotel properties.


•	Identified and implemented over $7.0 million (annualized savings) of hotel-level EBITDA enhancements – Created a dedicated team that identified, consolidated and effected the implementation of best practices and cost-containment efforts across our portfolio.

•


•	Improved overall RevPAR Penetration by 60 basis points – As a result, in part, of recently completed renovations and redevelopments, our overall market share rose.

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•	Successfully achieved other objectives to enhance shareholder value –


◦	completed the renovations of Mondrian Hotel Los Angeles, W Boston, Sir Francis Drake, Hotel Zelos San Francisco, Sofitel Philadelphia, Skamania Lodge and San Diego Mission Bay Resort; and

◦


•	Maintained and strengthened financial controls and risk management – The audit of our internal controls and procedures again found no material weaknesses and no significant deficiencies, as set forth in the audit reports filed as part of our Annual Report on Form 10-K for the year ended December 31, 2019.

Although the Company exceeded the target level of performance of the Annual Objectives — including greatly exceeding the cap on the Asset Management Objective — the NEOs recommended that the Compensation Committee reduce the payout percentage from the calculated 106.9% to a lower amount. The named executive officers made this recommendation in light of the performance of the Company’s total shareholder return in 2019. Taking into account both this recommendation and the actual results for each of the Annual Objectives, the Compensation Committee determined, in its sole discretion, that it would reduce the payout percentage to 100.0% of the target cash incentive bonuses for 2019. As a result, Mr. Bortz received $1,203,750 and Messrs. Martz and Fisher each received $500,000.

In March 2020, as described further under “—Modifications to Compensation Programs for 2020 in Response to COVID-19 Pandemic—Changes to 2020 Executive Officer Compensation Program,” at the voluntary request of Messrs. Bortz, Martz and Fisher in furtherance of the Company’s efforts to mitigate the financial impact on the Company of the COVID-19 pandemic, the Board agreed to modify the annual cash incentive bonus for 2020. If any annual incentive bonus is earned based on actual performance for 2020 compared to the Annual Objectives, then that amount will be paid in Common Shares in lieu of cash that otherwise would have been paid in early 2021.

Long-Term Equity Incentive Awards – At-Risk / Performance-Based Compensation and Time-Based Vesting

The largest portion of compensation for our NEOs comes from long-term equity incentive awards. For 2019, the aggregate target value of both forms of long-term equity incentive award as a percentage of target total compensation was 59% for our Chief Executive Officer and 53% for each of our Chief Financial Officer and our Chief Investment Officer.

The 2009 Equity Incentive Plan allows for long-term incentives to our executive officers, key employees and consultants and other service providers to the Company, its subsidiaries and advisors through grants of option rights, appreciation rights, restricted share awards, performance-based equity awards, LTIP units in our operating partnership and other forms of equity incentive awards. Awards granted to NEOs and other employees under the incentive plan are designed to provide grantees with an incentive to promote the long-term success of the Company in line with our shareholders’ interests. The awards align the recipients’ interests with the interests of shareholders by providing each receipient with an ownership interest in the Company and a stake in the Company’s success. The 2009 Equity Incentive Plan is administered by the Compensation Committee, which has discretion to determine those individuals or entities to whom awards will be granted, the number of shares subject to such rights and awards and other terms and conditions of the option rights, appreciation rights and restricted share awards. Awards may have a vesting period that is tied to each NEO’s or employee’s continued service to the Company or a specifically identified set of performance measures.

Long-term equity incentive awards for the NEOs with respect to a fiscal year are typically issued near the beginning of such fiscal year.

Awards of Performance-Based Equity

In February 2019, each of Messrs. Bortz, Martz and Fisher received awards of performance-based equity, in the form of performance units, which will vest in the form of Common Shares if, and to the degree that, long-term performance criteria established by the Board (‘‘2019-2021 Long-Term Objectives”) are met, provided that the recipient remains employed by the Company through January 1, 2022 (or as otherwise described below under ‘‘—Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies—Vesting of Long-Term Equity Incentive Awards”).

Two 2019-2021 Long-Term Objectives were set, to be measured over the three-year period from December 31, 2018 to December 31, 2021:


•	65% of the target number of performance units, subject to a maximum of 162.5%, will be based on the Company’s total shareholder return (Common Share price appreciation/depreciation plus paid dividends) (“TSR”) compared to the TSR of each member of the Peer Group (the “Relative TSR Objective”); and

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•	35% of the target number of performance units, subject to a maximum of 87.5%, will be based on the Company’s TSR (the “Absolute TSR Objective”).

The level of performance against each 2019-2021 Long-Term Objective will be measured relative to a target. The payout level of each objective varies by level of performance achieved, from a minimum of zero up to target and maximum amounts that differ by objective, as shown in the following table (and payout levels between minimum and target, or between target and maximum, will be interpolated):



2019-2021 Long-Term Objective	Target Performance	Minimum Payout⁽¹⁾ (% of Target)	Target Payout (% of Target)	Maximum Payout (% of Target)
Relative TSR	TSR in 50th percentile of Peer Group	—	65%	162.5%
Absolute TSR	TSR equal to 6%	—	35%	87.5%
Maximum Total Payout (% of Target)		—	100%	200%


(1)	The Compensation Committee did not establish a threshold level of performance for either of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective, and the minimum payout level for all performance objectives in the aggregate is zero.

Regardless of the Company’s actual performance against either of the 2019-2021 Long-Term Objectives, the maximum amount of performance units that can vest (and be settled in the form of Common Shares) after December 31, 2021 for any of our NEOs is 200% of the executive’s target number of Common Shares under the award.

The minimum, target and maximum number of performance units subject to the 2019 performance-based equity incentive awards for the Company’s three executive officers are as follows:



Name	Number of Performance Units Subject to Performance-Based Vesting			Value if Maximum Number Vests⁽²⁾
Name	Minimum⁽¹⁾	Target	Maximum	Value if Maximum Number Vests⁽²⁾
Jon E. Bortz	—	52,582	105,164	$3,438,863
Raymond D. Martz	—	21,596	43,192	$1,412,378
Thomas C. Fisher	—	21,596	43,192	$1,412,378


(1)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.

(2)

The amounts in this column show the dollar values of the performance-based equity awards assuming that on the grant date of the awards the highest level of performance was probable, the maximum value of the awards would be earned and the value per performance unit was assumed to be the closing price per Common Share on the NYSE on the date of grant, February 13, 2019. The values of the performance-based equity awards are dependent in part on the Company’s performance over a three-year period and there is no assurance that the maximum value of the awards will be earned.

For each NEO, the actual amount of performance units that will vest (and be settled in the form of Common Shares) after the three-year period ends on December 31, 2021 will depend on the Company’s performance against the 2019-2021 Long-Term Objectives and requires that the recipient remain employed by the Company through December 31, 2021 (or as otherwise described below). Prior to vesting, the performance units will not be entitled to receive dividends paid on Common Shares or to be voted, but dividends will, in effect, accrue on the units and will be paid if, but only if, and to the extent that, the performance units vest.

For 2019, the target value of the awards of performance-based equity as a percentage of target total compensation for each NEO was 35% for Mr. Bortz and 32% for each of Mr. Martz and Mr. Fisher.

Awards of Time-Based Vesting Equity

In February 2019, each of Messrs. Bortz, Martz and Fisher received awards of restricted Common Shares subject to pro rata time-based vesting over three years on January 1, 2020, January 1, 2021 and January 1, 2022, provided that the recipient remains employed by the Company on each vesting date (or as otherwise described below under ‘‘—Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies—Vesting of Long-Term Equity Incentive Awards”).

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Messrs. Bortz, Martz and Fisher received restricted Common Shares in the amounts of 35,055, 14,398 and 14,398, respectively. The shares were granted pursuant to the 2009 Equity Incentive Plan and were intended as part of the 2019 compensation program. These awards are included in the Summary Compensation Table located elsewhere in this Proxy Statement. The grant date fair values of the awards, calculated in accordance with FASB ASC 718, were $1,146,299, $470,815 and $470,815, respectively. The grant date fair value of these time-based vesting equity awards as a percentage of 2019 target total compensation for each NEO was 24%, 21% and 21%, respectively.

Special Retention Awards – Cash and Equity

2019 Corporate Acquisition Integration and Retention Cash Bonus

In February 2019, in recognition of the extra work that had been done and, at that time, still needed to be performed to achieve a successful corporate and portfolio integration following the Corporate Acquisition, and in order to encourage retention during that critical period of integration, the Compensation Committee and the Board approved a Corporate Acquisition integration and retention cash bonus equal to 50% of the recipient’s 2018 base salary. The bonus was to be paid to every executive officer and employee of the Company who was an executive officer or employee of the Company on November 29, 2018 (which was the day before completion of the Corporate Acquisition) if the recipient remained in the continued employment of the Company or its subsidiaries through the date in 2020 when the Compensation Committee would determine the actual amount of cash incentive bonus earned for performance in 2019. For the Company’s three executive officers, Messrs. Bortz, Martz and Fisher, the amount of the Corporate Acquisition integration and retention cash bonus was $375,000, $225,000 and $225,000, respectively, which was paid in March 2020.

2020 Special Retention Equity Award

In February 2020, in recognition of the importance of retaining our three executive officers and the increasing marketability and competition for their respective skills, the Compensation Committee and the Board granted a special retention equity award of LTIP Class B Units to our executive officers. The Compensation Committee and the Board intended for the award to provide an additional incentive to our executive officers to remain at the Company and to strengthen further the alignment of the officers’ interests with those of the Company’s other shareholders. The LTIP Class B Units will vest over a six-year period: after a two-year period of no vesting, they will vest pro rata over a four-year period on January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026, provided that the recipient remains employed by the Company through the applicable vesting date or as otherwise described below. Messrs. Bortz, Martz and Fisher were each awarded 138,606 LTIP Class B Units. This special retention equity award is not treated as a recurring component of the executive officers’ annual compensation packages.

However, in March 2020, as described further under “—Modifications to Compensation Programs for 2020 in Response to COVID-19 Pandemic—Changes to 2020 Executive Officer Compensation Program,” at the voluntary request of Messrs. Bortz, Martz and Fisher in furtherance of the Company’s efforts to mitigate the financial impact on the Company of the COVID-19 pandemic, the Board terminated this special retention equity award and the LTIP Class B Units granted pursuant to it were forfeited.

Other Benefits

We provide other health and welfare benefits to our NEOs on the same basis as we provide those benefits to all employees. The Compensation Committee does not view benefits and perquisites as a key component of the Company’s compensation program and their total value remains a small percentage of each NEO’s base salary.

Other Compensation Considerations

Share Ownership Guidelines for Named Executive Officers

In 2010, the Board established share ownership guidelines for our NEOs. The Board believes that encouraging each NEO to maintain a meaningful ownership interest in the Company relative to the NEO’s annual base salary is in the best interest of the Company and its shareholders and is likely to further encourage the NEO to act in a manner that creates value for the Company’s shareholders. Pursuant to the guidelines, the Board recommends that each of our executive officers should own shares in the Company having an aggregate value equal to or greater than the multiple of his base salary as shown in the following table.

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Executive Officer Position	Multiple of 2020 Annual Base Salary	Amount of Share Ownership Required⁽¹⁾	Value of Shares/Units Owned⁽¹⁾	Ownership Level Exceeded?
Chief Executive Officer	5x	$3.8 million	$11.8 million	þ
Chief Financial Officer	3x	$1.5 million	$3.1 million	þ
Chief Investment Officer	3x	$1.5 million	$2.5 million	þ


(1)	Amounts are based on each executive officer’s base salary as originally established for 2020 and do not take into account the reductions made for the April through December period of 2020.

(2)

Amounts are based on the closing price per Common Share on the NYSE on March 25, 2020 (which was $10.60) and the total number of Common Shares and LTIP units (which, when vested and after reaching parity with common units of our operating partnership (“OP units”), may be exchanged for an equal number of OP units and subsequently redeemed for cash or an equal number of Common Shares, at our option) owned by the executive.

Compensation Risk Assessment

The Compensation Committee considers at least annually whether our compensation program encourages our executive officers to manage risk prudently across the Company and whether our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

The Company’s compensation program, management team and the culture they foster encourage value creation for our shareholders over the long-term and discourage a focus on maximizing short-term value at the long-term’s expense. We evaluate performance using both quantitative and qualitative measures and many elements of our compensation program serve to mitigate excessive and inappropriate risk-taking. For example, we seek to compensate our executives with a well-balanced mix of base salary, performance-based annual cash incentive bonuses and long-term equity incentive awards. Our executive officers’ base salaries provide assured levels of income that do not vary with the executives’ or the Company’s performance. We balance the certainty of the base salary with the potential for additional cash based on one-year performance metrics that are both quantitative and qualitative. The long-term equity incentive awards are themselves balanced between equity awards that will vest based on time and service over three years (six years in the case of a special retention award) and awards that may vest, if at all, based on performance over multi-year periods, usually three years. In this way, we seek to motivate our executives to consider the impact of their decisions over the short, medium and long terms.

The Company believes that its compensation policies and practices embodied in the compensation programs for 2019 appropriately align management’s incentives with the interests of our shareholders. As a result, the Company believes its compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

In addition, our clawback policy, share ownership guidelines (which have been met by every executive officer and Trustee) and prohibition against hedging further mitigate the possibility of excessive and inappropriate risk-taking. Finally, we have never granted stock options.

Payments Upon Termination and Vesting of Equity Awards Upon A Change in Control

We have a change in control severance agreement in place with each NEO providing for various payments and benefits to be made to him if there is a change in control or his employment with us is terminated for certain reasons. The circumstances in which payments may be made and the potential amounts of those payments are described in more detail in the “—Change in Control Severance Agreements, Equity Vesting and Other Termination Policies” and “—Termination Payments Table” sections below. We believe that the payments provided for in these agreements are reasonable and appropriate as part of the total compensation packages available for our NEOs.

In addition, the Compensation Committee considers the effect of accelerated vesting of certain equity awards upon a termination of an named executive officer or a change in control of the Company. The Compensation Committee approves of the terms of the time-based restricted share award agreements and the performance-based equity award agreements, including the immediate vesting of time-based restricted Common Shares (and, in the case of performance-based equity awards, the immediate vesting of at least the target number of Common Shares) upon a change in control of the Company, upon a NEO’s resignation for good reason or upon an named executive officer’s termination without cause. The Compensation Committee believes that the terms of the time-based restricted share award agreements and the performance-based equity award agreements are competitive with those of other lodging REITs, promote stability among the Company’s NEOs, which is important to the Company’s overall performance, and provide appropriate incentive to align the interests of management with shareholders’ interests in evaluating potential acquisitions. For more information on the vesting terms of the NEO’s time-based

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restricted Common Shares and performance-based equity awards, see “Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies—Vesting of Long-Term Equity Incentive Awards.”

Tax Deductibility of Executive Compensation

Section 162(m) of the Code provides that the Company may not deduct compensation in excess of $1 million paid in any fiscal year to any of certain executive officers (who are referred to as “covered employees” in Section 162(m)). As amended by the Tax Cut and Jobs Act, or the TCJA, and subject to a transition rule that preserves the pre-TCJA rules for written binding contracts in effect on November 2, 2017, the Company’s “covered employees” are our Chief Executive Officer, our Chief Financial Officer and our Chief Investment Officer. An individual who is a “covered employee” of the Company in any year after 2016 will remain a “covered employee” under Section 162(m) regardless of the individual’s officer status or level of compensation.

In December 2019 proposed regulations under Section 162(m) were issued. Among other things, the proposed regulations provide that the Company’s distributive share of any compensation deduction for amounts paid to a “covered employee” by our operating partnership will be subject to Section 162(m)’s deduction limit, i.e., as if that compensation was paid by the Company. The treatment of amounts paid by our operating partnership under the proposed regulations is subject to a transition rule for compensation paid under a binding written contract that was in effect on December 20, 2019.

The Compensation Committee assesses, and will continue to assess, the impact of Section 162(m), including changes enacted under the TCJA and described in the proposed regulations, in considering the design of the Company’s executive compensation practices. However, in order to maintain flexibility in compensating our NEOs in a manner designed to promote our corporate goals, including retaining and providing incentives to our NEOs, the Compensation Committee has not adopted a policy that all compensation must be deductible.

Modifications to Compensation Programs for 2020 in Response to COVID-19 Pandemic

Following the Board’s approval in February 2020 of compensatory arrangements for our executive officers for 2020, COVID-19 was declared by the World Health Organization to be a pandemic, and the pandemic began to have a material adverse effect on the Company’s operations and financial performance. In response, the Company began to suspend operations at its hotel properties, reduced its capital investments and began to implement other expense-reduction measures.

Changes to 2020 Executive Officer Compensation Program

As part of the expense-reduction measures, the Company’s executive officers voluntarily offered and recommended to the Board that the Board (i) effective April 1, 2020, and for the remainder of 2020, reduce the 2020 cash base salaries of Mr. Bortz to zero and of Messrs. Martz and Fisher by 30%; (ii) pay Common Shares in lieu of any cash that may be earned based on performance under the cash bonus incentive award for 2020; and (iii) terminate the special retention equity award and forfeit the LTIP Class B Units granted pursuant to it.

In response, on March 22, 2020, the Board took the following actions:


•	Reduced Mr. Bortz’s annual cash base salary to zero for April through December of 2020;


•	Reduced Mr. Martz’s annual cash base salary by 30% for April through December of 2020;


•	Reduced Mr. Fisher’s annual cash base salary by 30% for April through December of 2020;


•	Determined that common shares would be paid in lieu of any cash that may be earned under the 2020 annual cash bonus incentive award based on performance against certain management objectives and goals established by the Board; and


•	Terminated the special retention equity award and the LTIP Class B Units granted pursuant to it were forfeited.

Changes to 2020 Trustee Compensation Program

As part of the expense-reduction measures, the Board also reduced by 30% the annual compensation for 2020 service of Trustees who are neither employed by nor affiliated with the Company. Consequently, the annual retainer fee for each independent Trustee for 2020 service (to be paid in January 2021) was reduced by 30% to $108,500, and the committee chairperson fees for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee for 2020 service (to be paid in January 2021) were reduced by 30% to $14,000, $10,500 and $7,000, respectively.

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SUMMARY COMPENSATION TABLE

The following table sets forth the information required by Item 402 of Regulation S-K promulgated by the SEC. The amounts shown represent the compensation paid to our NEOs for the years shown as consideration for services rendered to us.

With respect to long-term equity incentive awards, the dollar amounts indicated in the table under “Share Awards” are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718.



Name and Principal Position	Year	Salary ($)	Bonus⁽¹⁾ ($)	Share Awards⁽²⁾ ($)		Non-Equity Incentive Plan Compensation⁽¹⁾ ($)	All Other Compensation ($)		Total ($)
Jon E. Bortz Chairman, President and Chief Executive Officer	2019	750,000	375,000	3,023,476	⁽³⁾	1,203,750	62,439	⁽⁴⁾	5,414,665
	2018	750,000	601,875	2,421,280	⁽⁵⁾	1,805,625	66,323	⁽⁶⁾	5,645,103
	2017	750,000	278,066	1,923,573	⁽⁷⁾	925,684	54,523	⁽⁸⁾	3,931,846

Raymond D. Martz EVP, Chief Financial Officer, Treasurer and Secretary	2019	500,000	225,000	1,241,792	⁽⁹⁾	500,000	55,116	⁽¹⁰⁾	2,521,908
	2018	450,000	214,000	1,077,352	⁽¹¹⁾	642,000	52,466	⁽¹²⁾	2,435,818
	2017	450,000	98,868	832,100	⁽¹³⁾	329,132	48,414	⁽¹⁴⁾	1,758,514

Thomas C. Fisher EVP, Chief Investment Officer	2019	500,000	225,000	1,241,792	⁽⁹⁾	500,000	57,606	⁽¹⁵⁾	2,524,398
	2018	450,000	214,000	1,077,352	⁽¹¹⁾	642,000	54,088	⁽¹⁶⁾	2,437,440
	2017	450,000	98,868	832,100	⁽¹³⁾	329,132	48,724	⁽¹⁷⁾	1,758,824

(1)

For each NEO for 2017 and 2018, the total of the amounts shown in the Bonus and Non-Equity Incentive Plan Compensation columns equals the amount of the actual annual cash incentive bonus paid in February or March of the following year. Any amount shown in the Bonus column is the discretionary amount of the actual annual cash incentive bonus awarded in excess of the formula-based amount of the actual annual cash incentive bonus for that year. For each NEO for 2019, the amount shown in the Non-Equity Incentive Plan Compensation column equals the amount of the actual annual cash incentive bonus paid in March 2020 for 2019 performance, and the amount shown in the Bonus column equals the amount of the the Corporate Acquisition integration and retention cash bonus paid in March 2020 for the period ended December 31, 2019.

(2)

For information regarding the Company’s assumptions made in the valuation of time-based restricted share awards, performance-based equity awards and LTIP unit awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019. The table below shows the dollar value of performance-based equity awards for each NEO assuming that (i) on the grant date of the awards the highest level of performance was probable, (ii) the maximum value of the awards would be earned and (iii) the value per Common Share upon maximum vesting is the closing price per Common Share on the NYSE on the date of grant. The values of the performance-based equity awards are dependent on the Company’s performance over a three-year or six-year period, as applicable, and there is no assurance that the maximum value of the awards will be earned.



	Maximum Value of Performance-Based Equity Awards Assuming Highest Performance Level
Year	Bortz	Martz	Fisher
2019	$3,438,863	$1,412,378	$1,412,378
2018	$2,611,752	$1,162,122	$1,162,122
2017	$2,156,369	$932,830	$932,830


(3)	Reflects 35,055 restricted Common Shares that vested or will vest ratably on January 1, 2020, January 1, 2021 and January 1, 2022 and the target amount of Common Shares that may vest pursuant to the February 2019 performance-based equity awards.


(4)	Amount includes (i) $32,214 in health insurance premiums, (ii) $10,025 in dental, life and long-term disability insurance premiums, (iii) $11,200 in employer-matching contributions to the Company’s 401(k) plan and (iv) $9,000 in employer-matching charitable contributions.


(5)	Reflects 23,619 restricted Common Shares that vested or will vest ratably on January 1, 2019, January 1, 2020 and January 1, 2021 and the target amount of Common Shares that may vest pursuant to the February 2018 performance-based equity awards.


(6)	Amount includes (i) $31,742 in health insurance premiums, (ii) $10,081 in dental, life and long-term disability insurance premiums, (iii) $11,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $13,500 in employer-matching charitable contributions.


(7)	Reflects 24,251 restricted Common Shares that vested or will vest ratably on January 1, 2018, January 1, 2019 and January 1, 2020 and the target amount of Common Shares that may vest pursuant to the February 2017 performance-based equity awards.


(8)	Amount includes (i) $29,845 in health insurance premiums, (ii) $10,128 in dental, life and long-term disability insurance premiums, (iii) $10,800 in employer-matching contributions to the Company’s 401(k) plan and (iv) $3,750 in employer-matching charitable contributions.


(9)	Reflects 14,398 restricted Common Shares that vested or will vest ratably on January 1, 2020, January 1, 2021 and January 1, 2022 and the target amount of Common Shares that may vest pursuant to the February 2019 performance-based equity awards.


(10)	Amount includes (i) $32,904 in health insurance premiums, (ii) $10,012 in dental, life and long-term disability insurance premiums, (iii) $11,200 in employer-matching contributions to the Company’s 401(k) plan and (iv) $1,000 in employer-matching charitable contributions.


(11)	Reflects 10,509 restricted Common Shares that vested or will vest ratably on January 1, 2019, January 1, 2020 and January 1, 2021 and the target amount of Common Shares that may vest pursuant to the February 2018 performance-based equity awards.

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(12)	Amount includes (i) $31,324 in health insurance premiums, (ii) $10,142 in dental, life and long-term disability insurance premiums, and (iii) $11,000 in employer-matching contributions to the Company’s 401(k) plan.


(13)	Reflects 10,490 restricted Common Shares that vested or will vest ratably on January 1, 2018, January 1, 2019 and January 1, 2020 and the target amount of Common Shares that may vest pursuant to the February 2017 performance-based equity awards.


(14)	Amount includes (i) $27,984 in health insurance premiums, (ii) $9,280 in dental, life and long-term disability insurance premiums, (iii) $10,800 in employer-matching contributions to the Company’s 401(k) plan and (iv) $350 in employer-matching charitable contributions.


(15)	Amount includes (i) $34,932 in health insurance premiums, (ii) $9,974 in dental, life and long-term disability insurance premiums, (iii) $11,200 in employer-matching contributions to the Company’s 401(k) plan and (iv) $1,500 in employer-matching charitable contributions.


(16)	Amount includes (i) $32,735 in health insurance premiums, (ii) $10,104 in dental, life and long-term disability insurance premiums, (iii) $11,000 in employer-matching contributions to the Company’s 401(k) plan and (iv) $250 in employer-matching charitable contributions.


(17)	Amount includes (i) $28,334 in health insurance premiums, (ii) $9,280 in dental, life and long-term disability insurance premiums, (iii) $10,800 in employer-matching contributions to the Company’s 401(k) plan and (iv) $310 in employer-matching charitable contributions.

GRANTS OF PLAN-BASED AWARDS TABLE

The following table sets forth information with respect to plan-based awards granted in 2019 to our NEOs. The dollar amounts indicated under the “Grant Date Fair Value” are the full fair value of each equity grant, in accordance with the applicable accounting literature, which, with respect to the value of performance-based equity incentive awards, is the probable outcome of the performance conditions as of the grant date.

Name

Date of Grant

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards ⁽¹⁾

Estimated Possible Payouts Under
Equity Incentive Plan Awards⁽²⁾

All Other Share Awards: Number of Shares/Units (#)

Grant Date Fair Value

($)

Threshold

($)

Target

($)

Maximum

($)

Threshold

(# of shares)

Target

(# of shares)

Maximum

(# of shares)

Jon E. Bortz

Annual Cash Incentive

—

⁽³⁾

1,203,750

2,407,500

Time-Based Equity

February 13, 2019

35,055

⁽⁴⁾

1,146,299

Performance-Based Equity

February 13, 2019

—

⁽⁵⁾

52,582

105,164

1,877,177

⁽⁶⁾

Raymond D. Martz

Annual Cash Incentive

—

⁽³⁾

500,000

1,000,000

Time-Based Equity

February 13, 2019

14,398

⁽⁴⁾

470,815

Performance-Based Equity

February 13, 2019

—

⁽⁵⁾

21,596

43,192

770,977

⁽⁶⁾

Thomas C. Fisher

Annual Cash Incentive

—

⁽³⁾

500,000

1,000,000

Time-Based Equity

February 13, 2019

14,398

⁽⁴⁾

470,815

Performance-Based Equity

February 13, 2019

—

⁽⁵⁾

21,596

43,192

770,977

⁽⁶⁾


(1)	On February 12, 2020, the Board approved, as recommended by the Compensation Committee, actual annual cash incentive bonuses for Messrs. Bortz, Martz and Fisher of $1,203,750, $500,000 and $500,000, respectively, for 2019 performance.

(2)

For each executive, the actual amount of Common Shares that will be issued upon the applicable vesting date pursuant to the performance-based award will depend on our performance against the long-term objectives defined in the agreements and requires that the recipient remain employed by the Company through the vesting date. For more information regarding the performance criteria for these awards, see “—Compensation Discussion and Analysis—Components and Compensation Components—Long-Term Equity Incentive Awards—.Performance-Based Vesting.”


(3)	The Compensation Committee did not establish a threshold level of performance. Rather, the Compensation Committee established a minimum payout level of zero.


(4)	The award is subject to time-based vesting ratably on January 1 of 2020, 2021 and 2022.


(5)	The Compensation Committee did not establish a threshold level of performance for any of the performance objectives. Rather, the Compensation Committee established a minimum payout level of zero for each performance objective and the minimum payout level for all performance objectives in the aggregate is zero.


(6)	The dollar value is computed assuming that the target number of shares vests.

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Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Tables and the Grants of Plan-Based Awards Table was paid or awarded, are described above under ‘‘— Compensation Discussion and Analysis (“CD&A”).” The terms of change in control severance agreements that we have entered into with our executives are described below under ‘‘— Change in Control Severance Agreements, Equity Award Vesting and Other Termination Policies.”

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The following table sets forth information with respect to outstanding equity awards held by our NEOs as of December 31, 2019.



		Share Awards
Name	Date of Grant	Number of Shares That Have Not Vested (#)		Market Value of Shares That Have Not Vested⁽¹⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Rights That Have Not Vested⁽¹⁾ ($)
Jon E. Bortz	December 13, 2013	21,848	⁽²⁾	585,745	43,696	⁽³⁾	1,171,490
	February 15, 2017	8,083	⁽⁴⁾	216,705	72,752	⁽⁵⁾	1,950,481
	February 14, 2018	15,746	⁽⁶⁾	422,150	70,856	⁽⁵⁾	1,899,649
	February 13, 2019	35,055	⁽⁷⁾	939,825	105,164	⁽⁵⁾	2,819,447

Raymond D. Martz	December 13, 2013	11,765	⁽²⁾	315,420	23,528	⁽³⁾	630,786
	February 15, 2017	3,496	⁽⁴⁾	93,728	31,472	⁽⁵⁾	843,764
	February 14, 2018	7,006	⁽⁶⁾	187,831	31,528	⁽⁵⁾	845,266
	February 13, 2019	14,398	⁽⁷⁾	386,010	43,192	⁽⁵⁾	1,157,978

Thomas C. Fisher	December 13, 2013	11,765	⁽²⁾	315,420	23,528	⁽³⁾	630,786
	February 15, 2017	3,496	⁽⁴⁾	93,728	31,472	⁽⁵⁾	843,764
	February 14, 2018	7,006	⁽⁶⁾	187,831	31,528	⁽⁵⁾	845,266
	February 13, 2019	14,398	⁽⁷⁾	386,010	43,192	⁽⁵⁾	1,157,978

(1)

Pursuant to SEC rules, for purposes of this table the market value per unvested LTIP unit and restricted Common Share, as applicable, is assumed to be $26.81, the closing market price per Common Share at the end of the last completed fiscal year. The LTIP Class B units granted in December 2013 reached parity in July 2014. For more information regarding the Company’s assumptions made in the valuation of these equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.


(2)	This is the number of LTIP Class B units that have not vested from initial award that will vest ratably on January 1 of 2016, 2017, 2018, 2019 and 2020.


(3)	This is the maximum number of performance units that may vest (and settle in the form of Common Shares) from the performance-based equity portion of this special retention award which may vest ratably (from 0% up to 200%) on January 1 of 2016, 2017, 2018, 2019 and 2020.


(4)	This is the number of restricted Common Shares that have not vested from initial award that vested or will vest ratably on January 1 of 2018, 2019 and 2020.


(5)	This is the maximum number of performance units that may vest (and settle in the form of Common Shares) from this performance-based equity award.


(6)	This is the number of restricted Common Shares that have not vested from initial award that vested or will vest ratably on January 1 of 2019, 2020 and 2021.


(7)	This is the number of restricted Common Shares that have not vested from initial award that vested or will vest ratably on January 1 of 2020, 2021 and 2022.

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OPTION EXERCISES AND SHARES VESTED TABLE

The Company has not granted any share option awards to our NEOs. The following table sets forth information with respect to the vesting of our NEOs’ restricted Common Shares, performance-based equity awards and LTIP Class B units during 2019.



	Share Awards
Name	Number of Shares Acquired on Vesting⁽¹⁾ (#)	Value Realized on Vesting⁽²⁾ ($)
Jon E. Bortz	139,889	4,355,344
Raymond D. Martz	64,220	1,993,872
Thomas C. Fisher	64,220	1,993,872


(1)	Amounts include vested LTIP Class B units, restricted Common Shares and performance-based equity awards (which were settled in Common Shares).


(2)	For purposes of this table, the market value per vested LTIP Class B unit is assumed to be the closing market price per Common Share on the vesting date. For more information regarding the Company’s assumptions made in the valuation of these equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of December 31, 2019, relating to the 2009 Equity Incentive Plan, pursuant to which grants of options, restricted shares, restricted units or other rights to acquire shares may be made from time to time.



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders⁽¹⁾	572,861⁽²⁾	—⁽³⁾	1,035,909⁽⁴⁾
Equity compensation plans not approved by security holders	—	—	—
Total	572,861	—	1,035,909


(1)	Consists of the 2009 Equity Incentive Plan, as approved by our shareholders in July 2012, as amended in July 2016 following shareholder approval of an amendment to increase the number of shares available under the plan.

(2)

Includes the target amount of all outstanding, unvested performance units awarded under the 2009 Equity Incentive Plan, which, if vested, will be settled in the form of Common Shares, and the amount of all outstanding LTIP units, which, when vested and after reaching parity with OP units, may be exchanged for an equal number of OP units and subsequently redeemed for cash or an equal number of Common Shares, at our option. As of March 25, 2020, the aggregate number of securities to be issued pursuant to LTIP units and the target amount of performance units was 602,928.


(3)	Performance units and LTIP units have no exercise price.


(4)	The aggregate limit of Common Shares available for grant under the 2009 Equity Incentive Plan is 3,672,625. The remaining number available for future issuance assumes 336,510 performance units vest at target. As of March 25, 2020, the aggregate number of securities remaining available for future issuance under the 2009 Equity Incentive Plan was 883,725, assuming performance units vest at target.

CHANGE IN CONTROL SEVERANCE AGREEMENTS, EQUITY AWARD VESTING AND OTHER TERMINATION POLICIES

Change in Control Severance Agreements of Messrs. Bortz, Martz and Fisher

The Company previously entered into agreements with our NEOs (in connection with our IPO in 2009 in the cases of Messrs. Bortz and Martz and in March 2010 in the case of Mr. Fisher) to provide benefits to each in the event his employment is terminated in certain circumstances. The Compensation Committee reviews the terms of these change in control severance agreements annually. As described in more detail below, because each NEO’s severance payment is derived from his annual base salary and other annual incentive compensation, the effect on severance payments is one of the factors the Compensation Committee considers when annually reviewing each NEO’s total compensation and change in control severance agreement terms.

The change in control severance agreements for Messrs. Bortz and Martz became effective on December 14, 2009 and for Mr. Fisher on March 5, 2010, each for an initial term of three years. The term of each agreement is automatically extended for an additional year on each anniversary date of the effective date of the change in control severance agreement beginning on the third anniversary of the effective date of the change in control severance agreement unless, not less than six months prior to the

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termination of the then-existing term, the Board provides notice to the executive of its intent not to extend the term further. On December 14, 2019 and March 5, 2019, the term of each change in control severance agreement for Messrs. Bortz and Martz and for Mr. Fisher, respectively, was automatically extended by one year. Each of our NEOs may terminate his agreement prior to the expiration of the term as described below.

Termination Without Cause (in Connection With, Or Within One Year After, A Change in Control) and Resignation For Good Reason

The agreement provides that upon the termination of the executive either by the Company without “Cause” in connection with, or within one year after, a change in control of the Company or the voluntary resignation by the executive, upon 30 days’ prior written notice to the Company, for “Good Reason,” the executive will be entitled to the following severance payments and benefits:


•	a lump sum cash payment equal to the sum of his annual base salary, earned bonus (as defined in the agreement) and accrued vacation time earned but not paid to the date of termination;

•

a lump sum cash payment equal to the product of three (in the case of Mr. Bortz) or two (in the case of Messrs. Martz and Fisher) times the sum of (x) his then-current annual base salary plus (y) the greater of (i) the bonus most recently paid to him and (ii) the average of the annual cash incentive bonuses paid to him with respect to the three most recent fiscal years ending before the date of termination;


•	a lump sum cash payment equal to three (in the case of Mr. Bortz) or two (in the case of Messrs. Martz and Fisher) times the annual premium or cost (including amounts paid by him) for his health, dental, disability and life insurance benefits; and


•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under ‘‘—Vesting of Long-Term Equity Incentive Awards”).

Termination Without Cause (and Without A Change in Control)

If the executive is terminated without ‘‘Cause” and not in connection with or within one year of a change in control of the Company, the executive will be entitled to the following severance payments and benefits:


•	a lump sum cash payment equal to the sum of his annual base salary, earned bonus and accrued vacation time earned but not paid to the date of termination;


•	a lump sum cash payment equal to the sum of (x) his then-current annual base salary, plus (y) the greater of (i) the bonus most recently paid to him and (ii) the average of the annual cash incentive bonuses paid to him with respect to the three most recent fiscal years ending before the date of termination;


•	a lump sum cash payment equal to the product of one (in the case of Mr. Bortz) or two-thirds (in the case of Messrs. Martz and Fisher) times the annual premium or cost (including amounts paid by him) for his health, dental, disability and life insurance benefits; and


•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under ‘‘—Vesting of Long-Term Equity Incentive Awards”).

Termination For Cause and Resignation Without Good Reason

If the Company terminates the executive for ‘‘Cause” or the executive voluntarily terminates his employment without ‘‘Good Reason,” the executive will be entitled to the following severance payments and benefits:


•	a lump sum cash payment equal to the sum of his annual base salary and accrued vacation time earned but not paid to the date of termination; and


•	such other or additional benefits, if any, as are provided under applicable plans, programs and/or arrangements of the Company (including accelerated vesting of equity awards as discussed below under ‘‘—Vesting of Long-Term Equity Incentive Awards”).

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Other Key Change in Control Severance Agreement Terms

As a condition of any severance payment and related benefits described above, each of Messrs. Bortz, Martz and Fisher has agreed to a general release of any and all claims relating to the NEO’s employment. In addition, each of Messrs. Bortz, Martz and Fisher has agreed that while his change in control severance agreement is in force and for a one-year period following the Company’s termination of the executive for ‘‘cause” or the executive voluntarily terminates his employment without ‘‘good reason,” he will not solicit, hire or recruit employees of, or persons who have worked for, the Company or any of its affiliates either directly or indirectly for his own account or for another party.

Under the terms of their change in control severance agreements, each of Messrs. Bortz, Martz and Fisher is entitled to a tax gross-up payment under certain conditions for the parachute payment excise tax in the event that his employment is terminated in connection with a change in control.

Below is a list of terms and their meanings as defined in each NEO’s change in control severance agreement:


•	‘‘Cause” shall mean that the Board concludes, in good faith and after reasonable investigation, that:


•	the executive has been charged with conduct which is a felony under the laws of the United States or any state or political subdivision thereof;


•	the executive engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud;


•	the executive breached the non-solicitation obligations or covenants of his change in control severance agreement in any material respect; or

•

the executive materially failed to follow a proper directive of the Board within the scope of the executive’s duties (which shall be capable of being performed by the executive with reasonable effort) after written notice from the Board specifying the performance required and the executive’s failure to perform within 30 days after such notice. No act, or failure to act, on the executive’s part shall be deemed ‘‘willful” unless done, or omitted to be done, by the executive not in good faith or if the result thereof would be unethical or illegal.


•	‘‘Change in Control” shall mean a change in control of the Company if:

•

any ‘‘person” as such term is used in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof except that such term shall not include (A) the Company or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company’s common shares, or (E) any person or group as used in Rule 13d-1(b) under the Exchange Act, is or becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power or common shares of the Company;

•

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new trustee (other than (A) a trustee designated by a person who has entered into an agreement with the Company to effect a transaction described in this definition of ‘‘Change in Control” or (B) a trustee whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of trustees of the Company) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the trustees then still in office who either were trustees at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

•

there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, more than 50% of the combined voting power and common shares of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

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•

there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect, including a liquidation) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, more than 50% of the combined voting power and common shares of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the common shares of the Company immediately prior to such sale.


•	‘‘Good Reason” shall mean the occurrence, without the executive’s prior written consent, of any of the following in connection with or within one year after a Change in Control:


•	any material reduction of the executive’s base salary or target bonus as a percentage of base salary;

•

any material adverse change in the executive’s duties or responsibilities, including assignment of duties inconsistent with his position, significant adverse alteration of the nature or status of responsibilities or the conditions of employment or any material diminution in authority, duties, or responsibilities, including, without limitation, any such material adverse change that results from a transaction pursuant to which the Company ceases to be a publicly traded lodging or hospitality company that is qualified as a REIT for federal income tax purposes and is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act;


•	any material diminution in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report; or


•	the relocation of the Company’s headquarters and/or the executive’s regular work address to a location which requires the Executive to travel more than 50 miles from the Executive’s residence.

Vesting of Long-Term Equity Incentive Awards

The terms of the time-based LTIP unit and restricted Common Share awards granted to each of Messrs. Bortz, Martz and Fisher provide that:


•	upon a change in control of the Company, unvested awards vest;


•	upon termination of the executive’s employment with the Company because of his death or disability, the unvested awards vest;


•	upon resignation of the executive for good reason (which must be in connection with or within one year after a change in control), unvested awards vest;


•	upon termination of the executive’s employment with the Company without cause, the unvested awards vest; and


•	upon termination of the executive’s employment with the Company for cause, the unvested awards are forfeited.

The terms of the performance-based equity awards granted to each of Messrs. Bortz, Martz and Fisher provide for vesting of up to the greater of (x) the target number of units and (y) the number of units determined by the performance provisions in the case of the first four of the five above-listed scenarios, and forfeiture in the case of the fifth.

Except as described above, any awards that are unvested at the time the executive terminates his employment with the Company are forfeited.

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TERMINATION PAYMENTS TABLE

The following table indicates the cash amounts, accelerated vesting and other payments and benefits that our NEOs would be entitled to receive under various circumstances pursuant to the terms of the 2009 Equity Incentive Plan, the agreements governing awards made under the 2009 Equity Incentive Plan and their change in control severance agreements. The table assumes that termination of the NEO from the Company under the scenario shown occurred on December 31, 2019.



Name and Termination Scenario	Cash Payment⁽¹⁾		Acceleration of Vesting of Long-Term Equity Incentive Awards⁽²⁾		Excise Tax Gross-Up Payments⁽³⁾		Total
Jon E. Bortz — Chairman, President and Chief Executive Officer
By Company For Cause or By Employee Without Good Reason⁽⁴⁾	—		—		—		—
Upon Death or Disability	—		$	10,005,492	—		$	10,005,492
With A Change in Control – For Good Reason or Without Cause	$	11,365,465	$	10,005,492	$	8,481,051	$	29,852,008
Without A Change in Control – For Good Reason⁽⁴⁾	—		—		—		—
Without A Change in Control – Without Cause	$	4,965,988	$	10,005,492	—		$	14,971,480

Raymond D. Martz — Executive Vice President, Chief Financial Officer, Treasurer and Secretary
By Company For Cause or By Employee Without Good Reason⁽⁴⁾	—		—		—		—
Upon Death or Disability	—		$	4,460,783	—		$	4,460,783
With A Change in Control – For Good Reason or Without Cause	$	3,425,833	$	4,460,783	$	2,806,427	$	10,693,043
Without A Change in Control – For Good Reason⁽⁴⁾	—		—		—		—
Without A Change in Control – Without Cause	$	2,012,611	$	4,460,783	—		$	6,473,394

Thomas C. Fisher — Executive Vice President and Chief Investment Officer
By Company For Cause or By Employee Without Good Reason⁽⁴⁾	—		—		—		—
Upon Death or Disability	—		$	4,460,783	—		$	4,460,783
With A Change in Control – For Good Reason or Without Cause	$	3,429,811	$	4,460,783	$	2,807,178	$	10,697,772
Without A Change in Control – For Good Reason⁽⁴⁾	—		—		—		—
Without A Change in Control – Without Cause	$	2,013,937	$	4,460,783	—		$	6,474,720


(1)	This column assumes that there was neither accrued but unpaid base compensation nor vacation time earned but unpaid as of December 31, 2019.

(2)

Amounts in this column reflect accelerated vesting of awards of LTIP units, restricted Common Shares and performance-based equity awards granted pursuant to the 2009 Equity Incentive Plan that were outstanding at December 31, 2019. Additional restricted Common Share awards and performance-based equity awards were made to Messrs. Bortz, Martz and Fisher after December 31, 2019. Pursuant to SEC rules, for purposes of this table the market value per unvested LTIP unit, restricted Common Share and Common Share due upon vesting of a performance-based equity award is assumed to be $26.81, the closing market price per Common Share at the end of the last completed fiscal year. For purposes of this table, performance-based share and unit grants are assumed to vest at the maximum level. The “founders” LTIP Class A units reached parity with Common Shares in April 2011. The LTIP Class B units granted in December 2013 reached parity in July 2014. For more information regarding the Company’s assumptions made in the valuation of the Company’s equity awards, see Note 8 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

(3)

Amounts in this column reflect the estimated payment to the NEO in an amount equal to the federal excise tax on qualifying termination compensation (the “Excise Tax Payment”) plus all federal and state income taxes payable with respect to the Excise Tax Payment. The amounts shown assume tax rates for the NEO of 37.0% federal, 5.75% state, 2.35% Medicare and 20% excise, and do not account for local taxes.


(4)	No payments are made and no vesting occurs if the Company terminates the executive for “cause” or the executive resigns without “good reason.” Similarly, because “good reason” requires a change in control to have occurred, no payments are made and no vesting occurs if the executive resigns with “good reason” without a change in control having first occurred.

DOUBLE-TRIGGER CASH STAY BONUS

In order to promote retention of our NEOs following a change in control event, the Company has a program to encourage continued employment following such an event. If, and only if, (i) a change in control event occurs and (ii) an NEO remains employed by the Company on the first anniversary of that change in control event, that NEO is entitled to receive a lump sum cash stay bonus. An NEO cannot receive a cash stay bonus in addition to any of the termination payments described above. For each NEO, the cash stay bonus is equal to the sum of the executive’s base salary plus the greater of (x) the bonus most recently

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paid to the executive and (y) the average amount of the bonuses paid to the executive with respect to the three most recent fiscal years. Assuming that a change in control occurred on December 31, 2019 and that each of Messrs. Bortz, Martz and Fisher remained with the Company at least until December 31, 2020, their cash stay bonuses would have been $2,355,000, $1,094,667 and $1,094,667, respectively, based on the amount of their 2019 actual cash incentive bonuses and their 2019 base salaries.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Mr. Schall (Chairperson), Ms. Donnell, Mr. Jackson and Ms. Simi. None of the members of the Compensation Committee is or has been one of our employees or officers. None of our executive officers currently serves, or during the past fiscal year has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on the Board or the Compensation Committee.

CEO PAY RATIO



Our compensation and benefit programs are substantially similar throughout the company and are designed to reward all employees who contribute to our success with a total compensation package that is competitive in the marketplace for each employee’s position and performance. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Jon E. Bortz, our Chief Executive Officer (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K.	1:43 CEO Pay Ratio

For 2019, the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $5,414,665. The median of the annual total compensation of all of our employees (other than our CEO) was $117,439, as determined in the same manner as the total compensation for our CEO. Based on this information, the estimated ratio of the median of the annual total compensation of all of our employees (other than our CEO) to the annual compensation of our CEO was 1 to 43.

To determine the median of the annual total compensation of all of our employees (other than our CEO), the Company prepared a list of all 57 employees (other than our CEO) as of December 31, 2019 and calculated each employee’s annual total compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

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SECURITY OWNERSHIP INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of Common Shares for each shareholder of the Company that is known to the Company to be the beneficial owner of more than 5% of Common Shares based on 130,973,335 Common Shares outstanding as of March 20, 2020.



Name of Beneficial Owner	Common Shares Beneficially Owned⁽¹⁾
Name of Beneficial Owner	Number	Percent of Total
The Vanguard Group Inc.⁽²⁾	19,547,551	14.9	%
BlackRock, Inc.⁽³⁾	18,585,302	14.2	%
Cohen & Steers, Inc.⁽⁴⁾	7,976,588	6.1	%
State Street Corporation⁽⁵⁾	6,664,378	5.1	%
Invesco Ltd.⁽⁶⁾	6,621,030	5.1	%


(1)	The number of Common Shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The number of Common Shares held by the shareholders who filed statements on Schedule 13G as described in other footnotes to this table is current as of the date of the filing of their Schedules 13G.

(2)

The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 11, 2020 by The Vanguard Group, Inc. (“Vanguard”). Vanguard has sole voting power over 262,337 shares, shared voting power over 147,094 shares, sole dispositive power over 19,291,656 shares and shared dispositive power over 255,895 shares. Vanguard Fiduciary Trust Company (“VFTC”), a wholly‑owned subsidiary of Vanguard, is the beneficial owner of 108,801 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. (“VIA”), a wholly‑owned subsidiary of Vanguard, is the beneficial owner of 300,630 shares as a result of its serving as investment manager of Australian investment offerings. Vanguard has its principal business office at 100 Vanguard Blvd., Malvern, PA 19355.

(3)

The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 4, 2020 by BlackRock, Inc. (“BlackRock”). BlackRock has sole voting power over 18,210,108 shares and sole dispositive power over 18,585,302 shares through itself and as the parent holding company or control person over each of the following subsidiaries: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock Fund Managers Ltd, each individually owning less than 5% of the total outstanding shares. BlackRock has its principal business office at 55 East 52nd Street, New York, NY 10055.

(4)

The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 14, 2020 by Cohen & Steers, Inc. (“Cohen & Steers”). Cohen & Steers has sole voting power over 2,130,824 shares and sole dispositive power over 7,976,588 shares. Cohen & Steers Capital Management, Inc. (“CSCM”), a wholly‑owned subsidiary of Cohen & Steers, is the beneficial owner of 7,748,016 shares, has sole voting power over 2,107,468 shares and sole dispositive power over 7,748,016 shares. Cohen & Steers UK Limited (“CSUK”), a wholly‑owned subsidiary of Cohen & Steers, is the beneficial owner of 228,572 shares, has sole voting power over 23,356 shares and sole dispositive power over 228,572 shares. Cohen & Steers has its principal business office at 280 Park Avenue, 10th Floor, New York, NY 10017.

(5)

The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 14, 2020 by State Street Corporation (“State Street”). State Street has shared voting power over 5,947,029 shares and shared dispositive power over 6,664,378 shares through itself and as the parent holding company or control person over each of the following subsidiaries: SSGA Funds Management, Inc., State Street Global Advisors Limited (UK), State Street Global Advisors Ltd (Canada), State Street Global Advisors, Australia Limited, State Street Global Advisors (Japan) Co., Ltd, State Street Global Advisors Singapore Ltd, State Street Global Advisors GmbH, State Street Global Advisors Ireland Limited, and State Street Global Advisors Trust Company. State Street has its principal business office at State Street Financial Center, One Lincoln Street, Boston, MA 02111.


(6)	The number of Common Shares and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 12, 2020 by Invesco Ltd. (“Invesco”). Invesco has sole voting power over 3,952,457 shares and sole dispositive power over 6,621,030 shares. Invesco has its principal business office at 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309.

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SECURITY OWNERSHIP OF MANAGEMENT (EXECUTIVE OFFICERS AND TRUSTEES)

The following table sets forth the beneficial ownership of our equity securities, as of March 20, 2020, for each of our NEOs, each trustee and all trustees and executive officers as a group. As of that date, 130,973,335 Common Shares were outstanding. Except as otherwise indicated, the shareholders listed exercise sole voting and dispositive power over the shares. No shares have been pledged as security by any trustee or executive.



Name of Beneficial Owner	Number of Common Shares and LTIP Units Beneficially Owned⁽¹⁾	Percent of All Shares⁽²⁾	Percent of All Shares and Units⁽³⁾
Jon E. Bortz	1,115,795⁽⁴⁾	*	*
Raymond D. Martz	294,551⁽⁵⁾	*	*
Thomas C. Fisher	231,458⁽⁵⁾	*	*
Cydney C. Donnell	39,674	*	*
Ron E. Jackson	42,280	*	*
Phillip M. Miller	18,265	*	*
Michael J. Schall	52,246⁽⁶⁾	*	*
Bonny W. Simi	4,465	*	*
Earl E. Webb	21,544	*	*
All trustees and executive officers as a group (9 persons)	1,820,278^(4)(5)(6)	1.4%	1.4%

* Represents less than one percent of class.


(1)	The number of Common Shares and LTIP units beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

(2)

Percentages are based on 130,973,335 Common Shares outstanding as of March 20, 2020. In addition, percentages shown for individuals assume that all LTIP units held by such person are exchanged for Common Shares on a one-for-one basis. The total number of Common Shares outstanding used in calculating such percentages assumes that none of the LTIP units held by other persons are exchanged for Common Shares.


(3)	Percentages are based on an aggregate of 131,759,109 Common Shares, LTIP units and OP units outstanding as of March 20, 2020.

(4)

This amount includes 76,091 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and 109,240 vested LTIP units. Mr. Bortz disclaims beneficial ownership with respect to 200,000 of these shares. Amount shown does not include 138,606 unvested LTIP units held by Mr. Bortz, which were granted on February 12, 2020 and then terminated on March 22, 2020. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of the restricted Common Shares.

(5)

This amount includes 31,853 shares of unvested restricted Common Shares granted under the 2009 Equity Incentive Plan and 58,821 vested LTIP units (in the case of Mr. Martz) or 68,290 vested LTIP units (in the case of Mr. Fisher). Amount shown does not include 138,606 unvested LTIP units, which were granted on February 12, 2020 and then terminated on March 22, 2020. See “Outstanding Equity Awards at Fiscal Year-End” table for details regarding vesting schedules of the restricted Common Shares.


(6)	Mr. Schall disclaims beneficial ownership with respect to 26,307 of these shares.

GENERAL INFORMATION

ANNUAL MEETING AND VOTING

You are receiving these materials because you owned Common Shares as of March 20, 2020, the record date established by the Board for the Annual Meeting. Everyone who owned Common Shares as of this date, whether directly as a registered shareholder or indirectly through a broker or other nominee, is entitled to vote at the Annual Meeting. We had 130,973,335 Common Shares outstanding on March 20, 2020. A majority of the Common Shares entitled to vote at the Annual Meeting must be present in person or by proxy for us to proceed with the Annual Meeting.

If you hold your Common Shares indirectly in an account at a bank, brokerage firm, broker-dealer or nominee, you are a beneficial owner of Common Shares held in “street name”. You will receive all proxy materials directly from your bank, brokerage firm, broker-dealer or nominee and you must either direct them as to how to vote your Common Shares or obtain from them a proxy to vote at the Annual Meeting. Please refer to the Notice of Internet Availability of Proxy Materials or the

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voter instruction form used by your bank, brokerage firm, broker-dealer or nominee for specific instructions on methods of voting. If you fail to give your bank, brokerage firm, broker-dealer or nominee specific instructions on how to vote your Common Shares with respect to Proposals 1 or 3, your vote will NOT be counted for those matters. It is important for every shareholder’s vote to be counted on these matters so we encourage you to provide your bank, brokerage firm, broker-dealer or nominee with voting instructions. If you fail to give your bank, brokerage firm, broker-dealer or nominee specific instructions on how to vote your Common Shares on Proposal 2, your bank, brokerage firm, broker-dealer or nominee will generally be able to vote on Proposal 3 as he, she or it determines.

If you do not vote your Common Shares, your Common Shares will not be counted and we may not be able to hold the Annual Meeting. We encourage you to vote by proxy using one of the methods described above even if you plan to attend the Annual Meeting in person so that we will know as soon as possible whether enough votes will be present.

HOUSEHOLDING

The SEC’s rules permit us to deliver a single Notice or single set of Annual Meeting materials to one address shared by two or more of our shareholders unless we have received contrary instructions from shareholders. This procedure, referred to as “householding,” reduces the volume of duplicate information shareholders receive and can result in significant savings on mailing and printing costs. To take advantage of this opportunity, only one Notice, Proxy Statement and Annual Report will be delivered to multiple shareholders who share a single address, unless any shareholder residing at that address gave contrary instructions. If any shareholder sharing an address with another shareholder wants to receive a separate copy of this Proxy Statement and the Annual Report or wishes to receive a separate proxy statement and annual report in the future, or received multiple copies of this Proxy Statement and Annual Report and wishes to receive a single copy, the shareholder should provide such instructions by calling Investor Relations at (240) 507-1306, by writing to Investor Relations at 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814, Attention: Raymond D. Martz or by sending an e-mail to Investor Relations at investors@pebblebrookhotels.com.

Questions regarding the Notice, voting or email delivery should be directed to Investor Relations at (240) 507-1306 or investors@pebblebrookhotels.com.

SOLICITATION OF PROXIES, SHAREHOLDER PROPOSALS AND OTHER MATTERS

Solicitation of Proxies

The cost of solicitation of proxies will be paid by the Company. The trustees, officers and employees of the Company may solicit proxies personally or by telephone without additional compensation for such activities. The Company will also request persons, firms and corporations holding Common Shares in their names or in the names of their nominees, which are beneficially owned by others, to send appropriate solicitation materials to such beneficial owners. The Company will reimburse such holders for their reasonable expenses.

The Company will employ Broadridge Financial Solutions to receive and tabulate the proxies.

Shareholder Proposals and Trustee Nominations for Inclusion in the 2021 Proxy Statement

Shareholder proposals intended to be considered for inclusion in the Company’s proxy statement relating to the 2021 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act (‘‘Rule 14a-8”) must be received by the Secretary of the Company not later than December 1, 2020 and such proposals must comply with all of the requirements of Rule 14a-8.

Nominations of trustee nominees for election at the Company’s 2021 Annual Meeting of Shareholders must be received by the Secretary of the Company at our principal executive offices no earlier than the close of business on November 1, 2020 and not later than December 1, 2020, and such nominations and their nominating shareholders must comply with all of the applicable requirements of our Bylaws.

Any such proposal or nomination should be mailed to: Pebblebrook Hotel Trust, 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814, Attn: Secretary.

Other Shareholder Proposals and Trustee Nominations

Our Bylaws currently provide that in order for a shareholder proposal or trustee nomination to be presented at our 2021 Annual Meeting of Shareholders, other than a shareholder proposal included in the Company’s proxy statement pursuant to Rule 14a-8 or a trustee nomination included in the Company’s proxy statement pursuant to our Bylaws, it must be received at our principal executive offices no earlier than the close of business on November 1, 2020, and not later than December 1, 2020. If the 2021 Annual Meeting of Shareholders is scheduled to take place before April 19, 2021 or after June 18, 2021, then notice must be delivered not earlier than the close of business on the 150th day prior to the 2021 Annual Meeting of Shareholders and not later

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than the close of business on the later of the 120th day prior to the 2021 Annual Meeting of Shareholders or the tenth day following the day on which public announcement of the date of the 2021 Annual Meeting of Shareholders is first made by the Company. Any such proposal should be mailed to: Pebblebrook Hotel Trust, 4747 Bethesda Avenue, Suite 1100, Bethesda, Maryland 20814, Attn: Secretary.

Additional Matters

The Board does not know of any matters other than those described in this Proxy Statement that will be presented for action at the Annual Meeting. If other matters are presented, proxies will be voted in accordance with the best judgment of the proxy holders.

Requests for Annual Report on Form 10-K

A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including the financial statements and the financial statement schedules, may be obtained without charge at our website at www.pebblebrookhotels.com. Information at, or connected to, our website is not and should not be considered part of this Proxy Statement. If you would like to receive a complimentary copy of the Annual Report on Form 10-K, please submit a written request to: Pebblebrook Hotel Trust, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

BY ORDER OF THE BOARD OF TRUSTEES:

Raymond D. Martz

Secretary

Bethesda, Maryland

March 31, 2020

YOUR VOTES ARE IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

PLEASE SUBMIT YOUR PROXY TODAY.

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