PEB DEF 14A Report ended May 19, 2020

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•	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:

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•	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.

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•	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.

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(1)	Committee chairperson.

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

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(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.

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•	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.

•	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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•	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”).

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(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.

•	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.

•	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”).

(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.

(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.

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(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.

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•	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.

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(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.

(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.

(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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(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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(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 .

(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.

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•	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”).

•	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”).

•	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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•	‘‘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.

•	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.

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(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.

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(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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(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.

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