Justin G. Knight
About Justin G. Knight
Justin G. Knight (age 51) is Chief Executive Officer (since May 2014) and Director (since 2015) of Apple Hospitality REIT, Inc. (APLE). He holds an MBA (Corporate Strategy & Finance) and a BA in Political Science (cum laude), both from Brigham Young University’s Marriott School . Under his leadership, 2024 operating performance included RevPAR of $118.54 (+2.5% YoY), and the company reported 2024 net income of $214.1M and MFFO/share of $1.61 . Over the three years ended 12/31/2024, APLE’s cumulative TSR exceeded its peer group by 21.4 percentage points, with a $100 investment growing to $115.39 vs $91.43 for peers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Apple Hospitality REIT, Inc. | President | Inception–Mar 2020 | Senior leadership through listing and portfolio growth |
| Apple REIT Companies (predecessors) | President (various), senior management | 2000–2014 | Built rooms-focused REIT platform; integration into APLE |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Hotel & Lodging Association (AHLA) | Board member; Chair (2022); Owner Representative on Executive Committee | 2014–2023; 2022; current EC Owner Rep | Industry advocacy; policy leadership |
| Marriott Owners Advisory Council | Member | Current | Brand-owner alignment and performance input |
| Residence Inn Association Board | President | Current | Brand advisory leadership |
| BYU Marriott School National Advisory Council | Member | Current | Talent and strategy engagement |
Fixed Compensation
- No employment contract; compensation set annually by the independent Compensation Committee; limited perquisites, no supplemental retirement plans .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 596,525 | 635,000 | 641,350 |
| All Other Compensation ($) | 270,694 | 403,976 | 289,251 |
| Total Compensation ($) | 6,736,235 | 6,973,468 | 5,788,558 |
Notes:
- 2024 base salary rate approved: $641,350 .
- Say‑on‑pay support in 2024 was ~97%, indicating strong shareholder alignment with program design .
Performance Compensation
Program design (2024):
- 78% of target executive compensation is incentive‑based; 50% based on shareholder return metrics (absolute and relative TSR over 1/2/3 years) and 50% on operational financial/strategic goals; ~75% of target incentives paid in stock .
| Incentive opportunity ($) | Target Cash | Target Equity | Target Total | Actual Cash | Actual Equity | Actual Total |
|---|---|---|---|---|---|---|
| 2024 Awards (determined Feb 2025; paid Mar 2025) | 1,122,363 | 3,367,087 | 4,489,450 | 1,315,556 | 3,590,420 | 4,905,976 |
Vesting mechanics:
- Shareholder return portion: 50% in restricted shares vesting on Dec 12, 2025; 50% fully vested at issuance .
- Operational performance portion: 50% in cash; 50% in fully vested shares .
2024 performance scorecard (company-wide basis used for NEOs):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Comparable Hotels RevPAR change | 7.5% | 2.0% | 3.0% | 4.0% | 1.4% | 0.0% |
| Comparable Hotels Adj. Hotel EBITDA margin % | 7.5% | 34.6% | 35.1% | 35.6% | 36.0% | 15.0% |
| Adjusted EBITDAre ($000s) | 7.5% | 452,000 | 463,000 | 474,000 | 467,216 | 10.4% |
| MFFO per share | 7.5% | 1.56 | 1.61 | 1.65 | 1.61 | 7.5% |
| 2024 Capital Expenditures ($000s) | 7.5% | 85,000 | 80,000 | 75,000 | 78,262 | 10.1% |
| Balance sheet/capital allocation | 6.25% | Thresh. | Target | Max | Above Target | 9.38% |
| Build proprietary forecasting | 6.25% | Thresh. | Target | Max | Target | 6.25% |
| TSR (1‑yr absolute) | 4.2% | 4.0% | 7.0% | 10.0% | -1.3% | 0.0% |
| TSR (2‑yr absolute) | 4.2% | 7.0% | 13.0% | 19.0% | 10.8% | 3.4% |
| TSR (3‑yr absolute) | 4.2% | 11.0% | 18.0% | 27.0% | 13.4% | 2.8% |
| TSR (1‑yr relative) | 12.5% | 25th pct | 55th pct | 75th pct | 44th pct | 10.2% |
| TSR (2‑yr relative) | 12.5% | 25th pct | 55th pct | 75th pct | 39th pct | 9.2% |
| TSR (3‑yr relative) | 12.5% | 25th pct | 55th pct | 75th pct | 86th pct | 25.0% |
Realized pay trend:
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | 635,000 | 641,350 |
| Share Awards (realized) ($) | 5,929,032 | 3,590,420 |
| Non‑Equity Incentive ($) | 1,610,618 | 1,315,556 |
| All Other ($) | 403,976 | 289,251 |
| Total Realized Pay ($) | 8,578,626 | 5,836,577 |
Vesting/supply indicators:
- Shares vested in 2024: 132,711 shares vested on Dec 13, 2024 (value $2,130,012 at $16.05 close) .
- One‑third of 2024 equity awards vest on Dec 12, 2025; two‑thirds vested immediately (potential supply event) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,307,086 shares (as of 3/21/2025); less than 1% of class |
| Ownership breakdown | Includes 304,504 shares via a family limited partnership (shared control with Nelson G. Knight) and 32,807 in irrevocable trusts for his children; disclaims beneficial ownership beyond pecuniary interest |
| Unvested/unearned awards | 438,708 unearned shares at 12/31/2024 (max case), payout value $6,734,174 at $15.35/share |
| 2024 vesting | 132,711 shares vested 12/13/2024 |
| Stock ownership guidelines | CEO 5x salary (all directors/officers are in compliance or within transition periods) |
| Hedging/pledging | Hedging and margin accounts prohibited; pledging limited to ≤50% of individually held shares |
No stock options are granted to officers; the company states “No grants of stock options” and “has not granted any options to its officers.”
Employment Terms
| Provision | Summary |
|---|---|
| Employment agreement | None (no employment contracts) |
| Clawback | Mandatory recovery policy for erroneously awarded incentive compensation upon restatement (3‑year lookback) |
| Severance/CIC plan | Double‑trigger: if terminated without cause or for good reason within 1 year post‑CIC → lump sum = accrued pay + prorated annual bonus + 3.0x (Annual Bonus + Annual Base Salary); COBRA and welfare benefits for 12 months; accelerated vesting of equity; outplacement up to $15,000 |
| CIC definition | Includes >50% voting power change, board majority change, merger/sale of substantially all assets, or liquidation |
| Estimated payouts (12/31/2024) | If terminated within 1 year of CIC: Cash severance $31,212,959; equity acceleration $3,840,838. If CIC with no termination: acceleration of equity $3,840,838 and 2024 cash award $1,315,556 |
| Tax gross‑ups | None |
Board Service and Governance
- Board service: Director since 2015; member of the Executive Committee .
- Independence: Not independent (he is CEO); 7 of 9 directors are independent; only Executive Chairman (Glade M. Knight) and CEO (Justin G. Knight) are not .
- Leadership structure: Chairman and CEO roles are separated; Lead Independent Director is Jon A. Fosheim with defined responsibilities .
- Attendance: Board held 3 meetings in 2024; all directors attended ≥75% of Board/committee meetings; independent directors held 4 executive sessions .
- Dual‑role/family implications: Executive Chairman is Justin’s father (Glade M. Knight); brother (Nelson G. Knight) is President, Real Estate & Investments—Board emphasizes independent majority, Lead Independent Director, and separate Chair/CEO to mitigate independence concerns .
- Director pay: Employee directors (incl. CEO) receive no additional director compensation .
Performance & Track Record
| Value of $100 Investment | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| APLE TSR | 81.11 | 101.73 | 104.13 | 116.88 | 115.39 |
| Peer Group TSR | 76.52 | 89.23 | 74.05 | 93.49 | 91.43 |
Selected 2024 operating highlights:
- RevPAR $118.54, +2.5% YoY; ADR $158.01; Occupancy 75.0% (actual portfolio) .
- Adjusted EBITDAre $467.216M; Comparable Hotels Adj. Hotel EBITDA margin 36.0% .
- Capital allocation: acquired 2 hotels, sold 6 hotels, repurchased $34.7M of common shares; extended term loan; increased unencumbered assets to 207 hotels .
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group (2024): DRH, HST, PK, PEB, RLJ, RHP, INN, SHO, XHR; target achievement for relative TSR requires 55th percentile .
- Say‑on‑pay (2024): ~97% approval .
Related‑Party and Risk Indicators
- Related-party oversight: Independent directors review and approve related‑party relationships annually; company provides cost‑sharing services to Apple Realty Group (owned by Executive Chairman) with ~$1.5M reimbursed in 2024 .
- Risk flags mitigated: Clawback policy; no option repricing; no tax gross‑ups; robust ownership guidelines .
- Potential flags: Limited pledging allowed (≤50% individually held shares) under insider policy .
Investment Implications
- Alignment strong: High variable pay (≈78%), heavy equity mix (≈75% of target incentives in shares), rigorous relative TSR (target at 55th percentile) and operational metrics drive pay-for-performance linkage .
- Supply events: Scheduled vesting of one‑third of 2024 equity awards on Dec 12, 2025, plus ongoing annual vesting cycles, can create episodic insider selling pressure; 2024 saw 132,711 shares vest for CEO on Dec 13, 2024 .
- Retention/CIC economics: Double‑trigger severance at 3.0x salary+bonus with full equity acceleration upon qualifying termination under CIC provides strong retention but represents meaningful change‑in‑control cost ($31.2M estimated cash; $3.84M equity acceleration as of 12/31/2024) .
- Governance context: Separation of Chair/CEO and a strong independent majority offset familial ties; Lead Independent Director structure and independent committees help mitigate dual‑role concerns .
- Execution track: 2024 operational KPIs (Adj. EBITDAre, margins) met or exceeded targets; 3‑year TSR materially outperformed peers, supporting incentive outcomes .
Overall: Compensation structure is performance‑heavy with clear operational and TSR metrics, robust clawback and ownership rules, and no options/tax gross‑ups. Monitor year‑end vesting windows and any Form 4 activity for near‑term supply signals; governance remains acceptable given board structure despite family relationships .