Dennis Craven
About Dennis Craven
Dennis M. Craven, age 53, is Executive Vice President and Chief Operating Officer of Chatham Lodging Trust. He joined CLDT as CFO on September 9, 2010 and was promoted to COO effective June 1, 2015. He holds a Bachelor of Accountancy (1993) from the University of Mississippi and is a licensed CPA (MS). 2024 operating results tied to his remit included RevPAR growth of 2.8% vs. industry 1.8%, GOP margins of 42.7% vs. 42.0% target, Adjusted FFO/share of $1.09 vs. $1.01 target, and leverage reduction from 25% to 23% . Say‑on‑pay received approximately 98% support in 2024, with compensation practices anchored in TSR‑based long‑term incentives and a clawback policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chatham Lodging Trust | EVP & COO | 2015–present (effective June 1, 2015) | Oversees operations, incentive design keyed to AFFO/share, GOP, Room Revenue; equity incentives tied to 3‑yr relative TSR . |
| Chatham Lodging Trust | EVP & CFO | 2010–2015 (joined Sept 9, 2010) | Built finance function post‑IPO; advanced to operating leadership . |
| Innkeepers | EVP & CFO | 2006–2010 | Public lodging REIT finance leadership pre‑CLDT . |
| Addison Capital Advisors | Partner | — | Venture investing experience (Memphis) . |
| Independent Bank (Memphis) | SVP & Chief Accounting Officer | — | Bank finance leadership (Memphis) . |
| RFS Hotel Investors, Inc. | VP & Controller; later VP & Chief Accounting Officer | — | Public hotel REIT; company sold in 2003 . |
| PricewaterhouseCoopers LLP | Senior Manager (Memphis and London) | — | Assurance and advisory foundation . |
External Roles
No external public company directorships were disclosed for Mr. Craven in the latest proxy; he serves internally as a non‑trustee member of CLDT’s ESG Committee .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $425,000 | $425,000 |
| Target Bonus (% of Salary) | — | 125% | 125% |
| Threshold / Max Bonus (% of Salary) | — | 75% / 175% | 75% / 175% |
| Actual Annual Cash Bonus ($) | $708,000 | $521,387 | $600,000 |
| All Other Compensation ($) | $69,275 | $166,869 | $204,941 |
| Total Reported Compensation ($) | $2,722,559 | $2,649,405 | $2,655,373 |
Performance Compensation
Annual Cash Incentive (2024 design and outcomes)
- Payout opportunity (COO): Threshold 75%, Target 125%, Maximum 175% of salary; 2024 actual payout equaled 112% of target ($597,543; proxy rounds to $600,000) .
- 60% of bonus tied to objective financial/operational metrics; 40% based on Company discretionary scorecard and individual performance .
| Metric (2024) | Weight | Threshold | Target | Maximum | Actual/Calculated |
|---|---|---|---|---|---|
| Room Revenue ($mm) | 20% | 285.70 | 289.60 | 293.50 | 288.60 |
| Gross Operating Profit ($mm) | 20% | 127.70 | 131.70 | 135.70 | 133.60 |
| Adjusted FFO per Share ($) | 20% | 0.93 | 1.01 | 1.08 | 1.09 |
| Discretionary Score (1–5) | 20% | 1 | 3 | 5 | 2.5 |
| Individual Performance (1–5) | 20% | 1 | 3 | 5 | 4.1–4.38 range (NEOs) |
Long-Term Equity (LTIP units; 40% time‑based / 60% performance‑based; TSR metric)
- Relative TSR hurdles (Percentile): Threshold 25th = 50%, Target 55th = 100%, Maximum 80th = 200%; 2024 awards include a −25 percentage point modifier if absolute TSR is negative; performance periods are three years from March 1 following year‑end .
- Equity grants sized at constant grant date values since 2022; Craven’s target grant date value $1.3 million for 2022–2024 .
| Grant Year (Granted) | Time-Based LTIP Units (#) | Grant Date Value (Time) ($) | Target Performance LTIP Units (#) | Grant Date Value (Perf) ($) | TSR Performance Period | Payout Curve / Modifier |
|---|---|---|---|---|---|---|
| 2024 (Mar 2025) | 64,359 | $520,000 | 96,535 | $780,000 | 3/1/2025–2/28/2028 | 25th=50%, 55th=100%, 80th=200%; −25 pts if absolute TSR < 0 |
| 2023 (Mar 2024) | 50,982 | $520,000 | 76,471 | $780,000 | 3/1/2024–2/28/2027 | 25th=50%, 55th=100%, 80th=200% |
| 2022 (Mar 2023) | 42,588 | $520,000 | 63,882 | $780,000 | 3/1/2023–2/28/2026 | 25th=50%, 55th=100%, 80th=200% |
Vesting schedules and valuation notes:
- Time‑based LTIPs vest ratably over three years on: 2022 grant (Mar 1, 2023/2024/2025); 2023 grant (Feb 28, 2024/2025/2026); 2024 grant (Feb 28, 2025/2026/2027) .
- 2024 grant date values per unit: time‑based $9.33; performance‑based $12.42 (ASC 718, Monte Carlo) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 708,117 common shares (incl. LTIP units) as of March 10, 2025; 1.4% of shares outstanding (48,982,501) . |
| Composition | Includes 597,174 LTIP units (redeemable one‑for‑one for common shares) . |
| Pledging/Hedging | Company maintains anti‑hedging and anti‑pledging policies; no shares beneficially owned by any trustee or executive officer have been pledged . |
| Ownership Guidelines | Executives must hold equity equal to salary multiples: COO = 3x base salary; all executives met requirements at filing . |
| Vested/Unvested Activity | 2024 vesting: 77,240 units vested; value realized $802,524 . |
| Unvested Holdings (12/31/24) | Time‑based unvested: 12,606 (2022), 28,392 (2023), 50,982 (2024). Maximum unearned performance LTIP units: 56,727 (2022), 63,882 (2023), 76,471 (2024). Market value assumes $8.95/share . |
| Grant Date | Unvested Time-Based (#) | Market Value ($) | Max Unearned Perf. (#) | Payout/Market Value ($) |
|---|---|---|---|---|
| Mar 1, 2022 | 12,606 | $112,824 | 56,727 | $507,707 |
| Mar 1, 2023 | 28,392 | $254,108 | 63,882 | $571,744 |
| Mar 1, 2024 | 50,982 | $456,289 | 76,471 | $684,415 |
Employment Terms
| Term | Key Points |
|---|---|
| Agreement | Employment agreement entered Sept 2010; amended Jan 2015; initial 3‑year term; auto‑renews for 1‑year terms unless notice 30+ days before term end . |
| Base Salary | $425,000 for 2022–2024; unchanged for 2023–2024 . |
| Annual Bonus | Eligible for annual cash bonus based on Company and individual goals per Compensation Committee . |
| Benefits | Standard executive benefits and participation in company plans (401(k) matching, health, etc.) . |
| Clawback | NYSE/Rule 10D‑1 compliant clawback policy for current/former executive officers . |
| Options | Company does not grant stock options; no option‑like awards . |
| CIC/Severance Design | Double‑trigger for equity awards (grants Mar 1, 2023 and later require both CIC and qualifying termination); no excise tax gross‑ups; best‑net cutback applies . |
Estimated payments upon termination (assumes 12/31/2024 event; market price $8.95; performance awards at target):
| Scenario (Dennis M. Craven) | Cash Severance | Benefits (PV) | Equity Acceleration/Continuation | Excise Gross‑Up | Total |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause | $3,399,000 | $21,144 | $2,587,087 | — | $6,007,231 |
| Involuntary or Good Reason Termination in Connection with CIC | $3,399,000 | $63,432 | $2,587,087 | — | $6,049,519 |
| Death or Disability | — | — | $2,587,087 | — | $2,587,087 |
Notes: For LTIP awards granted Mar 1, 2023 and later, equity acceleration is double‑trigger (CIC + termination). Agreements provide no 280G/4999 gross‑up; pay is reduced to avoid excise tax unless best‑net (after‑tax) is higher .
Compensation Structure Analysis
- Mix and rigor: Majority of pay delivered in equity; 60% of equity is performance‑based tied to 3‑yr relative TSR with capped/modified payouts if absolute TSR is negative; double‑trigger vesting for post‑2022 grants; clawback in place .
- Cash incentive calibration: 60% formulaic financial metrics (Room Revenue, GOP, AFFO/share) and 40% discretionary/individual; 2024 discretionary score set below target (2.5/5) acknowledging stock performance; Craven’s 2024 cash bonus paid at 112% of target, versus below‑target payouts in 2023 (cash bonuses decreased 26%–31% YoY for NEOs) .
- Peer benchmarking: Compensation peer group is rebalanced and size‑adjusted (discounted) given CLDT’s smaller size vs peers; no increases to base salaries or target equity values since 2022 .
- Governance safeguards: Anti‑hedging/anti‑pledging, no options, no gross‑ups, stock ownership guidelines (COO 3x salary) with compliance met, high Say‑on‑Pay support (~98% in 2024; ~96% in 2023) .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; none pledged by executives .
- Change‑in‑control: Double‑trigger equity vesting mitigates windfall risk; no excise gross‑up .
- Option repricing: No stock options granted historically; no repricing risk .
- Say‑on‑pay: Strong support (~98% 2024; ~96% 2023) reduces compensation‑related governance risk .
- Performance achievement: Most recent performance‑based award earned 36.1% below target, indicating rigor in TSR goals and alignment with shareholder outcomes .
Say‑on‑Pay & Shareholder Feedback
| Meeting Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~98% of votes cast in favor |
| 2023 | ~96% of votes cast in favor |
Compensation Committee
- Members/Report: Compensation Committee report signed by Robert Perlmutter (Chairman) and Mary Beth Higgins .
Investment Implications
- Alignment: High equity weighting, rigorous relative TSR metrics with negative TSR modifier, ownership guidelines (COO 3x salary) and no pledging all support strong alignment with shareholders .
- Retention risk: Meaningful unvested time‑based and performance‑based LTIP units with three‑year vesting/performance periods, plus ~$6.0m estimated CIC/termination package, reduce near‑term attrition risk .
- Trading signals: Scheduled vesting dates (Mar 1 and Feb 28 cycles) and performance award settlements can introduce episodic supply; 2024 saw 77,240 units vest for Craven (value ~$0.8m) .
- Pay for performance: 2024 bonus outcome above target was driven by AFFO/share and GOP outperformance, partially tempered by below‑target discretionary scoring acknowledging stock performance; performance LTIPs have paid below target historically, reflecting sensitivity to TSR .
- Governance quality: Double‑trigger equity, no options, no gross‑ups, and strong Say‑on‑Pay reduce governance overhang and potential compensation controversy risk .