Eric Kentoff
About Eric Kentoff
Senior Vice President, General Counsel and Corporate Secretary at Chatham Lodging Trust; joined in January 2011 after serving as Counsel at Innkeepers USA Trust (2005–2010). He advises senior management and the Board, oversees all legal affairs, and is a member of the Florida Bar; education includes a B.A. from Northwestern University and J.D. from Emory University School of Law . He serves as Corporate Secretary of the Trust’s proxy materials and is designated as a named proxy at annual meetings; he is also a non‑trustee member of the Board’s ESG Committee, which oversees sustainability strategy and disclosures . Company performance context during his tenure (select recent years): 2024 TSR value of a $100 investment $51.82 vs peer group $92.90; Net Income $4.04m; AFFO/share $1.09 (used in incentive design) .
Company performance context (pay-versus-performance table excerpts):
| Year | CLDT TSR ($ per $100) | Peer Group TSR ($ per $100) | Net Income ($m) | AFFO per Share ($) |
|---|---|---|---|---|
| 2022 | 68.25 | 76.50 | 9.87 | 1.19 |
| 2023 | 61.32 | 94.80 | 2.49 | 1.19 |
| 2024 | 51.82 | 92.90 | 4.04 | 1.09 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innkeepers USA Trust | Counsel | 2005–2010 | Legal counsel to a lodging REIT through transaction/restructuring period . |
| Chatham Lodging Trust | Vice President & General Counsel (signatory on acquisition/financing agreements) | 2011 | Executed key transaction and financing documents for Chatham and affiliates in Innkeepers transaction context . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Florida Bar | Member | N/A | Professional membership disclosed by company . |
Fixed Compensation
- Not disclosed. Eric Kentoff is not a Named Executive Officer (NEO) in the proxy, and individual base salary/bonus figures are not provided for him .
Performance Compensation
Company program design for executive officers (structure applies firm‑wide; specific targets/payouts disclosed only for NEOs):
- Annual Cash Bonus (2024 design for executive officers): 60% formulaic on financial/operational metrics and 40% on discretion/individual performance .
2024 Annual cash bonus scorecard and outcomes (company level)
| Performance Criteria | Weighting | Threshold | Target | Maximum | Actual/Calculated |
|---|---|---|---|---|---|
| Room Revenue | 20% | $285.70 | $289.60 | $293.50 | $288.60 |
| Gross Operating Profit | 20% | $127.70 | $131.70 | $135.70 | $133.60 |
| Adjusted FFO per Share | 20% | $0.93 | $1.01 | $1.08 | $1.09 |
| Discretionary (Company) | 20% | 1 | 3 | 5 | 2.5 |
| Individual Performance | 20% | 1 | 3 | 5 | Varies per individual |
- Long-Term Incentives (LTIP Units): Balanced mix of 40% time-based LTIP units (3-year ratable vesting) and 60% performance-based Class A LTIP units tied to 3-year relative TSR versus Nareit Lodging/Resort constituents; negative absolute TSR modifier reduces above-target vesting by 25 percentage points .
Performance-based LTIP TSR hurdles (2024 awards; granted 2025)
| Hurdle | Relative TSR Percentile | Payout |
|---|---|---|
| Threshold | 25th | 50% |
| Target | 55th | 100% |
| Maximum | 80th | 200% |
- Governance features: no options; majority of equity performance-based; no dividends on unearned PSUs; negative TSR modifier; double-trigger vesting on CoC for awards granted March 1, 2023 and later .
Note: The proxy discloses targets and payouts for NEOs only; individual bonus/LTI grant details for the General Counsel are not disclosed .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Beneficial ownership | Proxy tabulates trustees/NEOs; Kentoff not listed individually. Statement applies globally: “No shares beneficially owned by any trustee or executive officer have been pledged as security.” . |
| Hedging/pledging | Company policy prohibits hedging or pledging of company stock by executives and trustees . |
| Clawback | SEC/NYSE-compliant clawback policy for current/former executive officers upon financial restatements, regardless of misconduct . |
| Ownership guidelines | Required multiples disclosed for CEO (6x), COO (3x), CFO (2x); trustee guideline 4x retainer. Guidelines for the General Counsel are not specified in the proxy . |
| ESG oversight | Kentoff serves as a non‑trustee member of the Board’s ESG Committee . |
Employment Terms
- Individual employment agreement terms for the General Counsel are not disclosed. Company-wide executive arrangements include double‑trigger equity acceleration upon change‑in‑control and termination (for awards issued March 1, 2023 and later), no excise tax gross‑ups (payments reduced if required to avoid 280G excise tax), and a compliant clawback policy .
Additional Governance and Role Signals
- Corporate Secretary for annual meeting materials; named proxy with COO to vote shareholder proxies .
- Executes major legal/financing documents (e.g., credit agreements, pledge agreements, and articles filing attestation) in his capacity as SVP, Secretary & General Counsel .
Investment Implications
- Alignment: Anti‑hedging/anti‑pledging, clawback, and double‑trigger equity terms lower governance risk and enhance incentive alignment; Kentoff’s long tenure (since 2011) and continuing Corporate Secretary/ESG roles suggest institutional knowledge and continuity benefits .
- Retention risk: Lack of disclosed individual severance/bonus targets for the General Counsel obscures clarity on pay-for-performance at the role level, though company-wide incentive frameworks and multi‑year LTIPs provide retention hooks common to executives .
- Trading/ownership pressure: The proxy indicates no pledging by any trustee or executive officer, and hedging is prohibited—reducing red‑flag selling pressure risks from collateral calls; Section 16 filings are available via SEC and the company’s site for monitoring .
- Pay-performance backdrop: Recent TSR underperformance versus peers (2023–2024) tightens the performance bar for equity vesting (relative TSR metric with negative TSR modifier) and informs expected bonus outcomes under the formulaic scorecard, reinforcing shareholder alignment .
Citations: External sources: Chatham management bio ; SEC transaction/filing signatures .