Jeffrey Fisher
About Jeffrey Fisher
Jeffrey H. Fisher (age 69) is Chairman, President, and Chief Executive Officer of Chatham Lodging Trust, roles he has held since the company’s formation in October 2009. He is also the 100% shareholder of Island Hospitality Management, LLC (IHM), Chatham’s hotel manager; Fisher previously founded and led Innkeepers USA Trust, scaling it from 7 to 74 hotels before selling to Apollo in 2007 for $1.5 billion total enterprise value. He holds a BS (Syracuse), JD (Nova Southeastern), and LL.M. in Taxation (University of Miami), and is a licensed attorney. In 2024, Chatham delivered RevPAR growth of 3% with 43% GOP margins, reduced leverage to 23%, and produced AFFO per share of $1.09; nevertheless, the pay-versus-performance table shows 2024 TSR of $51.82 vs peer group TSR of $92.90, highlighting mixed stock performance backdrop for pay-for-performance assessments .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Innkeepers USA Trust (NYSE: INN) | Chairman, CEO, President; Founder | 1994–2007 | Grew from 7 to 74 hotels; sold to Apollo at $1.5B TEV |
| Innkeepers Hospitality (private) | Chairman, majority shareholder | Overlaps INN period | Private hotel management company for INN |
| JF Hotel Management, Inc. | President & CEO | 1986–1994 | Hotel management leadership pre-INN |
| Jones & Foster P.A.; Jeffrey H. Fisher P.A. | Attorney | ~5 years pre-1986 | Legal practice prior to hospitality career |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Island Hospitality Management, LLC (IHM) | 100% shareholder; principal owner | 2007–present | Manages all CLDT wholly owned hotels; eligible independent contractor structure |
| Marriott Residence Inn Association (TRIA) | Board Member | Current | Brand association board role |
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000 |
| Share Awards – grant-date fair value ($) | 3,099,049 | 3,131,381 | 2,905,668 |
| Non-Equity Incentive Plan Compensation (Cash Bonus) ($) | 1,535,000 | 1,118,530 | 1,285,000 |
| All Other Compensation ($) | 108,818 | 355,017 | 418,294 |
| Total ($) | 5,392,867 | 5,254,928 | 5,258,962 |
Notes:
- CEO salary held flat at $650k in 2022–2024; 2020 COVID temporary cut and subsequent restoration detailed in employment terms below .
Performance Compensation
Annual Cash Bonus (2024 design and outcomes)
- Bonus opportunity as % of salary: Threshold 100%, Target 175%, Max 250% (consistent design with prior years) .
- 2024 company scorecard (60% objective; 40% company discretion + individual goals):
| Metric (weight) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| 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 (20%) | 1 | 3 | 5 | 2.5 (below target due to stock performance) |
| Individual Performance (20%) | 1 | 3 | 5 | Above target (4.1–4.38 across NEOs) |
- 2024 Fisher bonus outcome: 113% of salary, $1,285,928 (per payout schedule); SCT shows $1,285,000 reported .
Long-Term Incentives (LTIPs; Time-Based and Performance-Based)
Design features (consistent 2022–2024):
- Mix: 40% time-based LTIP units (3-year ratable vesting); 60% performance-based Class A LTIP units (3-year cliff vest based on relative TSR) .
- Performance metric: Relative TSR vs Lodging/Resort REIT peers (Dow Jones U.S. Hotel & Lodging REIT Index historically; Nareit Lodging/Resort REITs more recently); payout 50% at 25th percentile, 100% at 55th, 200% at 80th; negative absolute TSR modifier reduces payout by 25 percentage points if absolute TSR is negative .
- Dividends on performance LTIPs: 10% current distribution during performance period, 90% catch-up only on vested/earned amount at settlement; time-based LTIPs receive distributions equivalent to common dividends .
Grant details for Fisher:
| Item | 2022 (granted 2023) | 2023 (granted 2024) | 2024 (granted 2025) |
|---|---|---|---|
| Time-Based LTIP Units (#) | 86,814 | 103,923 | 131,190 |
| Time-Based Grant Value ($) | 1,060,000 | 1,060,000 | 1,060,000 |
| Performance LTIP Units – Target (#) | 130,221 | 155,883 | 196,783 |
| Performance Grant Value ($) | 1,590,000 | 1,590,000 | 1,590,000 |
| Total Grant Value ($) | 2,650,000 | 2,650,000 | 2,650,000 |
Performance outcomes and tracking:
- 2021 cycle (Mar 1, 2022–Feb 28, 2025): Earned at 63.9% of target (relative TSR) .
- 2022 and 2023 cycles: Tracking between threshold and target (subject to absolute TSR modifier) .
- Since 2012, performance-based equity earned ≈80% of target value; Fisher forfeited ≈21% of cumulative target value on concluded cycles (pay-for-performance alignment) .
Equity Ownership & Alignment
- Beneficial ownership: 2,276,510 common shares (includes 1,429,077 LTIP units); 4.6% of shares outstanding. Also includes 100 shares held by Jeffrey Fisher Marital Trust and 235,788 shares in a grantor retained annuity trust (disclaimed beneficial ownership) .
- Pledging/hedging: Company policy prohibits hedging and pledging; no shares of any trustee or executive officer are pledged .
- Ownership guidelines: CEO must hold 6x base salary in shares/LTIPs; all executive officers and trustees were in compliance at filing .
- Outstanding unvested/uneared awards for Fisher (as of 12/31/2024):
| Grant | Time-Based LTIPs Unvested (#) | Market Value ($ at $8.95) | Performance LTIPs – Max Unearned (#) | Market/Payout Value at Max ($) |
|---|---|---|---|---|
| Mar 1, 2022 | 25,697 | 229,988 | 115,636 | 1,034,942 |
| Mar 1, 2023 | 57,876 | 517,990 | 130,221 | 1,165,478 |
| Mar 1, 2024 | 103,923 | 930,111 | 155,883 | 1,395,153 |
Implications:
- Time-based vesting is ratable over three years (e.g., 2023 grant vests in 2025–2027), which can create periodic settlement-driven supply if shares are sold upon vest. Performance cycles settle at 3 years, creating potential vest events in Feb 2026–2028 depending on achievement .
Employment Terms
| Term | Details |
|---|---|
| Agreement term | Initial 3-year term; auto-renews annually unless notice at least 30 days before end of term |
| Base salary history | $625k pre-COVID; 50% temporary reduction in Mar 2020; restored in 2021; increased to $650k in 2022; unchanged 2023–2024 |
| Annual bonus opportunity | 100% threshold; 175% target; 250% max of base salary (2024 design) |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 3x base salary + 3x highest bonus from prior 3 years + prorated current-year bonus + 3x benefits cost; outstanding equity vests (subject to terms) upon release |
| Change-in-control | Double trigger required for equity acceleration since 2021; severance multiple same 3x; no excise tax gross-up; cutback to avoid 280G excise tax unless better after-tax outcome unreduced |
| Estimated payouts (12/31/2024) | Involuntary termination without cause: $11,875,378 total; CIC+termination: $11,908,810; death/disability: $5,273,662 (primarily equity acceleration) |
| Outside activities/IHM | Agreement permits Fisher to own and serve as director of hotel management companies (IHM) to preserve “eligible independent contractor” status; must not interfere with CLDT duties and may not be officer/employee or receive director compensation from IHM entities serving CLDT |
Board Governance
- Board service: Trustee since 2009; currently Chairman of the Board; also serves as Chair of the Board’s ESG Committee (ESG Committee includes two non-trustee executives) .
- Independence: Fisher is not independent; Board has majority independent trustees (5 of 6 after 2025 meeting) .
- Lead Independent Trustee: Robert Perlmutter (through 2025 meeting); Mary Beth Higgins to become Lead Independent Trustee and Chair of Compensation Committee after the 2025 annual meeting .
- Committee structure: Audit, Compensation, Nominating & Corporate Governance (all independent); ESG Committee includes Fisher (Chair) plus independent trustees and two executives .
- Meeting attendance: All trustees attended at least 75% of Board/committee meetings in 2024 .
- Director compensation: Employee trustees (Fisher) receive no additional compensation for board service .
- Say-on-Pay: 98% approval at 2024 annual meeting .
Related Party Transactions (Governance Risk)
- IHM is 100% owned by Fisher and manages all wholly owned Chatham hotels. Key terms: base management fee up to 3% of gross revenues; accounting fee $1,200–$1,500 per hotel per month; revenue management fee $1,000 per hotel per month; incentive fee up to 10% of NOI (capped at 1% of gross revenues). 2024 payments to IHM approximated $10.7 million in management/accounting/revenue management fees plus $170,205 incentive fees .
- IT cost-sharing: Chatham bears 25% of shared IT function; also reimburses IHM for EPLI and health plan coverage for Chatham employees based on participation .
- Conflicts policy: Related-party transactions must be approved by a majority of independent trustees; disclosures on website and in SEC filings .
Compensation Structure Analysis
- Equity-heavy, at-risk mix: Majority of CEO target compensation delivered in equity; 60% in performance-based LTIPs tied to multi-year relative TSR with negative TSR modifier (downward-only) .
- Cash bonus rebalanced in 2024 to Room Revenue + GOP + AFFO/share; discretionary score lowered due to stock performance despite operational execution, evidencing some alignment .
- Shareholder-friendly features: Double-trigger CIC vesting; clawback compliant with SEC/NYSE; strict anti-hedging/anti-pledging; no stock options; no change-in-control tax gross-ups .
- Peer benchmarking: Lodging REIT peers plus similarly sized Florida REITs; size-adjusted/discounted pay benchmarking to reflect CLDT’s smaller market cap .
Performance & Track Record
- 2024 execution: RevPAR +3%; GOP margin ~43%; AFFO/share $1.09; net debt reduced by $29M (leverage to 23%); significant 2024 debt maturities refinanced/retired; asset recycling (sold/under contract six hotels; acquired Home2 Suites Phoenix Downtown at ~9% cap rate) .
- Pay vs performance (SEC table): 2024 TSR $51.82 vs peer group $92.90; “Compensation Actually Paid” to CEO $3.24M vs SCT total $5.26M, reflecting market alignment effects through equity valuation .
- LTIP outcomes: 2021 performance cycle earned at 63.9% of target; longer-run earned ≈80% of target with 20% forfeitures on settled performance awards .
Equity Ownership & Alignment Details
| Item | Value |
|---|---|
| Beneficial ownership (incl. LTIPs) | 2,276,510 shares; 4.6% of class |
| LTIP units included | 1,429,077 units |
| Pledged shares | None for any trustee/executive |
| Ownership policy | CEO 6x salary; in compliance |
Employment Terms (Key Economics)
| Scenario (12/31/2024) | Total Estimated Benefits |
|---|---|
| Involuntary termination without cause | $11,875,378 |
| CIC + termination (double trigger) | $11,908,810 |
| Death or disability | $5,273,662 |
Investment Implications
- Alignment positives: High equity-at-risk mix tied to multi-year relative TSR; negative TSR modifier; strong governance features (double-trigger, clawback, anti-pledge/hedge); 98% Say-on-Pay support; CEO holds 4.6% economic interest (incl. LTIPs) and meets 6x salary ownership guideline .
- Governance risks: Material related-party dependence on IHM (100% owned by Fisher) with seven-figure annual fees and potential conflicts on contract terms, renewals, and performance enforcement; CEO dual role as Chair mitigated by Lead Independent Trustee and all-independent key committees, but still a watch item for independence/oversight .
- Retention/overhang: Significant time-based LTIP tranches vesting annually (e.g., 2024 grant series) and performance cycles settling in 2026–2028 could create periodic supply if shares are sold post-vesting; however, no pledging and robust ownership guidelines provide alignment .
- Pay-for-performance: 2024 operating execution was solid (AFFO/share, GOP), but TSR underperformed peers; the compensation framework reduced discretionary bonus and has historically produced below-target vesting when relative TSR lags, supporting future alignment if stock performance lags .