Jeremy Wegner
About Jeremy Wegner
Jeremy Wegner, 49, is Senior Vice President and Chief Financial Officer of Chatham Lodging Trust (CLDT). He joined CLDT on June 1, 2015 after a 17-year investment banking and corporate development career, including roles at Starwood Hotels & Resorts, Barclays Capital, Lehman Brothers, and Credit Suisse; he holds a B.A. in Economics from Brown University (1998) . Company performance context under the current program includes 2024 RevPAR growth of ~3% vs industry 1.8%, GOP margins ~43%, AFFO/share of $1.09 (above $1.01 target), and leverage reduced to 23%; three-year TSR values per the pay-versus-performance framework were $59.73 (2020), $75.88 (2021), $68.25 (2022), $61.32 (2023), $51.82 (2024) on a $100 initial value basis .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chatham Lodging Trust | SVP & Chief Financial Officer | 2015–present | Leads capital markets, M&A, financing, and financial reporting; prior track record in >$50B of M&A and equity/debt financings . |
| Starwood Hotels & Resorts | Vice President, M&A | Jul 2012–May 2015 | Identified and executed M&A/divestitures for a leading global hotel company . |
| Barclays Capital (REIB) | Senior Vice President | Sep 2008–Jun 2012 | Senior coverage in lodging real estate investment banking . |
| Lehman Brothers (REIB) | Senior Vice President | Oct 2001–Sep 2008 | Lodging sector coverage for >6 years during significant industry cycles . |
| Credit Suisse | Analyst (Investment Banking) | 1998–2001 (transition to Lehman Oct 2001) | Early-career investment banking foundation; began in 1998 . |
External Roles
No external public company directorships or committee roles for Mr. Wegner are disclosed in the latest proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base salary ($) | 325,000 | 325,000 | 325,000 | No salary increases since 2022 . |
| Annual bonus opportunity – Threshold (% of salary) | 50% | 50% | 50% | Applies to CFO . |
| Annual bonus opportunity – Target (% of salary) | 100% | 100% | 100% | Applies to CFO . |
| Annual bonus opportunity – Maximum (% of salary) | 150% | 150% | 150% | Applies to CFO . |
| Actual annual bonus ($) | 462,000 | 317,052 | 380,000 | CFO bonuses as reported . |
Performance Compensation
2024 Annual Cash Bonus Scorecard (Company framework)
| Metric | Weight | Threshold | Target | Maximum | Calculated |
|---|---|---|---|---|---|
| Room Revenue ($M) | 20% | 285.70 | 289.60 | 293.50 | 288.60 |
| Gross Operating Profit ($M) | 20% | 127.70 | 131.70 | 135.70 | 133.60 |
| Adjusted FFO per share ($) | 20% | 0.93 | 1.01 | 1.08 | 1.09 |
| Discretionary (score 1–5) | 20% | 1 | 3 | 5 | 2.5 (below target due to stock price performance) . |
| Individual performance (score 1–5) | 20% | 1 | 3 | 5 | 4.1–4.38 range across NEOs . |
Outcome for Wegner: 117% of target; paid $380,000 on $325,000 salary .
Long-Term Incentives (LTIP Units)
Structure: 40% time-based LTIP units (3-year ratable vesting); 60% performance-based Class A Performance LTIP units (3-year relative TSR vs Lodging/Resort/NAREIT peers at 25th/55th/80th percentiles for 50%/100%/200% payout; negative absolute TSR modifier reduces by 25 points if absolute TSR is negative) .
| Grant Year (award timing) | Time-based LTIPs (units) | Performance LTIPs – Target (units) | Vesting schedule | Performance metric and notes |
|---|---|---|---|---|
| 2024 (granted Mar 1, 2025) | 39,606 | 59,406 | Time-based vest ratably on Feb 28, 2025–2027; perf vests on Feb 28, 2028 | Relative TSR vs NAREIT constituents; price base $8.08; negative TSR modifier applies . |
| 2023 (granted Mar 1, 2024) | 31,374 | 47,059 | Time-based vest ratably on Mar 1, 2025–2027; perf vests on Feb 28, 2027 | Relative TSR; price base $10.20 . |
| 2022 (granted Mar 1, 2023) | 26,208 | 39,312 | Time-based vest ratably on Mar 1, 2023–2025; perf vests on Feb 28, 2026 | Relative TSR; price base $12.21 . |
Historical performance award outcomes (context): The 2021 cycle paid at 63.9% of target; 2020 at 85.7%; 2019 at 120% (varies by relative TSR cohort) .
Distribution policy on unvested performance LTIPs: 10% current distribution with 90% catch-up on vesting for earned awards; time-based LTIPs receive distributions equivalent to common dividends while unvested .
Equity Ownership & Alignment
Beneficial Ownership and Pledging
| Holder | Beneficially owned shares/units | % of class | Notes |
|---|---|---|---|
| Jeremy Wegner (CFO) | 311,799 | <1% | Includes 302,850 LTIP units; no pledging by any trustee or executive officer . |
Stock ownership guidelines: CFO required to hold equity equal to 2x base salary; all executive ownership requirements were met as of filing .
Unvested/Unearned Awards (as of Dec 31, 2024)
| Type | Units | Valuation basis |
|---|---|---|
| Time-based LTIPs unvested | 7,758 (2022 grant), 17,472 (2023 grant), 31,374 (2024 grant) | Market value calculated at $8.95 per unit in the table . |
| Performance-based LTIPs unearned (maximum) | 34,909 (2022 grant), 39,312 (2023 grant), 47,059 (2024 grant) | Maximum potential units per grant; vesting subject to relative TSR outcomes . |
Hedging/pledging: Company policy prohibits hedging and pledging of company stock .
Employment Terms
- Agreement: Initial 3-year term (2015) with automatic 1-year renewals unless notice is given 30+ days before term end .
- Severance (no gross-up; best-net cutback): If terminated without cause or for good reason, CFO receives 1x base salary + 1x highest bonus from prior 3 years + pro-rata current-year bonus + 1x benefits; increases to 2x in change-in-control window (within 90 days before or on/after a CIC) or upon good reason after a CIC; all subject to double-trigger equity vesting (CIC plus qualifying termination) for grants from Mar 1, 2023 onward .
- Potential payments (as of Dec 31, 2024):
- Involuntary without cause: $1,574,000 cash severance; $21,144 benefits; $1,592,062 equity acceleration = $3,187,206 total .
- CIC + qualifying termination: $1,574,000 cash; $42,288 benefits; $1,592,062 equity acceleration = $3,208,350 total; double-trigger applies .
- Clawback: SEC-compliant clawback policy covering incentive compensation regardless of fault in the event of a restatement .
Compensation Structure Highlights (pay-for-performance levers)
- Cash vs equity mix: Majority of NEO target pay delivered in equity; 60% of equity is performance-based (relative TSR) with negative absolute TSR modifier; no stock options granted .
- Annual bonus metrics (2024): Room Revenue, Gross Operating Profit, and AFFO/share each 20% weighting; discretionary and individual components 20% each; Wegner paid at 117% of target .
- Peer benchmarking and governance: Independent consultant (Ferguson Partners), size-adjusted peer group; double-trigger CIC vesting; anti-pledging; ownership requirements (CFO 2x salary); no tax gross-ups .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval in 2024: ~98% of votes cast supported executive compensation .
- Shareholder outreach included focus on debt refinancing, asset recycling, tech-market exposure, and ESG; the company reported deleveraging and capital recycling progress alongside improved tech-market RevPAR trends .
Investment Implications
- Alignment: Wegner’s pay design leans heavily on multi-year relative TSR with a negative absolute TSR safeguard, plus ownership guidelines met—supporting alignment with shareholders and moderating windfalls in down markets .
- Retention and selling pressure: Significant outstanding time-based and performance-based LTIPs vest ratably through 2027–2028; distributions on time-based LTIPs and 10% accrual on performance LTIPs before vesting provide holding incentives while limiting immediate selling pressure; no pledging allowed .
- Contract economics and risk: CFO severance is market-standard (1x/2x with CIC uplift) with double-trigger equity vesting and no excise tax gross-ups, reducing entrenchment risk while providing reasonable retention protections .
- Execution track record: 2024 outperformance on AFFO/share vs target, strong GOP margin control, and deleveraging amid mixed TSR suggest disciplined financial execution; bonus paid at 117% reflects the formulaic scorecard outcomes and individual goal attainment .