Christopher R. Eng
Executive Vice President, General Counsel, Chief Risk Officer and Secretary at Summit Hotel Properties
Executive
About Christopher R. Eng
Christopher R. Eng, age 54, is Executive Vice President, General Counsel, Chief Risk Officer and Secretary at Summit Hotel Properties (INN). He has served as an officer since the company’s IPO in 2011 and previously was Vice President, General Counsel and Secretary at The Summit Group from 2004–2011; he holds B.A. degrees in History and English from Augustana College and a J.D. from the University of Denver College of Law . Company performance metrics relevant to executive pay include Same Store Hotel EBITDA of $252.5 million in 2024, net income of $38.9 million, and cumulative TSR value of $61.73 for a $100 initial investment in 2024, with historical series provided in Pay-Versus-Performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit Hotel Properties, Inc. | Executive Vice President, General Counsel, Chief Risk Officer & Secretary | Officer since 2011 | Senior legal, risk, and governance leadership through public-company lifecycle |
| The Summit Group (predecessor) | Vice President, General Counsel & Secretary | 2004–2011 | Built pre-IPO legal infrastructure; supported transition to public REIT |
External Roles
- None disclosed in the latest proxy .
Fixed Compensation
Multi-year compensation (SCT values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 375,000 | 400,000 | 400,000 |
| Stock Awards ($) | 518,825 | 591,700 | 545,700 |
| Non-Equity Incentive Plan Compensation ($) | 450,000 | 393,795 | 410,711 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total ($) | 1,356,025 | 1,398,695 | 1,370,211 |
Additional fixed program details:
- 2024 target annual cash incentive opportunity set at 100% of base salary ($400,000) for Eng .
- 2024 total annual cash incentive earned was approximately 103% of target ($410,711) .
Performance Compensation
2024 annual incentive structure and outcomes:
| Metric | Weighting | Target Level | Actual Outcome | Payout ($) | Payout vs Target |
|---|---|---|---|---|---|
| Same Store Hotel EBITDA | 50% | Target (Plan) | Met at 96% of target | 191,111 | 96% |
| Balance Sheet Objective | 10% | Target (Plan) | Met at 100% of target | 40,000 | 100% |
| Transaction Objective | 10% | Target (Plan) | Exceeded at 149% of target | 59,600 | 149% |
| Capital Expenditures Objective | 10% | Target (Plan) | Met at 100% of target | 40,000 | 100% |
| Strategic Plan Objectives | 20% | Target (Board discretion) | Paid at 100% of target | 80,000 | 100% |
| Total Annual Cash Incentive | — | Target $400,000 | — | 410,711 | ~103% |
Long-term incentives (2024 grants):
- Performance-based restricted stock (PSUs): Target 46,296 shares; maximum 92,592; grant date fair value $343,200; earned from 0–200% based on 3-year relative TSR vs Dow Jones U.S. Hotel Index (threshold 30th percentile=25%, target 55th=100%, max ≥80th=200%; absolute TSR floor ≥8.5%/year earns at least 25%) .
- Time-based restricted stock (RSUs): 30,864 shares; grant date fair value $202,500; vesting on a 25%/25%/50% schedule on the one-, two-, and three-year anniversaries of March 9, 2024 (i.e., March 8 of each year) .
Vesting schedules (as of 12/31/2024):
- Time-based shares scheduled: 23,387 on Mar 8, 2025; 20,669 on Mar 8, 2026; 15,432 on Mar 8, 2027 .
- Performance-based shares potential vest dates: Mar 8, 2025 (2022 grant, earned at 50.4% of target), Mar 8, 2026 (between threshold and target), Mar 8, 2027 (at maximum level as of 12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 358,970 shares; less than 1% of outstanding shares |
| Stock ownership guideline | 1x base salary for Eng; executives currently at or above required levels |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except pre-approved non-margin loans; no director or executive officer has pledged securities |
| Unvested equity (as of 12/31/2024) | Total 218,519 shares (time-based 59,488; performance-based 159,031) valued at $1,496,855 at $6.85/share — accelerates upon certain terminations per agreements |
| Outstanding 2024 grants detail | Time-based RSUs 30,864 (market value $211,418) and PSUs 92,592 at maximum potential (market/payout value $634,255) |
Employment Terms
| Provision | Summary |
|---|---|
| Severance (no change-in-control) | Cash severance $1,593,795; medical/welfare benefits estimated $19,834; equity awards accelerate valued at $1,496,855; total $3,110,484 (assumes termination 12/31/2024; equity valued at $6.85) |
| Severance (with change-in-control) | Cash severance $1,993,795; medical/welfare $19,834; equity acceleration $1,496,855; total $3,510,484 (assumes termination 12/31/2024) |
| Severance formula | 1.5x base salary + 1.5x target bonus without CIC; 2x base salary + 2x target bonus with CIC, plus pro-rata bonus for partial year and Accrued Obligations; COBRA premiums for 12 months |
| Equity treatment on death/disability | Unvested stock awards immediately vest; value reflects unvested restricted shares (Eng: 218,519) at $6.85 |
| Change-in-control equity handling | If awards not assumed, may become fully exercisable/vested or be cashed out; otherwise earned based on TSR to control change date and vest on 3rd anniversary, with acceleration under certain termination conditions |
| Double trigger & non-compete | Employment agreements require double trigger for CIC payouts and include non-compete; no excise tax gross-ups |
| Clawback policy | NYSE Rule 10D-1 compliant clawback adopted Oct 2, 2023; recovers erroneously paid incentive compensation for three years preceding a restatement, regardless of misconduct; may also recover equity/cash from executives engaged in misconduct related to a restatement |
| 280G cutback (Plan) | Parachute payments reduced to maximize net after-tax amount (cutback) if applicable under Code §§280G/4999 |
Performance & Track Record (Company-level context used for incentive alignment)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR – $100 initial value | 74.15 | 80.32 | 59.98 | 57.75 | 61.73 |
| Peer Group TSR – $100 (Dow Jones U.S. Hotel Index) | 73.69 | 84.40 | 71.42 | 81.91 | 79.75 |
| Net Income (Loss) ($000s) | (149,245) | (68,584) | 1,217 | (28,116) | 38,891 |
| Same Store Hotel EBITDA ($000s) | 27,792 | 106,027 | 179,563 | 246,743 | 252,456 |
Compensation Committee Analysis
- Peer group and consultant: The Committee used a 16-company REIT peer group (8 lodging REITs plus 8 size-comparable non-lodging REITs) and engaged FW Cook to inform 2024 pay decisions; target TDC for Eng set at salary $400,000, annual cash incentive $400,000, and LTI $500,000 (60% PSUs, 40% RSUs) .
- Best-practice policies: Stock ownership guidelines, anti-hedging/pledging, clawback, double-trigger CIC, no excise tax gross-up payments .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation: For 80,999,213; Against 2,356,819; Abstain 54,768; Broker non-votes 6,569,140 .
- 2024 Equity Plan approval: For 78,882,040; Against 4,470,900; Abstain 57,860; Broker non-votes 6,569,140 .
Expertise & Qualifications
- Education: B.A. in History and English (Augustana College); J.D. (University of Denver College of Law) .
- Tenure: Officer since IPO in 2011; extensive in-house legal and risk leadership through cycles .
Equity Ownership & Vesting Schedule Details
| Category | Shares | Valuation Basis |
|---|---|---|
| Time-based unvested (as of 12/31/2024) | 9,194 (2022 grant); 19,430 (2023); 30,864 (2024) | $62,979; $133,096; $211,418 at $6.85 close |
| Performance-based unearned (as of 12/31/2024) | 27,579 (2022 grant); 38,860 (2023); 92,592 (2024) | $188,916; $266,191; $634,255 market/payout values at $6.85 |
| Total unvested/unearned | 218,519 shares; $1,496,855 | Accelerates per agreement upon certain terminations |
Investment Implications
- Alignment: Eng’s pay mix emphasizes equity (2024 LTI $500,000 split 60% PSUs/40% RSUs) with performance-based awards tied to 3-year relative TSR, including an absolute TSR floor, reinforcing shareholder alignment; annual incentives weighted 50% to Same Store Hotel EBITDA further link cash pay to operating performance .
- Retention and supply: Material unvested equity (218,519 shares) with scheduled RSU vesting each March and PSU performance periods through March 2027 suggests ongoing retention levers; watch Form 4s around vest dates for potential selling pressure once windows open, though pledging/hedging are prohibited and no pledges are outstanding .
- Change-in-control economics: Double-trigger severance and equity acceleration, plus pro-rata bonus and COBRA, with cash severance of ~$2.0 million under CIC (as modeled), are meaningful but balanced by 280G cutback mechanics under the plan and no excise tax gross-ups, tempering parachute risk .
- Governance safeguards: Robust clawback compliant with Rule 10D-1, stock ownership requirements (Eng at/above 1x salary), and anti-hedging/pledging policies mitigate adverse incentive risk; 2024 say-on-pay support indicates investor acceptance of compensation design .