Jeffrey W. Jones
About Jeffrey W. Jones
Independent Chairman of the Board of Summit Hotel Properties, Inc. (INN), age 63, director since 2014. Jones is Chair of the Audit Committee, a member of the Compensation Committee, and has been non-executive Chairman since January 1, 2022 (previously Lead Independent Director). He is an “audit committee financial expert” under SEC rules and has deep CFO and hospitality-operations experience; B.A. in Accounting & American Studies from Mercyhurst (AICPA member) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vail Resorts, Inc. (NYSE: MTN) | Chief Financial Officer; later President – Lodging, Retail & Real Estate; Director | CFO 2003–2012; Director 2008–2012 | Finance leadership and operating oversight in resort/hospitality; board-level governance exposure |
| Clark Retail Enterprises | Chief Financial Officer | Prior to Vail | Corporate finance leadership |
| Lids Corporation | Chief Financial Officer | Prior to Vail | Corporate finance leadership |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Noodles & Company (NASDAQ: NDLS) | Chairman of the Board; Audit Committee Chair; Compensation Committee member | Public | Current |
| Invited (f/k/a ClubCorp) | Director | Private | Current |
| Hershey Entertainment & Resorts | Lead Independent Director; Audit & Finance Chair; Compensation Committee member | Private | Dec 2013–Jan 2024 |
Board Governance
- Independence: Board determined Jones is independent under NYSE standards .
- Roles: Chairman of the Board (independent), Audit Committee Chair, Compensation Committee member; designated “audit committee financial expert” .
- Attendance: In 2024, Board met 4x in person and 6x via video; committees met regularly; each director attended ≥75% of applicable meetings. Independent directors held executive sessions after scheduled meetings; Jones presided over Board executive sessions .
- Committee structure/quality: Three fully independent committees; all Audit members are financial experts; majority-independent board; annual elections by majority vote with resignation policy .
- Interlocks: Compensation Committee disclosed no interlocks/insider participation .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Retainer-only (no meeting fees) |
| Audit Committee membership fee | $12,500 | Annual member fee |
| Audit Committee Chair fee | $15,000 | Additional annual fee |
| Compensation Committee membership fee | $10,000 | Annual member fee |
| Non-Executive Chairman retainer | $100,000 | Additional annual retainer |
| Total Fees Earned (Jones) | $197,500 | Matches fee schedule above |
| Director equity grant (fully vested) | $109,642 | 18,213 shares granted May 28, 2024, fixed value ~$110k |
| Total 2024 Director Compensation (Jones) | $307,142 | Cash + stock |
Program design notes:
- Equity awards are granted based on a fixed-value formula and fully vest at grant (intended to avoid entrenchment). Directors may elect to take cash fees in stock (no elections in 2024) .
- Share ownership guideline: 5x annual cash retainer for non-employee directors; all directors are at/above requirement .
Performance Compensation (Director)
- Summit does not use performance-based metrics for director compensation; annual equity grants are full-value and fully vested at grant (no options currently granted) .
- Therefore, no director-specific performance metric table applies. For context, the company’s executive incentive metrics (not applicable to directors) emphasize Same Store Hotel EBITDA, balance sheet, transactions, capex, and strategic objectives -.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock Risk |
|---|---|---|---|
| Noodles & Company (NASDAQ: NDLS) | Chairman | Audit (Chair), Compensation (Member) | No disclosed interlocks with Summit; Compensation Committee disclosed none |
| Invited (private) | Director | — | No supplier/customer link disclosed |
| Hershey Entertainment & Resorts (private, prior) | Lead Independent Director; Audit & Finance Chair; Comp member | Audit/Finance (Chair) | Prior role ended Jan 2024 |
Expertise & Qualifications
- Financial expertise: Former public-company CFO; designated “audit committee financial expert” .
- Hospitality operations and M&A: Senior operating role at Vail Resorts (lodging/retail/real estate), M&A and capital markets experience .
- Governance leadership: Independent Chairman at Summit, Chairman and Audit Chair at Noodles & Company .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 117,424 shares (as of Mar 31, 2025) |
| Ownership guidelines | 5x annual cash retainer for directors; Board states all non-employee directors meet/exceed requirement |
| Hedging/pledging | Directors/officers prohibited from hedging and pledging; exceptions to pledging require CEO/GC pre-approval; no director or officer has pledged securities |
| Section 16 compliance | All director/officer SEC ownership filings satisfied in 2024 |
Insider Trading Summary
| Period | Transactions | Notes |
|---|---|---|
| 2024 (proxy disclosure) | Not itemized in proxy | Section 16(a) compliance affirmed; no pledging; for Form 4 detail, reference SEC filings |
Governance Assessment
-
Positives
- Independent Chairman with audit chair responsibilities and formal “audit committee financial expert” designation—strong signal for financial oversight quality .
- Robust board structure: majority independent, all audit members are financial experts, executive sessions led by independent chair .
- Director pay design emphasizes alignment via meaningful equity and ownership guidelines; all directors at/above guideline; anti-hedging/anti-pledging in place .
- No related-party transactions in 2024; no compensation committee interlocks; strong say-on-pay support (97% in 2024) indicating investor confidence in compensation governance .
-
Watch items
- Multiple chair roles across two companies (Summit Chair and NDLS Chair/Audit Chair) create high workloads; continued monitoring of attendance and engagement remains prudent (proxy confirms ≥75% attendance for all directors) .
- Director equity vests immediately; while common in REITs, lack of director performance linkage can be scrutinized; mitigated by ownership guidelines and anti-hedge/pledge policy .
Overall: Jones brings CFO-grade financial acumen and sector operating depth with strong governance credentials (independent chair and audit chair). Current disclosures show alignment (ownership, policies) and no conflicts or related-party exposure—supportive of investor confidence in board effectiveness - - -.