Jonathan P. Stanner
About Jonathan P. Stanner
Jonathan P. Stanner (age 44) is President, CEO, and a director of Summit Hotel Properties (INN). He became CEO and joined the Board on January 15, 2021, after serving as CFO (2018–2021) and CIO (2017–2018); he holds a B.S. and MBA from Purdue’s Krannert School of Management . Under his leadership in 2024, INN returned to profitability (net income $25.1M), increased dividends, and posted modest RevPAR and Adjusted EBITDAre growth, with $350M year-end liquidity and 78% fixed-rate debt (including preferreds) . Pay-for-performance alignment features a 150% of salary target bonus tied to operational/strategic metrics and long-term equity that is 60% PSU on relative TSR versus lodging peers, with 2022 PSU awards paying 50.4% of target on 3-year TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Summit Hotel Properties (INN) | President & CEO; Director | 2021–present | Management/Board linkage; strategic capital allocation; balance sheet enhancement . |
| Summit Hotel Properties (INN) | EVP & CFO; Treasurer | 2018–2021 | Led finance, capital markets; transition to CEO . |
| Summit Hotel Properties (INN) | EVP & Chief Investment Officer | 2017–2018 | Portfolio investment strategy and transactions . |
| Strategic Hotels & Resorts (public until 2015) | CEO; CFO; SVP Capital Markets, Acquisitions; Treasurer; Director of Corporate Finance | 2005–2015 | Senior leadership through sale to Blackstone; capital markets/M&A execution . |
| Bank of America | Investment banking | Prior to 2005 | Transaction execution foundation . |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Hotel & Lodging Association | Board member | Current |
| AHLA Foundation | Board of Trustees | Current |
| AC Hotels (Marriott) | Brand Council | Current |
| Hyatt Owners’ Advisory Council | Council member | Current |
Fixed Compensation
| Item | 2024 Value |
|---|---|
| Base Salary | $700,000 |
| Target Bonus (% of salary) | 150% (Target $1,050,000) |
| Actual 2024 Bonus Paid | $1,078,117 (≈103% of target) |
| CEO Total Reported Compensation | $5,393,317 (2024 SCT total) |
Performance Compensation
- Annual Incentive Plan (2024): Metrics, weights, targets, and outcomes
| Metric | Weight | Target/Payout Framework | 2024 Result | Payout vs Target |
|---|---|---|---|---|
| Same Store Hotel EBITDA | 50% | Threshold $207.2M; Target $261.2M; Max $292.2M | $256.4M | 96% |
| Balance Sheet Objective | 10% | Achieve 3 of 4 initiatives for Target | Achieved 3 of 4 | 100% |
| Transactions Objective | 10% | Threshold $75M; Target $150M; Max $250M | $199.0M | 149% |
| Capital Expenditure Objective | 10% | Achieve 3 of 4 initiatives for Target | Achieved 3 of 4 | 100% |
| Strategic Plan Objectives | 20% | Committee assessment | Met | 100% |
- Long-Term Incentives (granted 3/8/2024)
| Component | Structure | CEO 2024 Grant Detail |
|---|---|---|
| PSUs (60% of LTI) | 3-year performance based on relative TSR vs. Dow Jones U.S. Hotel Index (ex gaming REITs); 0–200% payout; 30th pct=25%, 55th=100%, ≥80th=200%; absolute TSR ≥8.5% CAGR backstop (≥25% payout) | Target 305,555 sh; Max 611,110 sh; Grant-date FV $2,265,100 |
| Time-based RS (40% of LTI) | Vesting 25%/25%/50% on 3/9/2025, 3/9/2026, 3/9/2027 | 203,704 sh; Grant-date FV $1,336,300 |
| 2022 PSU Outcome | 3/8/2022 grant, 3-yr TSR ending 3/8/2025 | Earned at 50.4% of target |
Equity Ownership & Alignment
| Category | Shares |
|---|---|
| Beneficial Ownership (includes unvested time-based RS) | 1,723,075 (1.54% of outstanding) |
| Unvested Time-based RS (not vested) | 393,230 (61,288 + 128,238 + 203,704) |
| Unearned PSUs outstanding (target basis; performance contingent) | 1,051,448 (183,861 + 256,477 + 611,110) |
| Ownership Guidelines (CEO) | 6x base salary; executives currently at or above required levels |
| Anti-Hedging/Pledging | Hedging prohibited; pledging prohibited absent pre-approval; no pledges outstanding |
- Time-based RS vesting schedule (potential share supply)
| Vesting Date | Shares (CEO) |
|---|---|
| March 8, 2025 | 154,960 |
| March 8, 2026 | 136,418 |
| March 8, 2027 | 101,852 |
- PSU timing (performance-dependent)
- 3/8/2025 (2022 PSU performance period end): 183,861 target sh (earned 50.4% of target)
- 3/8/2026 (2023 PSU cycle): 256,477 target sh (status between threshold and target at 12/31/2024)
- 3/8/2027 (2024 PSU cycle): 611,110 max potential; target 305,555
Employment Terms
| Term | Key Details |
|---|---|
| Employment Agreement | Effective 1/15/2021; initial term to 1/14/2024; auto one-year renewals; base salary initially $600,000; target bonus 150% of salary |
| Non-compete/Non-solicit | During employment and 12 months post-termination |
| Severance (no CIC) | 2x salary + 2x target bonus + pro rata prior-year actual bonus; 12 months COBRA; equity acceleration as specified |
| Severance (double-trigger CIC) | 3x salary + 3x target bonus + pro rata prior-year actual bonus; 12 months COBRA; double-trigger equity vesting consistent with plan/agreements; no 280G gross-up (best-net cutback) |
| Clawback | NYSE/SEC-compliant policy (restatement recoupment; misconduct recovery allowed) |
Board Governance (Director Service, Independence, Committees)
- Director since 2021; not independent as CEO; no Board committees . As announced at appointment, he receives no separate compensation for Board service .
- Board has independent Chair (Jeffrey W. Jones); 88% independent directors; fully independent Audit, Compensation, and Nominating/Governance committees .
Performance & Track Record (select 2024 metrics)
| Metric | 2024 |
|---|---|
| Net Income (to common) | $25.1M ($0.22/diluted share) vs. $(28.0)M in 2023 |
| Pro Forma RevPAR | $124.13 (+1.8% YoY); ADR $167.84 (+0.6%); Occ 74.0% (+1.2 pts) |
| Pro Forma Hotel EBITDA | $264.7M (+2.0%); margin 35.6% (−7 bps) |
| Adjusted EBITDAre | $192.2M (+1.1%) |
| Adjusted FFO | $119.2M ($0.96/sh; +5.6%) |
| Dividend | Raised from $0.06 to $0.08 per quarter in May 2024 |
| Liquidity & Debt Mix | ~$350M liquidity at YE; 78% fixed (incl. preferred) |
- Pay vs Performance (SEC 402(v)) – cumulative $100 TSR value (Company vs Hotels Peer Index) and CAP linkage:
- 2021: Company $80.32; Peer $84.40
- 2022: Company $59.98; Peer $71.42
- 2023: Company $57.75; Peer $81.91
- 2024: Company $61.73; Peer $79.75
Compensation Structure Analysis
- Program design: Mix heavily weighted to equity; LTI 60% PSUs on relative TSR aligns with shareholder returns; AIP balanced across operating, balance sheet, transactions, capex, and strategy -.
- Changes/Repricing: No option grants; no option repricing; equity awards granted as full-value shares under 2024 Plan .
- Governance: No excise tax gross-ups; double-trigger CIC; ownership and retention guidelines; anti-hedging/pledging; updated clawback -.
Compensation Peer Group and Say-on-Pay
- 2024 Compensation Peer Group included hotel REITs and size-comparable REITs (e.g., Apple Hospitality, RLJ, Sunstone, Xenia, Pebblebrook; plus select non-hotel REITs) .
- Say-on-Pay support: 97% approval at 2024 annual meeting .
Risk Indicators & Red Flags
- Positive: No related-party transactions in 2024; anti-hedging/pledging; strong say-on-pay; double-trigger CIC; clawback policy .
- Potential selling pressure: Scheduled vesting of 154,960 shares (3/8/2025), 136,418 (3/8/2026), 101,852 (3/8/2027) time-based shares; PSU settlements performance-contingent with 2022 cycle at 50.4% of target .
Investment Implications
- Alignment: High equity mix with TSR-based PSUs, stringent ownership (6x salary), and anti-hedging/pledging policies signal strong shareholder alignment and reduce hedging/pledge risk .
- Retention/CIC: Robust retention via multi-year vesting and competitive severance (2x/3x CEO multiples) with double-trigger CIC; no tax gross-ups; supports stability through cycles/M&A .
- Execution: 2024 delivered dividend growth, balance sheet initiatives, and positive earnings; AIP paid near target with outperformance on transactions—suggesting balanced goal-setting and execution -.
- Overhang/Supply: Known vesting schedule and sizable PSU overhang (performance-based) create event-driven liquidity windows; monitor 3/8/2025–2027 dates and TSR trajectories for supply and potential 10b5-1 activity -.
Note: All data are from INN’s 2025 DEF 14A and related filings.