Kenneth J. Kay

About Kenneth J. Kay

Kenneth J. Kay, age 70, has served on Summit Hotel Properties’ (INN) Board since July 2014; he is an independent director, Chair of the Compensation Committee, a member of the Audit Committee, and designated an “audit committee financial expert” by the Board . He holds a B.S. in accounting and an M.B.A. from the University of Southern California, is a Certified Public Accountant and Chartered Global Management Accountant, and brings extensive Fortune 500 CFO, finance, accounting, operations, and M&A expertise from roles across real estate, hospitality and media .

Past Roles

External Roles

Board Governance

• Independence and leadership

  • Determined independent under NYSE standards; one of eight nominees (88% independent) .
  • Chairman of the Board is independent (Jeffrey W. Jones) and separate from CEO .

• Committee assignments and “financial expert” status

  • Compensation Committee: Chair (independent) .
  • Audit Committee: Member; designated “audit committee financial expert” .
  • Nominating & Corporate Governance Committee: Not a member .

• Meetings and attendance

  • 2024 meetings: Board (4 in-person, 6 via video), Audit (4 in-person, 3 via video), Compensation (4 in-person), Nominating & Corporate Governance (4 in-person) .
  • Each serving director attended at least 75% of aggregate Board and committee meetings in 2024 .

• Executive sessions and policies

  • Independent directors met in executive session regularly following scheduled meetings in 2024 .
  • Anti-hedging and anti-pledging policies; no director or executive has pledged securities; exceptions require pre-approval .
  • Updated clawback policy effective Oct 2, 2023, compliant with NYSE Rule 10D-1 .

Fixed Compensation (Director)

• 2024 total director compensation (Kay): $204,642 (Fees $95,000; Stock awards $109,642) .
• Reimbursement for reasonable out-of-pocket expenses for board service .

Performance Compensation (Director and Committee Oversight)

• Annual equity award (Director): 18,213 fully vested shares granted May 28, 2024 under the 2024 Plan; fixed-value ~$110,000; immediate vesting; no outstanding options/RSUs for directors .

• Executive incentive metrics overseen by the Compensation Committee chaired by Kay (2024): | Metric | Weight | Threshold | Target | Maximum | Actual/Payout | |---|---|---:|---:|---:|---| | Same Store Hotel EBITDA | 50% | $207.2M | $261.2M | $292.2M | $256.4M; paid at 96% of Target | | Balance Sheet Objective | 10% | Achieve 2 of 4 | Achieve 3 of 4 | Achieve 4 of 4 | Achieved 3 of 4; paid at 100% | | Transactions Objective | 10% | $75.0M | $150.0M | $250.0M | $199.0M; paid at 149% | | Capital Expenditure Objective | 10% | Achieve 2 of 4 | Achieve 3 of 4 | Achieve 4 of 4 | Achieved 3 of 4; paid at 100% | | Strategic Plan Objectives | 20% | Discretionary | Discretionary | Discretionary | Paid at 100% after Board evaluation | | Resulting bonus payout (NEOs) | — | — | — | — | ~103% of target (program-wide outcome) |

• Long-term incentive program (executives): 60% PSUs (3-yr relative TSR vs Dow Jones U.S. Hotel Index peers), 40% time-based RS; prior 3-year PSU tranche earned at 50.4% of target (3/8/2022–3/8/2025) .

Other Directorships & Interlocks

Expertise & Qualifications

• Designated “audit committee financial expert”; member of Audit Committee .
• CPA and CGMA; extensive CFO experience across hospitality (LVS), real estate (CBRE), media (MGM) and consumer (Dole); M&A and operational finance .
• USC (B.S. accounting; M.B.A.); governance roles in non-profit/academic institutions (Cedars-Sinai; USC Leventhal) .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep CFO and audit expertise; “audit committee financial expert” designation; chairs Comp Committee; member of Audit Committee .
  • Strong attendance (≥75%); Board and committees met frequently in 2024; independent executive sessions held regularly .
  • Shareholder-aligned policies: robust stock ownership guidelines (directors at/above threshold), anti-hedging/anti-pledging, updated clawback .
  • Director pay mix balanced with meaningful equity (fully vested fixed-value grants); transparent retainer structure without meeting fees .
  • Say-on-Pay support ~97% in 2024, signaling strong investor confidence in compensation oversight .

• Potential risks/flags to monitor

  • Multiple leadership commitments (e.g., Chair at GENI alongside INN committee leadership) may raise time-commitment questions; no interlocks or related-party transactions disclosed for 2024 .
  • Director equity grants fully vest at grant; while common in REITs, immediate vesting can reduce long-term lock-in; mitigated by ownership guidelines and retention policy .

• Conflicts/related parties

  • No related person transactions in 2024; Nominating & Corporate Governance Committee oversees related-party policy and approvals .

• Additional context

  • Board leadership separated (independent Chair); majority-independent Board (88%); annual elections; majority vote with resignation policy—all considered shareholder-friendly .

Say-on-Pay & Shareholder Feedback

Director Compensation Summary (2024) — Kenneth J. Kay

Committee Leadership and Attendance Snapshot (2024)

No Section 16(a) reporting deficiencies in 2024 for directors/officers; compliance requirements were satisfied .