Paul Ruiz - Senior Vice President and Chief Accounting Officer | Summit Hotel Properties (INN) Executive Profile & Compensation

About Paul Ruiz

Senior Vice President & Chief Accounting Officer at Summit Hotel Properties (INN). Age 59, in role since April 2014; interim CFO from May–October 2014. Education and credentials: BBA in Accounting (highest honors) from the University of Texas at Austin; MBA from Baylor University; Certified Public Accountant. 2024 operating performance under the executive team: pro forma RevPAR +1.8% to $124.13, pro forma hotel EBITDA +2.0% to $264.7M (margin 35.6%), Adjusted EBITDAre +1.1% to $192.2M, Adjusted FFO $119.2M ($0.96/sh), and a quarterly dividend increase to $0.08 in May 2024; 3‑year TSR performance resulted in 50.4% vesting on 2022 PSUs, indicating alignment but below median relative TSR for that cycle .

Past Roles

Organization	Role	Years	Strategic Impact
Summit Hotel Properties	SVP & Chief Accounting Officer; interim CFO	2014–present (interim CFO May–Oct 2014)	Leads accounting, reporting, controls; supported CFO transition and finance execution during portfolio and balance sheet actions .
Bridgepoint Consulting	Consulting CFO	2013–2014	Advised growth-stage and established companies on finance and reporting .
Freescale Semiconductor (now NXP)	Senior Director, Global Corporate Accounting	2011–2013	Led global accounting for a complex multinational manufacturer .
SensorTran (now part of Halliburton)	Chief Financial Officer	2008–2011	Finance leadership at a fiber‑optics technology firm .
PricewaterhouseCoopers	Audit Manager	Early career	Audit/advisory for entrepreneurial to Fortune 500 clients .

External Roles

No external directorships or committee roles disclosed for Ruiz .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	315,000	315,000	315,000
Target Bonus (% of Base)	70%	85% (same as 2024)	85%
Actual Annual Bonus ($)	252,000	263,597	274,920
Payout vs Target (%)	116%	98%	103%

Performance Compensation

Annual Cash Incentive (AIP) design and 2024 outcomes

Metric	Weight	Threshold	Target	Max	Actual/Result	Payout Factor
Same Store Hotel EBITDA	50%	$207.2M	$261.2M	$292.2M	$256.4M (consolidated, disposed hotels excluded)	96% of target
Balance Sheet Objectives (refi, fixed-rate mix, leverage, liquidity)	10%	2/4 achieved	3/4 achieved	4/4 achieved	3/4 achieved	100% of target
Transactions (acq/dispo volume)	10%	$75.0M	$150.0M	$250.0M	$199.0M	149% of target
Capital Expenditure Objectives	10%	2/4 achieved	3/4 achieved	4/4 achieved	3/4 achieved	100% of target
Strategic Plan Objectives	20%	Discretionary	Discretionary	Discretionary	Board paid at target	100% of target

Ruiz’s 2024 AIP component payouts (USD): Same Store EBITDA $127,925; Balance Sheet $26,775; Transactions $39,895; Capex $26,775; Strategic Plan $53,550; Total $274,920 (≈103% of target) .

Long-Term Incentive (LTI) structure and current cycle

Mix: 60% Performance Stock (PSUs, relative/absolute TSR), 40% Time‑based Stock (RSUs) .
2024 Target LTI for Ruiz: $480,000 (PSUs $288,000; RSUs $192,000) .
2024 Grants (3/8/2024): PSUs target 44,444 sh; RSUs 29,630 sh; RSUs vest 25%/25%/50% on 3/9/2025, 3/9/2026, 3/9/2027 .
PSU vesting grid vs Dow Jones U.S. Hotel Index constituents ≥$100M mkt cap (ex‑gaming REITs): 30th pct=25% payout; 55th=100%; ≥80th=200%; with 25% floor if absolute TSR ≥8.5% CAGR over the period .
3‑yr outcome for 2022 PSU grant (3/8/2022–3/8/2025): 50.4% earned, reflecting below‑median relative TSR for that cohort .

Equity Ownership & Alignment

Beneficial ownership (common shares), Paul Ruiz:
- 3/31/2023: 262,478 (<1%)
- 3/31/2024: 276,583 (<1%)
- 3/31/2025: 322,586 (<1%)
Unvested awards at 12/31/2024 (time-based RSUs; market value at $6.85):
- 3/9/2022: 9,194 sh; $62,979
- 3/8/2023: 18,652 sh; $127,766
- 3/8/2024: 29,630 sh; $202,966
Unearned PSUs at 12/31/2024 (market value at $6.85):
- 3/8/2022: 27,579 sh; $188,916
- 3/8/2023: 37,306 sh; $255,546
- 3/8/2024: 88,888 sh; $608,883
Ownership guidelines: Ruiz required to hold 1x base salary; company discloses all named executive officers are at or above required levels .
Hedging/pledging: Hedging prohibited; pledging prohibited absent pre‑approval; no director or executive has pledged securities .
Options: Company does not currently grant options/SARs (full‑value shares only) .

Employment Terms

Employment agreement: Effective Jan 1, 2015; auto‑renews annually unless either party gives 30 days’ notice; 12‑month non‑compete and non‑solicit post‑termination .
Severance (double‑trigger for CIC) and benefits (for Paul Ruiz):
- Termination without cause / good reason (no CIC): cash severance $1,137,722; 12 months COBRA est. $20,429; equity acceleration value $1,447,056; total $2,605,207 .
- Termination without cause / good reason (with CIC): cash severance $1,429,097; 12 months COBRA est. $20,429; equity acceleration value $1,447,056; total $2,896,582 .
- Death/Disability: equity acceleration value $1,447,056 .
Severance formula for NEOs other than CEO: 1.5x base + 1.5x target bonus (no CIC), 2.0x base + 2.0x target bonus (with CIC), plus pro‑rata prior‑year bonus; CEO higher multiples; 280G cutback to “best‑net” (no excise tax gross‑ups) .
Clawback policy: Updated Oct 2, 2023 to NYSE Rule 10D‑1 standard; mandatory recovery of incentive comp on restatement over prior 3 years regardless of misconduct; may also recover equity/cash from executives engaged in misconduct .

Insider Activity & Vesting Overhang

Recent Form 4s reflect routine equity grants/awards around March grant dates (e.g., Mar 2024 and Mar 2025 filings) indicating stock award grants; these filings typically accompany PSU/RSU grants and vesting cycles .
Example third‑party summaries show a non‑open market acquisition (grant) in March 2024, with updated post‑transaction holdings for Ruiz; these are consistent with annual equity cycles rather than open‑market sales .
Vesting calendar can create calendar‑dated sell pressure from tax withholding (F‑coded) around: 3/9/2025, 3/9/2026, 3/9/2027 (RSU tranches), and PSU settlement at performance period end (e.g., 3/8/2025 for 2022 PSUs at 50.4% earned) .

Compensation Committee, Peer Group, and Say‑on‑Pay

Compensation Committee: Kenneth J. Kay (Chair), Jeffrey W. Jones, Amina Belouizdad Porter, Thomas W. Storey; independent; authority over the 2024 Equity Plan .
Consultant: FW Cook (independent) advises on program competitiveness/design .
Peer group to benchmark 2024 pay: mixed lodging REITs and size‑comparable REITs (e.g., Apple Hospitality, RLJ, Sunstone, Xenia; plus non‑hotel REITs like CareTrust, Sabra, Elme, Urban Edge, etc.); target TDC designed around market median .
Say‑on‑Pay: 97% support at 2024 annual meeting .

Related‑Party Transactions & Governance Safeguards

No related person transactions in 2024 .
Section 16(a) compliance: all insider reporting requirements satisfied in 2024 .

Investment Implications

Pay‑for‑performance alignment: Ruiz’s cash bonus paid ~103% of target with clear linkage to EBITDA, balance sheet, transactions, and capex goals; 2022–2025 PSU payout at 50.4% underscores outcome‑sensitive equity (not guaranteed) .
Retention vs dilution: Significant unvested equity (time‑based and PSU) creates retention hooks through 2027 while moderating realized pay if TSR underperforms; watch PSU cohorts granted 2023–2024 for payout trajectory .
Trading/technical setup: Expect vesting‑related Form 4s and potential F‑code tax withholdings around March 9 in 2025–2027; not inherently bearish but can create transitory supply .
Governance risk low: No pledging; robust clawback; double‑trigger CIC; no excise tax gross‑ups; ownership guidelines met (1x salary for CAO) .
Execution context: 2024 operational progress (RevPAR +1.8%, hotel EBITDA +2.0%, dividend increase) supports incentive payouts; however, relative TSR underperformance in the 2022 PSU cycle suggests equity upside depends on sustained operating and capital allocation execution vs peers .