Paul Ruiz
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 .