William H. Conkling
About William H. Conkling
William H. Conkling, age 50, is Executive Vice President and Chief Financial Officer of Summit Hotel Properties (INN), serving in the role since May 2021; he holds a B.S. in Hotel and Restaurant Administration and an MBA from Cornell University, and previously worked at Bank of America Merrill Lynch, Bear Stearns, and Host Hotels & Resorts . Company performance metrics tied to pay include Same Store Hotel EBITDA (actual $256.4 million for 2024, vs. target $261.2 million), balance sheet enhancements, transaction execution, capital expenditures, and multi-year TSR relative and absolute outcomes, with cash incentives paying ~103% of target in 2024; INN’s PVP disclosure cites a 2024 cumulative TSR value of $61.73 for a $100 initial investment and 2024 Same Store Hotel EBITDA of $252,456 thousand under Item 402(v) . The Board reports robust governance (anti-hedging/anti-pledging, clawback, ownership guidelines) and strong say‑on‑pay support (~97% approval in 2024), with 2025 say‑on‑pay also approved (87,371,959 For, 3,217,470 Against) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Managing Director, Real Estate, Gaming & Lodging Investment Banking | 2007–2021 | Deep capital markets and lodging REIT advisory experience supporting balance sheet and transaction execution |
| Bear Stearns & Co. | Investment Banking (unit) | Not disclosed | Additional IB experience relevant to corporate finance and M&A in lodging/real estate |
| Host Hotels & Resorts (NYSE: HST) | Asset Management | Not disclosed | Property/portfolio operations exposure aligned with REIT performance levers |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed in proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 470,000 | 470,000 | 470,000 |
| Target Annual Cash Incentive (% of Base) | 100% | 100% | 100% |
| Non-Equity Incentive Paid ($) | 570,000 | 462,709 | 482,586 |
| All Other Compensation ($) | 12,200 (401(k) contribution) | 13,200 (401(k) contribution) | 13,800 (401(k) contribution) |
Notes:
- 2024/2023 base salaries held flat; Compensation Committee reviews annually against peer data and market conditions .
Performance Compensation
Annual Cash Incentive – 2024 Program Design and Outcome
| Component | Weight | Target/Threshold/Max | Actual Performance | Payout (% of Target) | Payout ($) |
|---|---|---|---|---|---|
| Same Store Hotel EBITDA | 50% | Threshold $207.2m; Target $261.2m; Max $292.2m | Actual $256.4m | 96% | 224,556 |
| Balance Sheet Objective | 10% | Achieve 2/3/4 initiatives (T/Tgt/Max) | Achieved 3 of 4 initiatives | 100% | 47,000 |
| Transactions Objective | 10% | Not numerically pre‑set in proxy | Portfolio dispositions/acquisitions executed; Board-assessed | 149% | 70,030 |
| Capital Expenditure Objective | 10% | Board-assessed against capex metrics | Met target criteria | 100% | 47,000 |
| Strategic Plan Objectives | 20% | Board discretion; qualitative goals | Rigorous review; paid at target | 100% | 94,000 |
| Total | 100% | — | — | ~103% | 482,586 |
Design features:
- Metrics strongly aligned to hotel operating performance, balance sheet quality, and strategic execution .
- Strategic Plan component is discretion‑based but subjected to detailed Board evaluation; paid at 100% .
Long-Term Incentive (LTI) – 2024 Grants and Vesting
| Grant Date | Instrument | Target/Max Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 3/8/2024 | Performance-based Restricted Stock (TSR: relative and absolute over 3 years) | Target 111,111; Max 222,222 | Earns at 0–200% at 3/8/2027; service condition; certain termination/CIC provisions apply | 823,700 |
| 3/8/2024 | Time-based Restricted Stock | 74,074 | 25%/25%/50% on 3/8/2025, 3/8/2026, 3/8/2027 | 485,900 |
Additional LTI design:
- LTI mix: 60% performance-based, 40% time-based; Conkling’s target LTI grant value at $1,200,000 (PB $720k; TB $480k) .
- 2022 PBRS awards earned at 50.4% of target based on 3‑year TSR through 3/8/2025 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (3/31/2025) | 653,549 shares; <1% of outstanding |
| Stock Ownership Guideline | 2x base salary; executives currently at or in excess of required level |
| Anti-Hedging/Anti-Pledging | Prohibited; no director/executive has pledged securities; exceptions require pre‑approval (none used) |
| Unvested Time-Based Shares (as of 12/31/2024) | 56,535 vest 3/8/2025; 49,606 vest 3/8/2026; 37,037 vest 3/8/2027 |
| Unearned Performance Shares (as of 12/31/2024) | 67,416 potential vest 3/8/2025; 93,264 3/8/2026; 222,222 3/8/2027 (achievement level per TSR grid) |
| Market Value Reference | Values in proxy based on $6.85 close (12/31/2024) |
Ownership implications:
- Scheduled vesting dates create predictable supply events: March 8 in 2025/2026/2027 for both TBRS and PBRS tranches .
- Alignment supported by guidelines (2x salary) and no pledging/hedging policy; reduces forced‑selling risk .
Employment Terms
| Provision | Terms for Conkling |
|---|---|
| Role start date / tenure | EVP & CFO since May 2021 |
| Severance (no CIC) | 1.5x base salary ($470,000) + 1.5x target bonus ($470,000) + pro‑rata prior FY bonus; est. cash $1,872,709 (excludes accrued obligations) |
| Severance (with CIC) | 2x base salary ($470,000) + 2x target bonus ($470,000) + pro‑rata prior FY bonus; est. cash $2,342,709 (excludes accrued obligations); double trigger required |
| COBRA | 12 months estimated $7,732 |
| Equity Acceleration | Unvested stock awards accelerate upon termination without cause/good reason (and death/disability); est. $3,603,648 at 12/31/2024 |
| Clawback | Compensation clawback policy maintained |
| Anti-hedging/pledging | Prohibited; no pledges outstanding |
| Excise tax gross‑ups | None provided |
| Non‑compete | Employment agreements include non‑compete provisions |
Say‑on‑pay and shareholder feedback:
- 2025 say‑on‑pay approved (For 87,371,959; Against 3,217,470; Abstain 56,884; broker non‑votes 6,947,697) .
- 2024 say‑on‑pay ~97% approval; Committee views results as strong support for pay design and structure .
Investment Implications
- Pay-for-performance alignment: Conkling’s 2024 incentive mix emphasizes operating results (Same Store Hotel EBITDA 50% weighting), balance sheet quality, transactions, capex discipline, and TSR; cash incentives paid ~103% of target, reflecting balanced performance vs goals .
- Vesting calendar and potential selling pressure: Significant scheduled vesting on March 8 each of 2025, 2026, and 2027 (TBRS: 56,535; 49,606; 37,037 shares, respectively), plus PBRS tranches that may pay out 0–200% based on TSR; monitor Form 4 filings around vest dates for net share sales to cover taxes or discretionary selling .
- Ownership alignment and risk controls: Conkling meets/exceeds a 2x salary ownership guideline, with strict anti‑hedging/anti‑pledging and a clawback policy; no pledges outstanding—reducing leverage‑driven disposal risk and supporting long‑term alignment .
- Contract economics: Severance is moderate (1.5x/2x salary+bonus) with double‑trigger CIC and no excise tax gross‑ups; equity accelerates under specified termination scenarios—important for retention but not excessive relative to peers cited by FW Cook benchmarking .
- Execution track record context: 2024 highlights include debt refinancings, liability management, liquidity (~$350 million), portfolio transactions, and dividend increase—areas typically under CFO influence; these achievements contributed to meeting targets on the balance sheet component and overall incentive payout .