Cydney Donnell
About Cydney C. Donnell
Cydney C. Donnell, age 65, has served as an independent trustee of Pebblebrook Hotel Trust since December 2009 and sits on the Audit Committee and the Nominating and Corporate Governance Committee. She is designated by the Board as an “audit committee financial expert,” reflecting deep real estate securities and finance experience; she holds a B.B.A. from Texas A&M University and an M.B.A. from Southern Methodist University. Her background includes founding Zella Properties, senior roles at European Investors/E.I.I. Realty Securities, and academic leadership at Texas A&M’s Mays Business School, with qualifications spanning public real estate industry leadership, portfolio management, and governance pedagogy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RepublicBanc Corporation | Real estate lending officer | 1982–1986 | — |
| European Investors/E.I.I. Realty Securities, Inc. | VP & Analyst; Head, Real Estate Securities Group & Portfolio Manager; Chair, Investment Committee | 1986–1992; 1992–2002; 2002–2003 | Led investment committee; managed real estate securities portfolio |
| Zella Properties, LLC | Founder & President | Since 1997 | Investment consulting leadership |
| Mays Business School (Texas A&M University) | Associate Dept Head – Finance; Executive Professor; former Director of Real Estate Programs | Jan 2004–Dec 2022 | Taught real estate capital markets, corporate governance modules |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Campus Communities, Inc. (student-housing REIT; public through Aug 2022) | Chair of Board; member, Executive Committee; Capital Allocation Committee | Aug 2004–Aug 2022 | Board leadership at a public REIT |
| Nareit | Member, Institutional Advisory Committee (and Editorial Board per 2024 proxy) | Ongoing | Industry advisory roles |
| Trinity University | Board of Trustees; Chair, Investments Committee; member, Executive & Operations Committee | Ongoing | Endowment oversight and governance |
| Madison Harbor Balanced Strategies, Inc. | Director; Chair, Valuation Committee; member, Nominating & Compensation and Audit Committees | Through 2017 (liquidated/deregistered 2017) | Fund governance oversight |
Board Governance
- Committees and roles: Donnell serves on the Audit Committee and Nominating and Corporate Governance Committee; the Audit Committee chair is Earl E. Webb and the Nominating Committee chair and Lead Trustee is Bonny W. Simi .
- Audit committee financial expert: The Board identified Donnell (alongside Webb, Jackson, and Simi) as an “audit committee financial expert”; all audit committee members are independent and financially literate .
- Independence: 86% of the Board is independent, including Donnell; she meets NYSE independence standards .
- Attendance and engagement: In 2024, the Board held four regular meetings; each trustee attended 100% of Board meetings. Independent trustees held an executive session at each of the four regular meetings, presided over by the Lead Trustee . Committees met four times; no committee members attended less than 75% .
- CSR governance: Donnell is a member of the Corporate Sustainability & Responsibility (CSR) Committee, which reports to the Nominating & Corporate Governance Committee and is chaired by the Lead Trustee .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash/equity eligible) | $155,000 | $155,000 |
| Committee chair fee (Donnell) | $0 (not a chair) | $0 (not a chair) |
| Meeting fees | None | None |
| Payment form chosen | 100% in Common Shares | 100% in Common Shares |
| Shares issued for retainer | 9,882 shares | 11,329 shares |
| Valuation price per share (for fee conversion) | $15.69 | $13.68 |
| Total compensation | $155,000 | $155,000 |
Program structure (unchanged since 2018): At least 50% of trustee fees paid in Common Shares (up to 100% at trustee’s election); chair fees: Audit $20k, Compensation $15k, Nominating $10k; no meeting fees; new trustees receive a one-time grant of 2,500 restricted shares vesting pro rata over three years; trustees must hold equity worth ≥3× annual compensation within 5 years .
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Stock options | None; company has never granted share options | |
| Annual RSU/PSU grants (director) | None (no annual performance equity for trustees) | |
| One-time RSU grant upon joining Board | 2,500 restricted shares; three-year pro rata vesting (policy) | |
| Performance metrics tied to director pay | None disclosed for trustees |
Additional governance protections: Compensation clawback policy compliant with Rule 10D-1/NYSE; prohibition on hedging and pledging company securities (applies to officers, trustees, employees) .
Other Directorships & Interlocks
| Organization | Public company? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| American Campus Communities, Inc. | Yes (public through Aug 2022) | Chair of Board; member Exec & Capital Allocation Committees | Prior public REIT role; no PEB-related conflict disclosed |
| Nareit | Industry association | Institutional Advisory Committee (and Editorial Board per 2024 proxy) | Industry engagement; no related-party transactions disclosed |
| Trinity University | Non-profit/academic | Trustee; Chair, Investments; Exec & Operations Committee | No related-party transactions disclosed |
| Madison Harbor Balanced Strategies, Inc. | Registered fund (deregistered 2017) | Director; Chair Valuation; Nominating & Comp; Audit | No ongoing interlock; fund liquidated/deregistered in 2017 |
Conflict policies and related-party screening: The Board reviews any transactions involving trustees and immediate family; conflicts are prohibited absent Board-approved guidelines. Trustees/executives may not acquire ≥5% equity in hotel properties without CEO and Nominating Committee approval; no specific related-party transactions involving Donnell are disclosed .
Expertise & Qualifications
- Executive leadership in public real estate and securities investment; portfolio management experience; and university-level teaching in real estate capital markets and corporate governance .
- Designated audit committee financial expert; financially literate; independent under NYSE standards .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| Common Shares and LTIP Units beneficially owned | 86,905 | March 28, 2025 |
| Percent of all shares outstanding | Less than 1% | March 28, 2025 |
| Shares outstanding (reference) | 118,685,166 Common Shares | March 28, 2025 |
| Ownership guideline | Trustees must hold ≥3× annual compensation within 5 years | Policy |
| Compliance status | All trustees in compliance (as of Dec 31, 2023); all executives and trustees meet guidelines (policy statement) | |
| Pledging/Hedging | Prohibited by insider trading policy (no pledging, no hedging) | Policy |
Governance Assessment
- Independence and expertise: Donnell is an independent trustee and an audit committee financial expert—strengthens financial oversight and investor confidence .
- Attendance and engagement: 100% Board meeting attendance in 2024 and participation in quarterly executive sessions indicate strong engagement; however, trustees did not attend the 2024 annual meeting, which may be a minor investor-relations optics issue .
- Pay-for-alignment: Electing 100% of fees in stock (both 2023 and 2024) signals alignment with shareholders and adherence to ownership guidelines; no meeting fees or option grants reduces pay-related risk of short-termism .
- Conflict controls: Robust codes and Board-level conflict review with specific restrictions on hotel property investments mitigate related-party risk; no related-party transactions involving Donnell are disclosed .
- Board structure: Independent majority (86%), Lead Trustee oversight, and CSR committee reporting to Nominating & Corporate Governance support effective governance; Donnell’s role on CSR adds oversight on sustainability-linked matters .