Michael Schall
About Michael J. Schall
Michael J. Schall, age 67, is an independent trustee of Pebblebrook Hotel Trust (PEB) and has served on the Board since December 2009. He is a career REIT operator and finance executive, best known for his 30-year tenure at Essex Property Trust (ESS) where he served as CFO, COO, CEO, and most recently Executive Director and Advisor to the CEO; he joined the Board of National Storage Affiliates (NSA) in May 2024. He is a CPA (inactive) with a B.S. from the University of San Francisco, and brings deep accounting, capital markets, and public REIT governance expertise to PEB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essex Property Trust (NYSE: ESS) | Advisor to the CEO (independent contractor); Executive Director; President & CEO; COO; CFO | Advisor since Apr 1, 2024; Executive Director Mar 2023–Mar 2024; CEO Jan 2011–Mar 2023; COO 2005–2011; CFO 1993–2005 | Led public REIT through multiple cycles; extensive operating, redevelopment and co-investment oversight; deep public company governance |
| The Marcus & Millichap Company (Essex predecessor) | CFO, Essex Property Corporation | 1986–1993 | Built finance capability pre-IPO; real estate finance specialization |
| Churchill International | Director of Finance | 1982–1986 | Venture capital finance focus |
| Ernst & Young (Ernst & Whinney) | Audit associate (real estate/financials focus) | 1979–1982 | Public accounting and controls background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Storage Affiliates (NYSE: NSA) | Member, Board of Trustees | Since May 2024 | Self-storage REIT; sector-diverse from PEB’s lodging focus |
| Essex Property Trust (NYSE: ESS) | Board Member (through May 2024); Advisor to CEO | Board 1994–May 2024; Advisor since Apr 1, 2024 | Multifamily REIT; not a direct competitor to PEB |
| Professional/industry | Member | — | AICPA; National Multi Housing Council |
Board Governance
- Independence and tenure: The Board determined Schall is independent under NYSE standards; he has served since 2009 .
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: Board held four regular meetings in 2024; each trustee attended 100% of Board meetings; committee disclosure notes no committee member attended fewer than 75% of meetings .
- Engagement/executive sessions: Independent trustees met in executive session at each of the four regular meetings in 2024; Lead Trustee presided . Independent executive sessions occur at least quarterly .
Fixed Compensation
| Element | Amount | Structure/Notes |
|---|---|---|
| Annual retainer (2024) | $155,000 | At least 50% paid in common shares; up to 100% at trustee election; no meeting fees |
| Committee chair fees | N/A for Schall | Chairs receive: Audit $20,000; Compensation $15,000; N&CG $10,000; Schall is not a chair |
| 2024 total paid (settled Jan 2025) | $155,000 (100% in shares) | Schall elected 100% in stock: 11,329 shares at $13.68 average (10-day avg) |
Performance Compensation
- Directors do not receive performance-based pay or options; program comprises cash retainers and share-based retainers (at trustee election) with no meeting fees. Equity ownership guideline for independent trustees is 3x annual compensation within 5 years; as of Dec 31, 2024, all trustees were in compliance . Company prohibits hedging and pledging of company securities by trustees, officers, and employees .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock or Conflict |
|---|---|---|---|
| National Storage Affiliates (NYSE: NSA) | Self-storage REIT | Trustee (since 2024) | Different property sector; no disclosed related-party transactions or conflicts with PEB |
| Essex Property Trust (NYSE: ESS) | Multifamily REIT | Former Director (through May 2024); Advisor to CEO (since Apr 1, 2024) | Different sector; continuing advisory role at ESS is disclosed; no related-party transactions disclosed with PEB |
- Compensation Committee interlocks: PEB discloses no compensation committee interlocks or insider participation for 2024; Schall is a member of the committee .
Expertise & Qualifications
- Core skills: REIT leadership (CEO/CFO/COO), public company governance, REIT finance/accounting; CPA (inactive) .
- Education: B.S., University of San Francisco .
- Board-identified skills: Executive leadership, accounting and finance; extensive public REIT experience .
Equity Ownership
| Holder | Beneficial Ownership (shares/units) | Notes |
|---|---|---|
| Michael J. Schall | 109,131 | Schall disclaims beneficial ownership of 49,082 of these shares |
| PEB Shares Outstanding (as of Mar 28, 2025) | 118,685,166 | Reference for ownership percentage calculation |
| Ownership as % of shares outstanding | ≈ 0.09% | Calculated from 109,131 / 118,685,166 (inputs cited above) |
- Pledging/hedging: Company policy prohibits pledging and hedging; proxy specifically notes a grandfathered margin pledge for another trustee, but no pledge disclosure for Schall .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Ownership Type | Post-Transaction Holdings | Source | |---|---|---:|---:|---|---:|---| | 2025-08-19 | 2025-08-21 | Open market purchase | 10,000 | $10.08 | Direct | 109,693 | | | 2025-05-07 | 2025-05-07 | Open market purchase | 10,000 | $9.04 | Indirect | 18,500 | | | 2025-03-05 | 2025-03-05 | Open market purchase | 10,000 | $11.87 | Direct | 99,693 | | | 2025-01-01 | 2025-01-03 | Director stock award | 11,329 | $13.682 | Direct | 89,693 | | | 2024-01-01 | 2024-01-03 | Director stock award | 9,882 | $15.69 | — | 78,364 | | | 2023-01-01 | 2023-01-04 | Director stock award | 11,409 | $13.59 | — | 68,482 | |
Note: Records from SEC Form 4 filings; “Post-Transaction Holdings” reflects Form 4 totals at the time of filing.
Governance Assessment
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Strengths supporting investor confidence
- Independent director with deep REIT operating and finance experience, including prior public REIT CEO/CFO roles; designated independent under NYSE standards .
- Active governance participation: Compensation Committee and Nominating & Corporate Governance Committee membership; 100% Board attendance in 2024; independent executive sessions quarterly .
- Alignment: Elected to take 100% of 2024 director compensation in stock (11,329 shares), and ongoing open-market purchases in 2025 signal confidence; board-wide ownership guideline (3x annual comp) met .
- Risk controls/policies: Prohibitions on hedging/pledging; clawback policy compliant with NYSE Rule 10D-1 .
- Shareholder support context: Prior say-on-pay approval over 90% of votes cast in 2024, indicating broad support for compensation governance .
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Watch items and potential red flags
- Long tenure (since 2009) in a board where 83% of non-executive trustees have >10 years’ tenure; may raise refreshment considerations despite expertise .
- Company-level: NEO change-in-control arrangements include excise tax gross-ups—typically viewed unfavorably; as a Compensation Committee member, Schall participates in oversight of these structures .
- Shareholder meeting attendance: Board notes trustees are not expected to attend annual meetings and none attended in 2024; some investors view director presence at annual meetings as a sign of engagement .
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Conflicts/related party
- Company discloses conflict-of-interest policies and a specific policy restricting trustees/executives from acquiring ≥5% equity interests in hotel properties without approval; no related-party transactions disclosed for Schall .
- Other boards (NSA, ESS) are in non-lodging sectors; no cross-company related-party transactions disclosed with PEB .
Overall, Schall brings strong REIT governance and finance expertise, demonstrates alignment through equity compensation elections and share purchases, and maintains independence and attendance; key governance watch items relate to board refreshment/tenure and the company’s legacy CIC gross-up provisions overseen by the Compensation Committee .