Raymond Martz
About Raymond Martz
Raymond D. Martz is Co-President, Chief Financial Officer, Treasurer and Secretary of Pebblebrook Hotel Trust (PEB), serving since December 2009; he is 54 and holds a B.S. from Cornell’s School of Hotel Administration and an M.B.A. from Columbia University . He co-chairs the AHLA Financial Management Committee and the Global Finance Committee, and is a founding member of the USGBC LEED User Group: Hospitality & Venues . In 2024, under management’s leadership, PEB executed $1.6B of debt refinancing, raised $400M of unsecured notes at 6.375%, and extended key facilities—actions central to capital markets execution and balance sheet strength . Pay-versus-performance shows 2024 TSR underperforming peers while hotel EBITDA per key improved, framing alignment and execution context .
Company performance (pay-vs-performance key measures)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – Value of $100 | $70.33 | $83.83 | $50.30 | $60.20 | $51.19 |
| Peer Group TSR – Value of $100 | $94.92 | $134.14 | $100.79 | $112.22 | $117.73 |
| Net Income (Loss) ($000) | $(392,593) | $(186,372) | $(84,981) | $(74,276) | $16 |
| Hotel EBITDA per Key ($000) | $(3.1) | $12.0 | $30.9 | $29.2 | $31.1 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Phillips Edison & Company | Chief Financial Officer | 2007–2009 | Senior finance leadership for retail REIT operations |
| Eagle Hospitality Properties Trust | CFO, Treasurer & Secretary | 2005–2007 | Led public lodging REIT finance and reporting |
| LaSalle Hotel Properties | Treasurer; VP Finance; Director of Finance & IR | 1998–2005 | Progressive finance, capital markets and investor relations leadership |
| JLL | Director of Finance | 1997–1998 | Corporate finance in hospitality/real estate |
| Tishman Hotel Corporation | Associate | 1995–1997 | Asset management and development support |
| Orient Hotel Group | Operations roles | 1994–1995 | Property-level operating experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AHLA Financial Management Committee | Co-Chair | Ongoing | Helps set industry financial reporting standards (USALI) and sustainability metrics |
| Global Finance Committee (AHLA/HFTP) | Co-Chair | Ongoing | Guides financial and operating reporting standards for the hotel industry |
| USGBC LEED User Group: Hospitality & Venues | Founding member | Ongoing | Contributes to sustainability frameworks in hospitality |
| Adaptive Phage Therapeutics | Director | Listed in 2024 proxy | External board experience (private company) |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $500,000 | $525,000 | $543,000 |
| Bonus (Discretionary portion) | — | $27,500 | — |
| Non-Equity Incentive (Actual annual bonus paid) | $645,000 | $866,250 | $855,000 |
| Share/Unit Awards (Grant-date FV) | $1,439,792 | $1,703,360 | $1,893,234 |
| All Other Compensation | $58,136 | $60,522 | $69,769 |
| Total Compensation | $2,642,928 | $3,182,632 | $3,361,003 |
Target bonus details
| Metric | 2023 | 2024 |
|---|---|---|
| Target Cash Incentive Bonus ($) | $550,000 | $570,000 |
| Target as % of Salary | 105% | 105% |
| Program cap | 200% of target; 100% cap if material weakness | |
| Actual payout (% of target) | 162.5% | 150.0% |
| Actual bonus ($) | $893,750 | $855,000 |
Performance Compensation
2024 annual cash incentive plan – metrics, targets, outcomes
| Metric | Weight | Target | Actual | Result vs target | Payout contribution |
|---|---|---|---|---|---|
| Adjusted FFO per Share | 25% | $1.40 | $1.68 | 250.0% | 62.5% of target total |
| Gross Proceeds from Dispositions | 20% | $75M | $0M | —% | 0.0% |
| Relative Hotel EBITDA per Key | 10% | 4th of 8 peers | 2nd of 8 | 250.0% | 25.0% |
| RevPAR Penetration Index Improvement | 15% | +50 bps | +10 bps | —% | 0.0% |
| CSR Results | 10% | 10 of 14 objectives | 14 of 14 | 250.0% | 25.0% |
| Capital Markets & Balance Sheet | 15% | Debt covenant compliance and 2025 TL plan | >250% maturities addressed | 250.0% | 37.5% |
| Accounting & Compliance | 5% | No material weaknesses | No material weaknesses | 100.0% | 5.0% |
| Formula total | — | — | — | — | 155.0% |
| Discretionary adj. | — | — | — | — | (5.0%) |
| Final payout | — | — | — | — | 150.0% |
Long-term equity – design and 2024 grants
- Performance units (60% of long-term equity): Three-year measurement ending 12/31/2026; 70% Relative TSR vs peer REITs (Apple Hospitality, Chatham, DiamondRock, Host, Park, RLJ, Ryman, Summit, Sunstone, Xenia), 30% Absolute TSR; threshold/target/maximum with 200% cap; if absolute TSR < 0%, cap = 100% .
- 2024 performance units for Martz: Threshold 30,454; Target 60,908; Maximum 121,816; target grant-date fair value $1,238,260 .
- Time-based LTIP/restricted shares (40%): 40,606 units granted 2/15/2024; vest 1/3 on 1/1/2025, 1/1/2026, 1/1/2027; grant-date fair value $654,975 .
- Historical PSU realization: 2022 grant’s measurement resulted in 32.0% of target earned (68.0% forfeited) in Feb 2025 .
- No options have ever been granted under the program .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Common + LTIP units) | 632,931 |
| Ownership % of shares outstanding | 0.5% |
| LTIP units vested / unvested | 242,445 vested; 135,534 unvested (Martz) |
| Unvested time-based awards (Dec 31, 2024) | 40,606 (2024 grant); 26,063 (2023 grant); 7,133 (2022 grant) |
| Unearned performance units outstanding (max) | 121,816 (2024); 117,284 (2023); 10,272 (2022) |
| Ownership guidelines | CFO ≥ 3x salary; Martz owned ≈ $7.7M value vs $1.6M required (as of 3/7/2025 at $12.11) |
| Hedging/Pledging | Hedging and pledging prohibited for officers; policy in place |
| Clawback | Policy compliant with Rule 10D-1/NYSE; awards subject to recoupment |
Outstanding equity awards (selected details, 12/31/2024)
| Grant | Unvested time-vest units (#) | Market value ($) | Max unearned PSUs (#) | Payout value ($) |
|---|---|---|---|---|
| 2/15/2024 | 40,606 | $550,211 (at $13.55) | 121,816 | $1,650,607 (at $13.55) |
| 2/17/2023 | 26,063 | $353,154 | 117,284 | $1,589,198 |
| 5/16/2022 | 7,133 | $96,652 | 10,272 | $139,186 |
Employment Terms
| Provision | Martz Terms |
|---|---|
| Agreement effective / renewal | Effective 12/14/2009; auto-extends annually unless notice 6 months prior |
| CIC termination or resignation for Good Reason | Lump sum = 2×(salary + greater of most recent bonus or 3-year average bonus) + 2× annual benefit costs; plus accrued salary/vacation; equity acceleration per award terms; excise tax gross-up applies |
| Non-CIC termination without Cause | Lump sum = salary + greater of most recent bonus or 3-year average bonus + 2/3× annual benefit costs; equity acceleration per award terms |
| Good Reason definition (CIC-linked) | Material reduction in pay targets; adverse change in duties; diminution of reporting line; relocation >50 miles, etc. |
| Non-solicit | 1-year non-solicit/hiring restriction after termination for Cause or voluntary resign without Good Reason |
| Equity acceleration | Time-based awards vest upon CIC, death/disability, Good Reason (CIC-linked), or termination without Cause; performance awards vest up to greater of target or performance; forfeiture for Cause |
| Double-trigger cash stay bonus | If remains 1-year post-CIC: salary + greater of most recent bonus or 3-year average bonus; hypothetical 12/31/2024 CIC implies $1,398,000 for Martz |
Compensation Structure Analysis
- Mix: 2024 program puts >50% of target total compensation in long-term equity, with 60% performance-based and three-year measurement; cash bonus targets at 105% of salary with objective, quantitative metrics and strict caps .
- Metrics rigor: Annual bonus metrics include Adjusted FFO/share, relative hotel EBITDA per key, RevPAR penetration, CSR, capital markets/balance sheet, and controls—zero payout below threshold; PSU plan uses both relative and absolute TSR with a negative TSR cap at 100% .
- Governance: No options granted and repricing prohibited; clawback policy enforced; hedging/pledging prohibited .
- Shareholder support: “Say-on-pay” approval >90% in 2024; long-term average ≈90% since 2011, reflecting strong support post-2023 program changes .
Risk Indicators & Red Flags
- Excise tax gross-up: Agreements include parachute excise tax gross-up—shareholder-unfriendly element vs peers .
- CIC economics: Double-trigger cash stay bonus and accelerated vesting can increase retention value but add cost in a sale scenario .
- Trading policies: Hedging/pledging prohibited; mitigates alignment risks .
- Internal controls: No material weaknesses in 2024—bonus plan explicitly caps payout at 100% if a material weakness is found .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Over 90% of votes cast in favor; long-term average ≈90% since 2011 .
- Program best practices adopted in 2023 and continued in 2024: objective metrics, single multi-year PSU measurement period, threshold levels for each objective, no special retention awards absent extraordinary circumstances .
Compensation Peer Group (for TSR PSUs)
- Peer REITs used for Relative TSR: Apple Hospitality; Chatham; DiamondRock; Host; Park; RLJ; Ryman; Summit; Sunstone; Xenia .
Investment Implications
- Alignment: High equity-based pay with multi-year TSR metrics aligns incentives; Martz exceeds ownership guidelines significantly, and hedging/pledging are prohibited—strong alignment signals .
- Execution: 2024 capital markets actions (refi, notes issuance, facility extensions) underscore strong financial execution under Martz’s purview—a positive indicator for balance sheet risk management .
- Retention: CIC protections (2× cash multiple + equity acceleration + cash stay bonus) reduce near-term departure risk but increase potential transaction costs; presence of gross-up is a governance negative .
- Performance risk: 2024 TSR lagged peers despite hotel EBITDA per key strength; PSU cap if TSR negative curbs windfalls and tightens pay-for-performance alignment .
- Trading signals: Ongoing time-based and performance-vesting schedules through 2027 may create periodic sell-to-cover flows for tax withholding at vesting; no options outstanding reduces risk of repricing events .
Note: Detailed Form 4 insider trading analysis is not disclosed in the proxy. Corporate policy prohibits hedging and pledging; for precise recent transaction patterns, additional Form 4 data should be reviewed separately .