Thomas Fisher
About Thomas C. Fisher
Thomas C. Fisher, age 54, is Co‑President and Chief Investment Officer of Pebblebrook Hotel Trust, having joined the company in January 2010. He holds a B.S. with Distinction from Cornell’s School of Hotel Administration and previously led JLL’s national full‑service hotel investment sales platform as Managing Director, Americas. Pebblebrook’s 2024 performance metrics tied to NEO compensation included adjusted FFO/share of $1.68 vs a $1.40 target, hotel EBITDA per key ranking 2nd of 8 peers, and cumulative TSR since 1/1/2020 equivalent to $51.19 on a $100 investment versus $117.73 for the FTSE Nareit All Equity REITs Index; Hotel EBITDA per key was $31.1k in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JLL | Managing Director—Americas, led national full‑service investment sales platform | 1996–Jan 2010 | Led hotel investment sales nationally; prior roles in investment services |
| The Harlan Company | Associate (investment banking boutique) | 1994–1996 | Advised on commercial real estate investment services (sales, capital raises, tenant representation) |
| Prudential Realty Group | Real Estate Analyst | 1993–1994 | General account investments across hotel, office, retail |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Hotel & Lodging Association (AHLA) | Past Chair, Hospitality Investment Roundtable | n/d | Industry leadership and network exposure |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $500,000 | $525,000 | $543,000 |
| Target Cash Incentive Bonus ($) | — | — | $570,000 |
| Actual Cash Incentive Bonus ($) | $645,000 | $893,750 (=$27,500 discretionary + $866,250 formula) | $855,000 (paid Feb 2025) |
Performance Compensation
2024 Annual Cash Incentive Objectives and Outcomes
| Metric | Weighting | Target | Actual | Payout multiplier | Payout contribution to total |
|---|---|---|---|---|---|
| Adjusted FFO per share | 25% | $1.40 | $1.68 | 250% | 62.5% of target total |
| Gross proceeds from dispositions | 20% | $75M | $0M | 0% | 0% |
| Relative hotel EBITDA per key increase vs peers | 10% | 4th of 8 | 2nd of 8 | 250% | 25.0% |
| Portfolio RevPAR penetration index improvement | 15% | +50 bps | +10 bps | 0% | 0% |
| CSR results (meet 10 of 14 objectives) | 10% | ≥10 of 14 | 14 of 14 | 250% | 25.0% |
| Capital markets & balance sheet | 15% | Debt covenant compliance; plan for $410M 2025 term loan | >250% of maturities addressed | 250% | 37.5% |
| Accounting & compliance | 5% | No material weakness | No material weakness | 100% | 5.0% |
| Formula total | — | — | — | — | 155.0% |
| Discretionary adjustment | — | — | — | — | −5.0% |
| Paid (as % of target bonus) | — | — | — | — | 150.0% (paid Feb 2025) |
Note: Annual bonus paid in cash; vesting immediate upon award approval in Feb 2025 .
Long‑Term Equity Incentives (2024 grants)
| Component | Grant date | Structure | Metrics / Weighting | Target / Threshold / Max | Vest schedule | Grant‑date fair value |
|---|---|---|---|---|---|---|
| Performance units | Feb 15, 2024 | PSU settles in common shares | Relative TSR vs 10 lodging REITs (70%); Absolute TSR (30%); cap at 100% if absolute TSR < 0% | Target 60,908; Threshold 30,454; Max 121,816 | 3‑yr period ending 12/31/2026; continuous employment required; dividends accrue and pay only on vest | $1,238,260 (probable outcome at grant) |
| Time‑based LTIP units/common shares | Feb 15, 2024 | Time vesting equity | n/a | 40,606 units | 1/3 on Jan 1, 2025/2026/2027 | $654,975 |
Historical PSU vesting outcome: 2022 PSU cycle vested at 32% of target in Feb 2025 (68% forfeited) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 550,541 shares/LTIP units (0.5% of shares outstanding) |
| Vested vs unvested (select grants) | Unvested time‑based: 96,015 (2/18/2021, vest qtrs 2023–2026) ; 7,133 (5/16/2022, vest 2023–2025) ; 26,063 (2/17/2023, vest 2024–2026) ; 40,606 (2/15/2024, vest 2025–2027) |
| Performance units unearned (max) | 10,272 (5/16/2022) ; 117,284 (2/17/2023) ; 121,816 (2/15/2024) |
| Shares/units vested in 2024 | 97,231 units; $1,557,004 value realized |
| Stock ownership guideline | 3x base salary required for CIO; Fisher holds ~$6.7M vs ~$1.6M required—exceeds guideline |
| Hedging / pledging | Hedging prohibited; pledging prohibited by policy; no Fisher pledges disclosed |
| Stock options | Company has never granted options or SARs—none outstanding for Fisher |
Upcoming delivery and potential selling pressure: Scheduled time‑based vesting on Jan 1, 2026 and Jan 1, 2027 from 2023 and 2024 awards; 2024 PSU tranche settles after 12/31/2026 subject to TSR outcomes .
Employment Terms
| Provision | Key economics / terms |
|---|---|
| Agreement term | Change‑in‑control (CIC) severance agreement effective since Mar 5, 2010; auto‑renews annually (extended Mar 5, 2025) |
| CIC severance (double‑trigger) | If terminated without cause or resigns for Good Reason in connection with/within 1 year of CIC: lump sum cash equal to 2x (salary + greater of last bonus or 3‑yr average) + 2x benefits; accelerated vesting of equity; excise tax gross‑up eligible |
| Estimated CIC payout (12/31/2024) | Cash $3,730,209; equity acceleration $4,355,878; excise tax gross‑up $2,469,452; total $10,555,539 |
| Non‑CIC termination without cause | Cash $2,230,931; equity acceleration $4,355,878; total $6,586,809 |
| Death/disability | Equity acceleration $4,355,878 |
| Cash stay bonus (double‑trigger retention) | If remains employed 1 year post‑CIC: base salary + greater of last/3‑yr avg bonus; Fisher example $1,398,000 if CIC occurred 12/31/2024 and remained through 12/31/2025 |
| Clawback | Compensation recoupment policy fully compliant with SEC Rule 10D‑1/NYSE standards |
| Restrictive covenants | 1‑year non‑solicitation following termination for cause or voluntary resignation without Good Reason |
| Equity vesting triggers | Time‑based: vest on CIC, death/disability, resignation for Good Reason (in connection with CIC), termination without cause, qualifying retirement; for cause forfeiture |
| PSU vesting on triggers | Up to greater of target or performance‑determined units on CIC, death/disability, resignation for Good Reason (in connection with CIC), termination without cause, qualifying retirement; for cause forfeiture |
Compensation Structure Notes
- Pay mix emphasizes long‑term equity (57% of target total compensation for non‑CEO NEOs) with multi‑year TSR metrics; annual base salary is ~21% of target for non‑CEO NEOs .
- 2024 bonus metrics are entirely quantitative (90% objective), include thresholds, and cap total payout at 200% (and at 100% if material weakness found) .
- Say‑on‑pay support remained >90% in 2024; committee targets aggregate NEO compensation below lodging REIT averages .
Compensation Peer Group (TSR performance units)
| Peer companies used for relative TSR PSU metric (2024 grant) |
|---|
| Apple Hospitality REIT, Chatham Lodging Trust, DiamondRock Hospitality, Host Hotels & Resorts, Park Hotels & Resorts, RLJ Lodging Trust, Ryman Hospitality Properties, Summit Hotel Properties, Sunstone Hotel Investors, Xenia Hotels & Resorts |
Investment Implications
- Alignment: Significant equity weighting, strict ownership guidelines (Fisher materially exceeds) and TSR‑based PSUs create direct linkage of realized pay to shareholder outcomes; hedging/pledging prohibitions reduce misalignment risks .
- Retention and CIC economics: Double‑trigger CIC with equity acceleration and tax gross‑up increases transaction costs; estimated CIC package of ~$10.6M suggests meaningful retention value but potential deal friction; 1‑year stay bonus further stabilizes leadership post‑CIC .
- Near‑term flow/supply: Scheduled vesting on Jan 1 of 2026 and 2027 from time‑based grants and PSU settlement after 12/31/2026 may create episodic insider share delivery; 2024 PSU cycle vested only 32%, evidencing performance sensitivity .
- Performance linkage: 2024 bonuses were reduced discretionary to 150% despite multiple max achievements, acknowledging TSR context; continued focus on adjusted FFO/share, hotel EBITDA per key vs peers, and capital markets execution ties pay to value creation levers investors track .