Bryan A. Giglia
About Bryan A. Giglia
Bryan A. Giglia, age 48, is Chief Executive Officer of Sunstone Hotel Investors (SHO) and a director since 2023. He joined Sunstone in 2004 and rose through finance roles to CFO in 2013, then was appointed CEO on March 7, 2022; he previously held accounting roles at Hilton Hotels Corporation and holds an MBA from USC Marshall and a BS from the University of Arizona . Company pay-versus-performance reports show the value of a $100 investment of SHO stock at $91.84 in 2024 and $80.68 in 2023 (cumulative TSR points), with AFFO per share targets actively used in incentives (e.g., $0.80, $0.89, $0.98 scale in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunstone Hotel Investors | CEO | 2022–present | Leads capital recycling, portfolio investment, and capital return strategy; board director |
| Sunstone Hotel Investors | EVP & CFO | 2016–2022 | Led capital markets, FP&A, investor relations; transitioned to CEO |
| Sunstone Hotel Investors | SVP Corporate Finance | 2010–2013 | Oversaw capital markets, FP&A, IR |
| Sunstone Hotel Investors | Financial roles including Director of Finance | 2004–2010 | Built finance capabilities post-IPO |
| Hilton Hotels Corporation | Accounting positions | 1998–2002 | Hotel accounting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Hotel & Lodging Association (AHLA) | Board member | Current | Industry advocacy and policy engagement |
Fixed Compensation
Multi-year CEO compensation (select elements):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $591,346 | $650,000 | $700,000 |
| Non-Equity Incentive (Annual Bonus) ($) | $1,085,906 | $944,684 | $565,523 |
| Stock Awards (Grant-Date Fair Value) ($) | $3,616,381 | $2,365,543 | $2,533,202 |
2024 bonus determination used a 75% company/25% individual weighting with objective payouts by component; Bryan’s total was $565,523 with zero payout on Investment/Rebranding due to below-threshold performance .
Performance Compensation
Annual equity award structure emphasizes performance-aligned RSUs with a 3-year horizon and time-based RSAs for retention.
- 2024 grants:
- Performance RSUs: $1,800,000 target; 167,910 shares; vest at 0–200% based on SHO’s Relative TSR vs FTSE Nareit Lodging/Resorts Index (≥$500mm mkt cap); negative absolute TSR reduces vesting by 25% .
- Time-based RSAs: $600,000; 55,970 shares; vest in equal annual installments over 3 years (Feb 15) .
Promotion equity (March 2022):
- One-time performance RSUs for price hurdles ($13.50, $15.00, $16.50, $18.00, $19.50 achieved over 20 consecutive trading days), vest on later of hurdle achievement and 3rd anniversary; special vesting in CoC or qualifying termination .
2024 Annual Cash Incentive – CEO detail:
| Metric | Weight (of total cash bonus) | Threshold | Target | Max | Actual | Payout ($) |
|---|---|---|---|---|---|---|
| AFFO per Share | 15.00% | $0.80 | $0.89 | $0.98 | $0.80 | $70,875 |
| Capital Recycling (1–5 scale) | 26.25% | 1.0 | 3.0 | 5.0 | 2.0 | $186,047 |
| Investment/Rebranding (1–5) | 18.75% | 1.0 | 3.0 | 5.0 | Below threshold | $0 |
| Asset Management (1–5) | 15.00% | 1.0 | 3.0 | 5.0 | 2.0 | $106,313 |
| Individual Objectives (1–5) | 25.00% | 1.0 | 3.0 | 5.0 | 2.43–4.30 | $202,289 |
| Total | 100% | — | — | — | — | $565,523 |
Performance RSU vesting outcomes:
- 2022–2024 3-year Performance RSUs vested between Target and Maximum at the 72nd percentile of the index (reductions apply for negative TSR); earned CEO RSUs from 2022 grant: 142,370 shares .
Equity Ownership & Alignment
- Beneficial ownership: 676,397 shares (less than 1%) as of March 5, 2025; includes 165,688 unvested time-based restricted shares; excludes up to 1,114,668 unvested performance RSUs subject to forfeiture .
- Outstanding equity as of FY2024 year-end includes 55,970 unvested RSAs (2024), 35,898 RSAs (2023), and performance RSU tranches at target levels for 2023/2024 cycles .
- Ownership guidelines: CEO must hold ≥6x base salary in stock within 4 years of appointment; status: executives (other than the newly promoted CFO) met or exceeded guidelines as of Jan 1, 2025 .
- Hedging & pledging: Prohibited for insiders; margin accounts and hedging transactions disallowed .
- Dividend equivalents: Payable only upon vesting of performance RSUs (no dividend equivalents on time-based RSAs) .
Employment Terms
- Employment agreements (amended Aug 29, 2022): Provide base salary, annual cash incentive eligibility, annual equity awards; include restrictive covenants (non-solicit, non-disparagement) .
- Severance: If terminated without cause or for good reason, cash equals 2x (base salary + greater of target annual bonus or last actual annual bonus) plus earned/unpaid bonus and prorated target bonus; 18 months of company-paid health coverage; time-based equity vests in full; performance RSUs vest pro-rata based on actual performance to date .
- Change-in-control: Double-trigger required; if awards not assumed, time-based vests fully and performance RSUs vest based on actual performance; special provisions apply for promotion RSUs/RSAs .
- Clawback: Compensation recovery policy compliant with Exchange Act Section 10D and NYSE listing standards .
Board Governance
- Bryan serves on SHO’s board since 2023 and is not a committee member; all committees are comprised solely of independent directors (Audit, Compensation, Nominating & Corporate Governance) .
- Board leadership: Independent Chair (Douglas M. Pasquale); CEO is not Chair, mitigating dual-role concerns; executive sessions of independent directors held quarterly .
- Independence: All directors other than the CEO are independent under NYSE rules .
Director Compensation (Employee Director)
- SHO reports independent director compensation separately; as an employee director, Bryan’s compensation is covered under executive pay, not director retainers .
Performance & Track Record
Company highlights:
- 2024: $230mm acquisition (Hyatt Regency San Antonio Riverwalk), ~$160mm portfolio investment, ~$100mm capital returned; extended maturities, unencumbered portfolio, $180mm year-end cash and $500mm revolver availability .
- 2023: $370mm sale (Boston Park Plaza) with doubled earnings over ownership period, ~$110mm capital investment, ~$120mm capital returned; extended maturities; ~$1bn liquidity . Financial trend (USD): | Metric | FY 2022 | FY 2023 | FY 2024 | |---|---|---|---| | Revenues ($) | 576,170,000 | 619,277,000 | 559,061,000 | | EBITDA ($) | 225,679,000* | 245,163,000* | 203,099,000* | *Values retrieved from S&P Global.
Pay-versus-performance: Value of $100 investment – 2024: 91.84; 2023: 80.68; 2022: 70.53; with AFFO per share at $0.80 in 2024 and $0.95 in 2023 (company incentive metric) .
Compensation Structure Analysis
- Cash vs equity mix: Emphasis on at-risk pay (~83% CEO target compensation performance-based/at-risk; ~77% for other NEOs) .
- Shift to RSUs: Since 2022, 75% performance RSUs with 3-year relative TSR measurement; time-based RSAs at 25% for retention; negative absolute TSR haircut ensures downside alignment .
- No options and repricing prohibited; double-trigger CoC vesting mitigates windfalls .
- Clawback policy and strict anti-hedging/pledging strengthen alignment .
- Say-on-pay support: 96.8% (2023) and 96.9% (2024) approval, indicating shareholder endorsement .
Compensation Peer Group (Benchmarking)
SHO uses hotel REIT and size/geography peers for executive compensation benchmarking; hotel REIT peers include Apple Hospitality, DiamondRock, Host, Park, Pebblebrook, RLJ, Ryman, Summit, Xenia, Hersha (privatized in 2023) .
Equity Grants & Vesting Schedules (Selected)
- 2024: Performance RSUs 167,910 shares; vest at end of 2024–2026 period scaled by index percentile; RSAs 55,970 shares vest one-third annually on Feb 15, 2025–2027 .
- 2023: Performance RSUs 161,544 shares; RSAs 53,848 shares; RSAs vest in thirds on Feb 15, 2024–2026 .
- Promotion RSUs: Price-hurdle vesting tranches; acceleration in CoC/qualifying termination .
Risk Indicators & Red Flags
- Anti-hedging and pledging policies in place; no related party transactions reported since FY2024; double-trigger CoC and no excise tax gross-ups reduce governance risk .
Equity Ownership Detail (Vested vs Unvested)
| Category | Shares/Units |
|---|---|
| Beneficial ownership (CEO) | 676,397 (includes 165,688 unvested time-based RSAs; excludes up to 1,114,668 unvested performance RSUs) |
| Unvested RSAs at FY2024 YE | 55,970 (2024 grant); 35,898 (2023 grant); plus prior tranches per schedule |
| Performance RSUs at target (FY2023/FY2024 cycles) | 161,544 (2023); 167,910 (2024) |
Employment & Contracts Summary
- Term: Continues until terminated per agreement .
- Severance multiple: 2x salary+bonus (greater of target or prior actual), plus prorated target bonus; benefits for 18 months; time-based vesting accelerates; performance awards vest pro-rata based on actual performance .
- Change-in-control: Double-trigger required; non-assumed awards vest based on actual performance; promotion awards vest under specified conditions .
- Covenants: Non-solicit and non-disparagement; indemnification agreements in place .
Say-on-Pay & Shareholder Feedback
- Approval levels: 96.8% in 2023; 96.9% in 2024 .
- Ongoing engagement on strategy, capital allocation, ESG, board governance, and compensation .
Investment Implications
- Alignment: Strong performance linkage through 3-year relative TSR RSUs with negative TSR haircut; ownership guidelines at 6x salary; anti-hedging/pledging and clawback policies limit misalignment risk .
- Retention vs pressure: Material unvested RSU/RSA balances create retention incentives; near-term cash bonus variability (e.g., 2024 below-target bonus) suggests sensitivity to operational execution (AFFO/leisure volumes; project delays at Andaz Miami Beach) .
- Governance: Independent Chair and independent committees mitigate CEO/director dual-role; double-trigger CoC avoids single-trigger payouts .
- Execution track record: Active capital recycling and investments underpin future EBITDA growth; however, 2024 revenue and EBITDA moderated vs 2023 amid operational headwinds (financials below). Sustained delivery on portfolio investments and asset transitions will be critical to RSU vesting outcomes .
Financial trend (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 576,170,000 | 619,277,000 | 559,061,000 |
| EBITDA ($) | 225,679,000* | 245,163,000* | 203,099,000* |
| *Values retrieved from S&P Global. |
Key references for governance and compensation design: pay-for-performance policy, clawback, ownership requirements, anti-hedging/pledging, committee independence .
Notes
- All vesting schedules, grant sizes, and incentive mechanics cited from SHO’s 2025 and 2024 proxy statements and 2022 8-K executive appointment filings .
- No hedging or pledging allowed; dividend equivalents only on performance RSUs upon vesting .
- Director compensation data applies to independent directors; employee directors compensated under executive program .