Robert C. Springer
About Robert C. Springer
Robert C. Springer serves as President and Chief Investment Officer of Sunstone Hotel Investors (SHO), appointed effective March 7, 2022, after previously serving as EVP–CIO since 2013 and SVP–Acquisitions since joining in 2011; he was 44 at appointment and holds a B.S. in Hotel Administration from Cornell University . The 2024 annual bonus framework tied management to key metrics (AFFO/share, capital recycling, investment/rebranding, asset management, and individual objectives), with AFFO/share set at $0.80/$0.89/$0.98 (Thr/Target/Max) and relative TSR (RSR) driving long-term PSUs; had the 2023–2024 PSU periods ended Dec 31, 2024, RSR would have paid at Maximum, while 2024 AFFO/share achieved Threshold ($0.80) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunstone Hotel Investors | President & CIO | 2022–present | Leads portfolio strategy, capital recycling, asset management, and value-creation initiatives |
| Sunstone Hotel Investors | EVP – Chief Investment Officer | 2013–2022 | Oversaw investments, acquisitions/dispositions; elevated portfolio quality |
| Sunstone Hotel Investors | SVP – Acquisitions | 2011–2013 | Led acquisitions; established investment pipeline |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman, Sachs & Co. (Merchant Banking) | Vice President (Lodging Investments) | 2006–2011 | Executed lodging investments; capital markets and deal underwriting experience |
| Host Hotels & Resorts | Feasibility & Acquisitions | 2004–2006 | Property underwriting and transaction analysis |
| PricewaterhouseCoopers, LLP | Hospitality Consulting Group | 1999–2004 | Hospitality feasibility and advisory foundation |
Fixed Compensation
Multi-year Summary Compensation (NEO SCT)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 541,346 | 575,000 | 575,000 |
| Stock Awards (Grant-date fair value) | 3,257,976 | 1,860,534 | 2,005,460 |
| Non-Equity Incentive Plan Compensation (Annual Bonus) | 995,414 | 835,682 | 466,963 |
| All Other Compensation | 60,346 | 101,280 | 133,866 |
| Total | 4,855,082 | 3,372,496 | 3,181,289 |
All Other Compensation – 2024 detail
| Component | Amount (USD) |
|---|---|
| Company contributions to 401(k) Plan | 46,000 |
| Dividends paid on awarded but unvested stock | 79,929 |
| Employer charitable matching contributions | 5,000 |
| Company hotel reimbursement credit | 2,937 |
| Total | 133,866 |
Compensation structure highlights (targets expressed as % of base salary)
- Annual bonus opportunity: Threshold 67.5%, Target 135%, Maximum 202.5% for CEO/President tier; applies to Springer .
- Program features: No CIC/severance tax gross-ups; clawback policy compliant with SEC/NYSE; prohibition on hedging/pledging shares .
Performance Compensation
2024 Annual Cash Incentive – metrics, targets, actuals, and payout
| Metric | Weight (of total cash bonus) | Threshold | Target | Maximum | 2024 Actual | Payout to Springer (USD) |
|---|---|---|---|---|---|---|
| AFFO per Share | 15.00% | $0.80 | $0.89 | $0.98 | $0.80 (Threshold) | 58,219 |
| Capital Recycling (count) | 26.25% | 1.0 | 3.0 | 5.0 | 2.0 | 152,824 |
| Investment/Rebranding (project milestones) | 18.75% | 1.0 | 3.0 | 5.0 | Below Threshold | — (zero) |
| Asset Management | 15.00% | 1.0 | 3.0 | 5.0 | 2.0 | 87,328 |
| Individual Objectives | 25.00% | 1.0 | 3.0 | 5.0 | 2.43–4.30 (range) | 168,592 |
| Total Cash Incentive Bonus | — | — | — | — | — | 466,963 |
Long-Term Equity Incentive – design and 2024 grants
- Design: 75% PSUs based on 3-year Relative TSR vs. FTSE Nareit Lodging/Resort Index (≥$500mm market cap). Vesting: Below Threshold <30th pct (0%), Threshold 30th (50%), Target 55th (100%), Maximum ≥80th (200%); if absolute TSR negative, payout reduced 25%. 25% time-based RSAs vest in three equal annual tranches each Feb 15 following grant .
- 2024 grants to Springer: RSAs $475,000 (44,310 shares); PSUs (target) $1,425,000 (132,929 shares) .
- Performance context: For 2023 and 2024 PSU cohorts, RSR would have achieved Maximum if the period ended Dec 31, 2024 (observational; not an actual vesting) .
Promotion awards (one-time, March 7, 2022) – structure and vesting
- Time-based restricted stock: 62,668 shares; vests 10% on each of Mar 7, 2023/2024/2025/2026 and 60% on Mar 7, 2027; full vest on CIC or qualifying termination .
- Performance-vesting RSUs: 94,002 shares; 20% tranches earned upon sustaining share price targets of $13.50, $15.00, $16.50, $18.00, $19.50 for 20 consecutive trading days within Mar 7, 2022–Mar 7, 2027; earned tranches vest on later of target achievement or 3rd anniversary; special treatment on CIC/qualifying termination .
2023 equity awards (for reference)
- 2023 RSAs: $437,500 (42,352 shares), 3-year ratable vesting on Feb 15 each year .
- 2023 PSUs (Target): $1,312,500 (127,057 shares), 3-year RSR .
Equity Ownership & Alignment
Security ownership and guidelines
- Beneficial ownership: 590,078 shares; marked “*” in table = less than 1% of outstanding (201,198,892 shares outstanding as of Mar 5, 2025) .
- Executive stock ownership policy: President required to hold ≥6x base salary; as of Jan 1, 2025, all executive officers other than Mr. Reyes met/exceeded requirements (includes Springer) .
- Hedging/pledging: Prohibited for executive officers and directors .
Outstanding unvested equity at 12/31/2024 (market value at $11.84/share)
| Grant Date | Type | Shares Unvested (#) | Market Value (USD) |
|---|---|---|---|
| 2/12/2024 | Time-Based RSAs | 44,310 | 524,630 |
| 2/09/2023 | Time-Based RSAs | 28,234 | 334,291 |
| 3/07/2022 | Time-Based RSAs | 50,134 | 593,587 |
| 2/10/2022 | Time-Based RSAs | 7,913 | 93,690 |
| 2/12/2024 | PSUs (Target, unearned) | 132,929 | 1,573,879 |
| 2/09/2023 | PSUs (Target, unearned) | 127,057 | 1,504,355 |
| 3/07/2022 | Promotion PSUs (unearned) | 94,002 | 1,112,984 |
Known time-based vesting calendar (excluding PSUs) per proxy schedule
| Vesting Date | Shares Scheduled to Vest (Springer) |
|---|---|
| 2/15/2025 | 7,913 (2/10/22) + 14,117 (2/09/23) + 14,772 (2/12/24) = 36,802 |
| 3/07/2025 | 6,267 (3/07/22) |
| 2/15/2026 | 14,117 (2/09/23) + 14,769 (2/12/24) = 28,886 |
| 3/07/2026 | 6,267 (3/07/22) |
| 2/15/2027 | 14,769 (2/12/24) |
| 3/07/2027 | 37,600 (3/07/22) |
Additional alignment and overhang considerations
- Company currently does not grant or have outstanding stock options or other “option-like” awards; no option exercises in 2024 .
- Dividend equivalents on PSUs are paid only if/when awards vest; none on unearned PSUs .
Employment Terms
- Current base salary and bonus mechanics: 2024 base $575,000; annual bonus Threshold/Target/Max at 67.5%/135%/202.5% of salary for President tier .
- Employment agreements: Open-ended until terminated; eligibility for annual cash bonus and equity awards; restrictive covenants include non‑solicitation and non‑disparagement; indemnification agreements in place .
- Severance (no cause/good reason): Cash = 2x (base + greater of target bonus or prior-year actual), plus pro‑rated current-year target bonus; 18 months of company-paid health coverage; full vesting of time-based equity; PSUs vest pro rata based on actual performance as of termination; promotion awards follow specified actual-achievement treatment; double‑trigger applies for CIC; no excise tax gross‑ups .
- Clawback: SEC/NYSE-compliant compensation recovery policy .
Scenario modeling (as if termination occurred on 12/31/2024)
| Scenario | Cash Severance (USD) | Health Coverage (USD) | Unvested Stock (USD) | Total (USD) |
|---|---|---|---|---|
| Company without Cause / Exec with Good Reason | 3,597,614 | 63,903 | 6,284,670 | 9,946,187 |
| Death or Disability | 1,351,250 | 63,903 | 5,691,084 | 7,106,237 |
| CIC + Qualifying Termination (Double Trigger) | 3,597,614 | 63,903 | 9,513,340 | 13,174,857 |
Investment Implications
- Pay-for-performance alignment appears robust: 75% of annual equity in PSUs tied to RSR with an absolute TSR governor; 2023–2024 PSU performance was tracking at maximum as of 12/31/24, but PSU payout remains contingent on full-period results, which introduces meaningful upside/downside leverage relative to peers .
- Near-term selling pressure from vesting is manageable but visible: multiple RSA tranches vest through 2027, with the largest single-date vest in March 2027 (37,600 shares), and 2024–2026 annual tranches; PSUs could add supply if high performance is sustained to vesting .
- Strong ownership alignment and governance: substantial personal equity stake (590,078 shares), compliance with 6x salary holding requirement, and strict anti‑hedging/pledging and clawback policies reduce misalignment and risk-taking concerns .
- Retention risk mitigated but CIC costs are meaningful: Double‑trigger CIC equity acceleration and 2x cash severance create significant potential payouts (up to $13.2M modeled), which could influence deal economics; however, absence of tax gross‑ups and use of performance PSUs reflect shareholder-friendly design .
- Execution focus areas: 2024 cash bonus outcomes reflect pressure from capital project delays (Andaz Miami Beach and Marriott Long Beach Downtown) and below-target capital recycling/asset management attainment, underscoring operational execution as a key determinant of near-term cash pay and long-term value creation under Springer's remit .
Notes: Company disclosed no related‑party transactions for Springer at appointment, and no stock options outstanding/exercised in 2024 .