Form 4: Pebblebrook Hotel Trust Executive Raymond Martz Reports Share Award and Tax Payment

Raymond Martz, Co-President, CFO, Treasurer, and Secretary of Pebblebrook Hotel Trust, reports acquisition of shares from a performance-based equity incentive award and disposition of shares for tax obligations.

Summary

• Raymond D. Martz, a Co-President, CFO, Treasurer, and Secretary of Pebblebrook Hotel Trust, filed a Form 4 detailing changes in beneficial ownership.
• On February 7, 2025, Martz acquired 10,272 common shares related to a performance-based equity incentive award from May 2022.
• The shares were issued following certification by the Compensation Committee that performance objectives were achieved, with Martz earning 32.0% of the target shares.
• Also on February 7, 2025, Martz disposed of 4,810 common shares to cover tax obligations at a price of $12.81 per share.
• Martz also acquired 47,426 LTIP Class B Units.
• Following these transactions, Martz directly owns 254,952 common shares and 377,979 LTIP Class B Units.
• 15,809 LTIP Class B Units will vest on January 1, 2026, 15,809 will vest on January 1, 2027, and 15,808 will vest on January 1, 2028, subject to continued employment.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The acquisition of shares based on performance is a positive signal, while the sale for tax purposes is a neutral event. The continued vesting of LTIP units incentivizes long-term commitment.

Positives

• The acquisition of shares indicates that performance objectives were met, suggesting positive performance for the company.

Negatives

• The sale of shares to cover tax obligations could be perceived negatively, although it's a common practice.

Risks

• Future vesting of LTIP Class B Units is contingent on continued employment, creating a potential risk if Martz were to leave the company.

Future Outlook

Future vesting of LTIP Class B Units is dependent on continued employment.

Industry Context

Executive stock transactions are common in the hotel industry and are often tied to performance-based compensation plans. These transactions can provide insights into management's confidence in the company's future prospects.

Comparison to Industry Standards

• Performance-based equity awards are a standard practice in the hospitality industry to align executive compensation with company performance.
• Companies like Host Hotels & Resorts and Park Hotels & Resorts also utilize similar equity incentive plans for their executives.
• The vesting schedules for LTIP units are typical, with vesting occurring over several years to incentivize long-term commitment.

Stakeholder Impact

• The acquisition of shares based on performance can positively impact shareholder confidence.
• The vesting of LTIP units incentivizes management to focus on long-term value creation, benefiting shareholders.

Key Dates