Chatham Lodging Trust Stock Compensation Disclosure

11.	Equity Incentive Plan

 

The Company maintains its Equity Incentive Plan to attract and retain independent trustees, executive officers and other key employees. The plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units, and other equity-based awards. The plan was amended on May 6, 2025 to increase the maximum number of shares available under the plan by 2,150,000 shares and to increase the individual grant limit with respect to performance units. The plan has a 10-year term that expires on  March 22, 2032. Share awards under the plan generally vest over three to five years, though compensation for the Company’s independent trustees includes share grants that vest immediately. The Company pays dividends on unvested shares and units, except for performance-based units, for which 10% of dividends on unvested performance-based units are paid and the remaining 90% of dividends are accrued and not paid until those units vest. Certain awards may provide for accelerated vesting if there is a change in control. As of December 31, 2025, there were 2,271,462 common shares available for issuance under the Equity Incentive Plan.

 

Restricted Share Awards

 

From time to time, the Company may award restricted shares under the Equity Incentive Plan as compensation to officers, employees and non-employee trustees. The Company recognizes compensation expense for the restricted shares on a straight-line basis over the vesting period based on the fair market value of the shares on the date of issuance.

 

A summary of the Company’s restricted share awards for the years ended December 31, 2025, 2024 and 2023 is as follows:

 

		December 31, 2025								December 31, 2024								December 31, 2023
						Weighted -								Weighted -								Weighted -
						Average Grant								Average Grant								Average Grant
		Number of				Date Fair				Number of				Date Fair				Number of				Date Fair
		Shares				Value				Shares				Value				Shares				Value
Non-vested at beginning of the period			4,581			$	10.91				5,789			$	11.78				6,666			$	11.47
Granted			8,044				8.08				2,943				10.20				2,457				12.21
Vested			(1,800	)			11.11				(4,151	)			11.62				(3,334	)			11.47
Unvested at end of the period			10,825			$	8.78				4,581			$	10.91				5,789			$	11.78

 

As of December 31, 2025 and 2024, there were $60 thousand and $33 thousand, respectively, of unrecognized compensation costs related to restricted share awards. As of December 31, 2025, these costs were expected to be recognized over a weighted–average period of approximately 1.9 years. For the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $38 thousand, $42 thousand and $47 thousand, respectively, of expense related to the restricted share awards. This expense is included in general and administrative expenses in the accompanying consolidated statements of operations.

 

Long-Term Incentive Plan Awards

 

LTIP units are a special class of partnership interests in the Operating Partnership which may be issued to eligible participants for the performance of services to or for the benefit of the Company. Under the Equity Incentive Plan, each LTIP unit issued is deemed equivalent to an award of one common share thereby reducing the number of shares available for other equity awards on a one-for-one basis.

 

A summary of the Company's LTIP unit awards for the years ended December 31, 2025, 2024 and 2023 is as follows:

 

		December 31, 2025								December 31, 2024								December 31, 2023
						Weighted -								Weighted -								Weighted -
						Average Grant								Average Grant								Average Grant
		Number of				Date Fair				Number of				Date Fair				Number of				Date Fair
		Units				Value				Units				Value				Units				Value
Non-vested at beginning of the period			1,139,564			$	13.88				999,955			$	15.37				905,525			$	15.03
Granted			634,293				8.60				512,264				11.18				466,988				14.36
Vested			(315,563	)			14.31				(322,025	)			14.03				(372,558	)			13.27
Forfeited			(80,731	)			18.58				(50,630	)			15.02				—				—
Non-vested at end of period			1,377,563			$	11.08				1,139,564			$	13.88				999,955			$	15.37

 

Time-Based LTIP Awards

 

On March 1, 2025, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 253,722 time-based awards (the “2025 Time-Based LTIP Unit Award”). The grants were made pursuant to award agreements that provide for time-based vesting (the "LTIP Unit Time-Based Vesting Agreement").

 

Time-Based LTIP Unit Awards will vest ratably provided that the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Prior to vesting, a holder is entitled to receive distributions on the LTIP units that comprise the 2025 Time-Based LTIP Unit Awards and the prior year LTIP unit awards set forth in the table above.

 

Performance-Based LTIP Awards

 

On March 1, 2025, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, also granted 380,571 performance-based awards (the "2025 Performance-Based LTIP Unit Awards"). The grants were made pursuant to award agreements that have market based vesting conditions. The Performance-Based LTIP Unit Awards are comprised of Class A Performance LTIP units that will vest only if and to the extent that (i) the Company achieves certain long-term market based TSR criteria established by the Compensation Committee and (ii) the recipient remains employed by the Company through the applicable vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Compensation expense is based on an estimated value of $9.37 per 2025 Performance-Based LTIP Unit Award, which takes into account that the number of units that ultimately may vest will depend on the achievement of long-term market-based TSR criteria. The 2025 Performance-Based LTIP Unit Awards have an absolute negative TSR modifier which may reduce payout percentages if the absolute TSR over the measurement period is negative.

 

The 2025 Performance-Based LTIP Unit Awards may be earned based on the Company's relative TSR performance for the three-year period beginning on March 1, 2025 and ending on February 29, 2028. The 2025 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 200% of target value as follows:

 

	Relative TSR Hurdles (Percentile)		Payout Percentage
Threshold	25th		50%
Target	55th		100%
Maximum	80th		200%

 

Payouts at performance levels in between the hurdles will be calculated by straight-line interpolation.

 

The Company estimated the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures, using the Monte Carlo Approach. In determining the discounted value of the LTIP units, the Company considered the inherent uncertainty that the LTIP units would never reach parity with the other common units of the Operating Partnership and thus have an economic value of zero to the grantee. Additional factors considered in estimating the value of the LTIP units included discounts for illiquidity; expectations for future dividends; risk free interest rates; stock volatility; and economic environment and market conditions.

 

The grant date fair value of the LTIPs and the assumptions used to estimate the values are as follows:

 

			Number				Estimated
			of Units				Value								Dividend				Risk-Free
	Grant Date		Granted				per Unit				Volatility				Yield				Interest Rate
2020 Time-Based LTIP Unit Awards	3/1/2020			130,206			$	13.05				20	%			—	%			1.06	%
2020 Performance-Based LTIP Unit Awards (1)	3/1/2020			195,301			$	13.66				20	%			8.1	%			0.90	%
2021 Time-Based LTIP Unit Awards	3/1/2021			132,381			$	12.52				78	%			—	%			0.08	%
2021 Performance-Based LTIP Unit Awards (2)	3/1/2021			198,564			$	15.91				64	%			3.4	%			0.30	%
2022 Time-Based LTIP Unit Awards	3/1/2022			152,004			$	12.33				80	%			—	%			1.01	%
2022 Performance-Based LTIP Unit Awards (3)	3/1/2022			228,000			$	18.58				66	%			3.5	%			1.44	%
2023 Time-Based LTIP Unit Awards	3/1/2023			171,171			$	11.11				37	%			—	%			5.11	%
2023 Performance-Based LTIP Unit Awards	3/1/2023			256,757			$	16.64				69	%			3.5	%			4.61	%
2024 Time-Based LTIP Unit Awards	3/1/2024			204,909			$	9.33				35	%			—	%			4.92	%
2024 Performance-Based LTIP Unit Awards	3/1/2024			307,355			$	12.42				35	%			2.6	%			4.32	%
2025 Time-Based LTIP Unit Awards	3/1/2025			253,722			$	7.44				29	%			—	%			4.14	%
2025 Performance-Based LTIP Unit Awards	3/1/2025			380,571			$	9.37				33	%			3.0	%			4.04	%

 

(1) In February 2023, following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period, 234,361 LTIP units vested.

 

(2) In February 2024, following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period, 170,173 LTIP units vested.

 

(3) In February 2025, following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period, 142,905 LTIP units vested.

 

The Company recorded $5.7 million, $5.8 million and $5.6 million in compensation expense related to the LTIP units for years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, there was $6.5 million and $6.8 million, respectively, of total unrecognized compensation cost related to LTIP units. This cost is expected to be recognized over approximately 1.7 years, which represents the weighted average remaining vesting period of the LTIP units.

 

Board of Trustee Share Compensation

 

For 2025, 2024 and 2023, each independent trustee was compensated $135 thousand, $135 thousand, and $120 thousand, respectively, for their services. Each trustee may elect to receive up to 100% of their compensation in the form of shares, but must receive at least 59% in the form of shares. In January 2025, 2024 and 2023, the Company issued 61,551, 43,670 and 43,378 common shares, respectively, to its independent trustees as compensation for services performed in 2024, 2023 and 2022, respectively. The quantity of shares was calculated based on the average of the closing price for the Company’s common shares on the NYSE for the last ten trading days preceding the reporting date. On January 15, 2026, the Company distributed 61,699 common shares to its independent trustees for services performed in 2025.