Pebblebrook Hotel Trust 8-K

What Happened
Pebblebrook Hotel Trust (PEB) filed an 8‑K (Feb 9, 2026) disclosing that on Feb 5, 2026 the Board, following the Compensation Committee's recommendation, approved the 2026 compensatory arrangements for its executive officers. Compensation for each named executive consists of (i) annual base salary, (ii) an annual cash incentive bonus, and (iii) long-term equity awards. Equity awards are 40% time‑based (vesting one‑third on Jan 1 of 2027, 2028 and 2029) and 60% performance‑based (cliff vesting after a three‑year measurement period ending Dec 31, 2028, settled in common shares or cash at the Company’s discretion).

Key Details

• Approval dates: Board approval Feb 5, 2026; 8‑K filed Feb 9, 2026.
• Base salary and target cash incentive:
  • Jon E. Bortz: base $840,000; target cash bonus $1,390,000 (165% of salary).
  • Raymond D. Martz: base $560,000; target cash bonus $590,000 (105% of salary).
  • Thomas C. Fisher: base $560,000; target cash bonus $590,000 (105% of salary).
• Target compensation mix (2026 as % of target total comp): Bortz — 14% base / 24% cash bonus / 62% equity; Martz & Fisher — 20% / 22% / 58%.
• Time‑based grants: Bortz 127,369 LTIP Units; Martz 56,218 LTIP Units; Fisher 56,218 Restricted Share Units (vest in thirds on 1/1/27–29).
• Performance units (3‑yr measurement ending 12/31/28): target amounts — Bortz 191,054; Martz 84,327; Fisher 84,327 (max = 200% of target). Vesting split: 70% Relative TSR vs peers (25th/55th/≥75th percentile => 50%/100%/200% payout) and 30% Absolute TSR (threshold 5%, target 8%, max ≥10% => 50%/100%/200%). If Absolute TSR < 0% the total payout is capped at 100%.
• Annual cash bonus tied to seven 2026 objectives (weights and example caps): Adjusted FFO per share (25% weight), Dispositions (20%), Same‑Property Hotel EBITDA per key vs peers (15%), RevPAR penetration index improvement (10%), Multi‑year capital markets/balance sheet (15%), Sustainability goals (10%), Corporate compliance (5%). Payout formula: per‑objective metrics interpolate between threshold/target/max with overall cap of 200% of target; if the Company has a material weakness in controls, executives are limited to 100% of target.
• Vesting/forfeiture: unvested awards forfeited for cause; accelerated or other vesting on change in control, death/disability, termination without cause, good‑reason resignation related to a change in control, or retirement (subject to age/service/notice/covenant conditions).

Why It Matters
This 8‑K shows Pebblebrook’s leadership pay is heavily weighted to equity and performance outcomes, aligning executive rewards with shareholder returns (TSR) and operational metrics (Adjusted FFO, RevPAR, EBITDA). Investors should note the sizable equity component and multi‑year performance conditions that can magnify upside (up to 200% for performance units) but also include caps and forfeiture conditions that link pay to measurable company performance and governance (e.g., cap if material control weakness).