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200 33401 19, 2016 2016; 19, 2016 trustees. on this proposal will constitute ratification of the appointment of the Company’s independent registered public accountants. annually. Mr. Zemans is not seeking reelection and thus will retire from our Board of Trustees upon the expiration of his term. The Board of Trustees resolved to decrease the size of the Board from nine trustees to eight trustees, effective at the Annual Meeting. Proxies may not be voted for a greater number of persons than the number of nominees named below. Position C. Gerald Goldsmith Rolf E. Ruhfus Jeffrey H. Fisher Robert Perlmutter Thomas J. Crocker Jack P. DeBoer Glen R. Gilbert Miles Berger 2017) until Innkeepers’ sale in June 2007. The Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Goldsmith should serve as a trustee due to his extensive financial experience and its value to from seven hotels at the time of its initial public offering to 74 hotels at the time of its sale in June 2007 to an institutional investor at a total enterprise value of $1.5 billion. Between 1986 and 1994, he served as President and Chief Executive Officer of JF Hotel Management, Inc. Bachelor of Sciences degree in business administration, with a concentration in real estate, from the University of Colorado. The Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Perlmutter should serve as a trustee due to his extensive experience in real estate development, acquisitions and dispositions that is relevant to the Company’s own growth strategy and that he should serve on the Compensation Committee due to his role as Senior Vice President and Chief Operating Officer in a publicly traded REIT and his experience with complex compensation issues. U.S. type not specifically mentioned in the categorical standards, the Board of Trustees will deem such person to be independent. A trustee shall not be independent if he or she satisfies any one or more of the following criteria: After the Annual Meeting, we will have eight trustees (seven of whom will be independent trustees), including all of the above mentioned trustees but Mr. Zemans who is not seeking reelection and will retire at the end of his term. to $0.11 per share. On an annualized basis, the dividend will increase by $0.12 per share to $1.32 per share. This year will mark the sixth consecutive year that we have raised our dividend. Name(1) Miles Berger Thomas J. Crocker Jack P. DeBoer Glen R. Gilbert C. Gerald Goldsmith Robert Perlmutter Rolf E. Ruhfus Joel F. Zemans Name of beneficial owner The Vanguard Group Vanguard Specialized Fund — Vanguard REIT Index Fund BlackRock, Inc. Jeffrey H. Fisher Dennis M. Craven Peter Willis Robert Perlmutter Miles Berger Joel F. Zemans Jack P. DeBoer Thomas J. Crocker Glen R. Gilbert Rolf E. Ruhfus C. Gerald Goldsmith All executive officers and trustees as a group (11 persons) ) ) ) This amount includes 100 common shares owned by Jeffrey Fisher Marital Trust. Mr. Fisher disclaims beneficial ownership of those shares. Sunstone Hotel Investors, Inc. past. Time-based equity awards are designed to foster equity ownership by our named executive officers in the Company and to align their interests with the long-term interests of our shareholders while also attracting and retaining key talent. Performance-based equity awards are tied to the performance of the Company and are designed to provide these key executives, who are primarily responsible for our growth and operations, with incentives to focus on long-term goals and enhancing shareholder value. voted and received limited distributions from our operating partnership as discussed in the above paragraph. Name and Principal Position Jeffrey H. Fisher Chairman, President & Chief Executive Officer Peter Willis Executive Vice President & Chief Investment Officer Dennis M. Craven Executive Vice President & Chief Financial Officer ) ) Reflects time-based restricted share awards granted in ) ) ) Name Jeffrey H. Fisher Peter Willis Dennis M. Craven Name Jeffrey H. Fisher Peter Willis Dennis M. Craven ) Mr. Wegner’s employment agreement provides that he shall also be entitled to receive, subject to his signing a general release of claims, an amount equal to one times his base salary in effect at the time of termination, an amount equal to one times the highest bonus paid to him for the three fiscal years ended immediately before the date of termination, a pro-rated bonus for the then-current fiscal year based on his annual bonus for the fiscal year ended immediately prior to his termination and an amount equal to one times the annual premium or cost paid by us for his health, dental, vision, disability and life insurance coverage in effect Jeffrey H. Fisher(1)(3) Involuntary Termination Without Cause(2) Voluntary Termination or Involuntary Termination with Cause Change in Control (No Termination) Involuntary or Good Reason Termination in Connection With Change In Control(2) Death or Disability Peter Willis(1)(3) Involuntary Termination Without Cause(2) Voluntary Termination or Involuntary Termination with Cause Change in Control (No Termination) Involuntary or Good Reason Termination in Connection With Change In Control(2) Death or Disability Dennis M. Craven(1),(3) Involuntary Termination Without Cause(2) Voluntary Termination or Involuntary Termination with Cause Change in Control (No Termination) Involuntary or Good Reason Termination in Connection With Change In Control(2) Death or Disability ) ) ) ) ) Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total , an entity which is 97.5% owned by affiliates of NorthStar and owns a portfolio of 20 hotels in markets dissimilar to the markets of the Company's hotels. year, except that Mr. Goldsmith’s Form 4 that reported his dispossession of 13,995 shares of our common stock was filed late. Exchange Commission. The Audit Committee operates under a written charter adopted by the Board of Trustees. The members of the Audit Committee are Glen Gilbert (Chair), Miles Berger and Joel F. Zemans. The Audit Committee appointed, and the Board of Trustees ratified, the selection of the Company’s independent registered certified public accounting firm, PricewaterhouseCoopers LLP. Internal Revenue Code of 1986 (the “Code”). The Committee’s responsibilities include obtaining and reviewing, at least annually, a report by the outside auditor describing the outside auditor’s internal quality-control procedures, any issues raised by the most recent internal quality-control review, or peer review, of the outside auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to independent audits carried out by the outside auditor, and any steps taken to deal with any such issues; and the Committee’s responsibilities include establishing clear hiring policies for employees or former employees of the Company’s outside auditor. A copy of the Audit Committee charter is posted on the Company’s website at “Audit-Related Fees,” “Tax Fees” and “All Other Fees” disclosed below were approved by the Audit Committee. Type Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) ) ) ) 02 Rolf E. Ruhfus (except as marked) 200 19, 2016.50 Cocoanut Row,
2113348021, 2015Brazilian Court HotelCompany’s offices located at 301 Australian222 Lakeview Avenue, 1st Floor, Palms Room, West Palm Beach, Florida 33480,33401, on Thursday, May 21, 2015,19, 2016, at 9:00 a.m., for the following purposes:threefive trustees of the Company to hold office for a one-year term and until their respective successors as trustees are duly elected and qualified;2015;April 1, 2015,March 15, 2016, are entitled to notice of, and to vote at, the meeting. All shareholders are requested to be present in person or by proxy. Any shareholder who later finds that he or she can be present at the meeting, or for any reason desires to do so, may revoke the proxy at any time before it is voted.20, 2015,1, 2016, we mailed to our beneficial shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 20152016 Proxy Statement and Annual Report and vote online. Registered shareholders will be furnished a printed copy of the 20152016 Proxy Statement and Annual Report by mail.17, 20151, 2016We want your shares represented at the Annual Meeting regardless of the number of shares you hold. By following the instructions on the enclosed proxy card, your shares will be voted even if you are unable to attend the Annual Meeting. If you attend the Annual Meeting and prefer to vote in person or change your proxy vote, you may do so at any time before the vote is finalized. 
21, 201521, 2015,19, 2016, or at any adjournment or postponement thereof (the “Annual Meeting”). The individuals named as proxies are Dennis Craven and Eric Kentoff. This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting are first being mailed on or about April 17, 20151, 2016 to shareholders of record at the close of business on April 1, 2015March 15, 2016 (the “Record Date”). 1. FOR each of the nominees for Trusteetrustee listed in these materials and on the proxy; 2. FOR the ratification of the selection of the Company’s independent registered public accountants; and 3. FOR the approval, on an advisory non-binding basis, of the compensation of the Company’s named executive officers as disclosed in these materials. 38,218,58038,338,990 common shares outstanding, which represent all of the voting securities of the Company. Each common share is entitled to one vote. Shareholders do not have cumulative voting rights in the election of Trustees.21, 2015.19, 2016. Our proxy statement is attached. Our financial and other information is contained in our Annual Report to Shareholders for the fiscal year ended December 31, 2014.2015. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you specifically request the materials. This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2014,2015, as filed with the U.S. Securities and Exchange Commission, are available atwww.proxyvote.com. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. In addition, the Notice of Internet Availability of Proxy Materials provides instructions on how shareholders may request to receive proxy materials for future annual meetings of shareholders in printed or email form.votes that shareholders cast “for” must exceedaffirmative vote of a majority of the votes that shareholders cast “against” to approve.Opt-outOpt out of Section 3-803 of the Maryland General Corporation Law (“MGCL”)On November 12, 2013, in order to protect shareholder value in response to an unsolicited takeover proposal that the Board of Trustees had determined was inadequate and contrary to the best interests of the Company and its shareholders, the Company, by resolution of the Board, opted in to Section 3-803 of the MGCL to classify the Board into three classes having staggered three-year terms. The Company announced that the classification was solely intended to protect shareholder value and was not intended to be a permanent feature of the Company’s corporate governance. At that time, the Company also announced that it was committed to take action within two years to declassify the Board of Trustees. By January 2015, the Company’s share price had reached $31.60 per share, approximately 47.0% higher than the unsolicited offer price made 14 months earlier in November 2013. in accordance with its previously announced commitment to take action within two years to declassify the Board of Trustees, the Board adopted a resolution, and the Company filed articles supplementary to the Company’s declaration of trust with the Maryland State Department of Assessments and Taxation to (i) cause the Company to no longer be subject to Section 3-803 of the MGCL and (ii) provide for, among other things, the declassification of the Board. The resolution and articles provide for annual elections to be phasedphase in over two years, commencing with the Annual Meeting2015 annual meeting of shareholders and fully implemented by the 2017 annual meeting of shareholders. The election to declassify the Board did not shorten the term of any current trustee.were inserve as Class III trustees and two of the Class II (with atrustees, each of whom’s term expiring in 2015)as trustee expires at the Annual Meeting, have been nominated for election at the Annual Meeting to serve as trustees for one year (i.e., until the 2016 annual meeting of shareholders and until their successors are duly elected and qualified).year. The Company expects that those three trustees and the three trustees whose terms as Class III trustees expire at the 2016 annual meeting will be nominated for election at the 2016 annual meeting of shareholders to serve as trustees for one year (i.e., until the 2017 annual meeting of shareholders and until their successors are duly elected and qualified). Similarly, and to complete the declassification process the Company expects that all nine trustees willto be nominated for electioncompleted at the 2017 annual meeting of shareholders, to serve asat which time all trustees for a one-year term (i.e., until the 2018 annual meeting of shareholders and until their successors are dulywill be elected and qualified).2all threeeach of these trusteesMessrs. Goldsmith, Ruhfus, Fisher, Perlmutter and Crocker to serve aas trustees of our Company for one-year termterms expiring at the 20162017 annual meeting of shareholders and until their successors are duly elected and qualified.20162017 annual meeting and until their successors are elected and qualify. Thequalified. Each of the nominees havehas indicated theirhis willingness to serve if elected. While not anticipated, if any nominee shall become unavailable or unwilling to serve as a trustee for any reason, the persons named as proxies on the proxy card may vote for any substitute nominee proposed by the Board of Trustees.threefive trustee nominees for election at the Annual Meeting whose terms of office will expire at our 2016 annual meeting of shareholders,the Annual Meeting, and the Class I and Class III continuing trustees, whose terms of office will expire at our 2017 and 2016 annual meetingsmeeting of shareholders, respectively.shareholders.20162017 Annual Meeting of Shareholders)Name Name Age 8687 Trustee 7071 Trustee Joel F. Zemans73TrusteeContinuing Trustees
Trustee Nominees for Election at the Annual Meeting20162017 Annual Meeting of Shareholders) 5960 Chairman, President and Chief Executive Officer 5354 Trustee 6162 Trustee 8485 Trustee 7071 Trustee 8485Trustee Name Age Position Joel F. Zemans 74 Trustee 2016)3thehis compensation committee function and his experience specific with banking functions that are pertinent to the Company.Joel F. ZemansMr. Zemans has been a trustee of the Company since the completion of our IPO in April 2010. He has been active in the ownership and operation of real estate and banks since 1969. From 1971 through 1976, he served as Executive Vice President (and through 1984 as a Director) of Chicago Properties Corporation, a real estate development company that specialized in the rehabilitation of multi-unit residential properties in Chicago. Between 1976 and 2001, Mr. Zemans served as Chief Executive Officer of de novo Mid Town Bancorp, Inc. and its three subsidiaries: Mid Town Bank and Trust Company of Chicago, Mid Town Development Corporation and Equitable Finance Corporation. Currently he serves on the Board of Directors of privately held Bright Electric Supply, and MBA Building Supplies. Mr. Zemans, who holds both a B.A. and an M.B.A. from the University of Chicago, previously served on the Board of Trustees of Innkeepers USA (a NYSE-listed company) from November 2001 until Innkeepers’ sale in June 2007, and on the Board of Mid America Bank, a subsidiary of MAF Bancorp, Inc. (a NASDAQ-listed company) from 2001 to 2004. The Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Zemans should serve as a trustee due to his extensive financial experience specific to the audit function and corporate compliance as well as his banking industry expertise.CLASS I CONTINUING TRUSTEES(TERMS WILL EXPIRE IN 2017)Miles BergerMr. Berger has been a trustee of the Company since the completion of our IPO in April 2010. He has been engaged in real estate, banking and financial services since 1950. In 1998, Mr. Berger became Chairman and Chief Executive Officer of Berger Management Services LLC, a real estate and financial consulting and advisory4services company. From 1969 to 1998, he served as Vice Chairman of the Board of Heitman Financial Ltd., a real estate investment management firm. Mr. Berger served for more than thirty years, until 2001, as Chairman of the Board of MidTown Bank and Trust Company of Chicago, served as Vice Chairman of Columbia National Bank Corp. from 1965-1995 and was Chairman of the Board of Berger Financial Services, a full-service real estate advisory and financial services company from 1950 to 2006. Mr. Berger has served on the Board of Trustees of Universal Health Realty Income Trust, a publicly traded health care REIT, since December 1998. Mr. Berger also serves on the Board of Directors of Medallion Bank and serves on the boards of numerous philanthropic organizations. Mr. Berger previously served on the Board of Trustees of Innkeepers from September 1994 until Innkeepers’ sale in June 2007. The Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Berger should serve as a trustee due to his extensive financial experience specific to the REIT industry.Jack P. DeBoerMr. DeBoer has been a trustee of the Company since the completion of our in April 2010. He is Chairman of Consolidated Holdings, Inc., a private investment company focusing on real estate development and management. Mr. DeBoer is also the Chairman of the Board and majority owner of Value Place LLC, owner of the franchise rights to the Value Place brand of hotels, which provides affordable extended-stay lodging. Mr. DeBoer served as Chairman of the Board, President and Chief Executive Officer of Candlewood Hotel Company, Inc. from its inception in 1995 until it was acquired in December 2003. From October 1993 to September 1995, Mr. DeBoer was self-employed and engaged in the development of the Candlewood extended-stay hotel concept. From 1988 to 1993, Mr. DeBoer co-founded and developed Summerfield Hotel Corporation, an upscale extended-stay hotel chain. Previously, Mr. DeBoer founded and developed the Residence Inn franchise prior to selling the franchise to Marriott in 1987. Mr. DeBoer previously served on the Board of Trustees of Innkeepers from November 1996 until Innkeepers’ sale in June 2007. The Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. DeBoer should serve as a trustee due to his extensive financial experience specific to the extended stay hotel industry.Glen R. GilbertMr. Gilbert has been a trustee of the Company since the completion of our IPO in April 2010. He was employed by BFC Financial Corporation, a publicly traded savings bank and real estate holding company, from November 1980 through April 2011. During that period, Mr. Gilbert served in several senior management positions, including as Chief Financial Officer from May 1987 to April 2007 and as Executive Vice President from July 1997 to April 2007. Mr. Gilbert also served as Senior Executive Vice President for Levitt Corporation, a then publicly traded home builder and real estate developer, from August 2004 to December 2005, after serving as its Chief Financial Officer and Executive Vice President from April 1997 to August 2004. Mr. Gilbert has also held various executive and chief financial officer positions for other entities related to BFC Financial Corporation. Mr. Gilbert was a certified public accountant from 1970 through 2008 and graduated from the University of Florida with a B.S.B.A. degree in accounting. Mr. Gilbert began his accounting career with KPMG LLP in 1970. The Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Gilbert should serve as a trustee due to his extensive financial experience specific to the audit function and corporate compliance.CLASS III CONTINUING TRUSTEES(TERMS WILL EXPIRE IN 2016)Inc.LLC (“IHM”), a firm he founded in 2007 that currently manages 149160 hotels for hotel owners (including 81 of the hotels owned by our two joint ventures with affiliates of NorthStar Realty Finance Corp. (“NorthStar”)) and 3336 of our wholly-ownedwholly owned hotels. From 1994 to 2007, Mr. Fisher was Chairman, Chief Executive Officer and President of Innkeepers, a lodging REITreal estate investment trust (“REIT”) he founded and took public in 1994 and was1994. During this time, Mr. Fisher also served as Chairman and majority shareholder of Innkeepers Hospitality, a privately owned hotel management company. Mr. Fisher grew Innkeepers’ portfolio5extended stayextended-stay hotel industry segments both on the ownership and management sides.of Leasingand Chief Operating Officer with The Macerich Company, a publicly traded REIT focusing on leasing and merchandising. He joined Macerich in 2012 as Executive Vice President of Leasing. He previously was the managing member and founder of Davis Street Land Company, LLC, a privately held firm focused on the development, management and ownership of upscale shopping centers, which owned a 3.0 million square foot mall portfolio prior to its sale of assets to General Growth Properties and Taubman Centers. From 1983 to 1988, Mr. Perlmutter worked as an investment analyst for Heitman Financial Services, Ltd. in its acquisitions and dispositions division. From 1988 to 1990, he served as President of Heitman Financial, in which capacity he was responsible for overseeing all of the company’s acquisitions, financings and dispositions. Mr. Perlmutter subsequently served as Chief Executive Officer of Chicago-based Heitman Retail Properties from 1990 to 1998, where he supervised overall operations and growth of its retail holdings from two retail properties to 20 directly managed malls and 29 joint ventures in regional malls. From 1998 to 2001, he also served on the board of directors of Prime Retail Inc., a NYSE-listed outlet center company. He is a member of the International Council of Shopping Centers and a former board member of the First Bank of Highland Park. Mr. Perlmutter received a6strategy.FinancialOperating Officer43,44, is our Executive Vice President and Chief FinancialOperating Officer. He joined the Company as Chief Financial Officer on September 9, 2010.2010 and was promoted to Chief Operating Officer effective June 1, 2015. Mr. Craven previously served as Executive Vice President and Chief Financial Officer of Innkeepers from March 2006 until the Innkeepers sale in June 2007. Following the acquisition, he continued to serve as Chief Financial Officer of Innkeepers until August 2010. Prior to joining Innkeepers in 2006, Mr. Craven was a partner in Addison Capital Advisors, a venture capital firm based in Memphis, Tennessee, and served as Senior Vice President and Chief Accounting Officer of Independent Bank in Memphis. Prior to that, he served as Vice President and Controller, and later Vice President and Chief Accounting Officer, of RFS Hotel Investors, Inc., a NYSE-listed hotel REIT. Prior to joining RFS, he was a senior manager with PricewaterhouseCoopers LLP in Memphis and London. Mr. Craven received a Bachelor of Accountancy from the University of Mississippi in 1993. He is a licensed Certified Public Accountant in the State of Mississippi.47,48, is our Executive Vice President and Chief Investment Officer. He joined our Company in October 2009 prior to our initial public offering.IPO. Mr. Willis has over 23 years of hotel acquisition experience. From 2001 to 2006, he served as Vice President of Acquisitions & Business Development for Innkeepers and oversaw over $500 million of investments in 18 hotels. From June 2006 to January 2009, Mr. Willis served as Senior Vice President at The Kor Group, a privately held, fully integrated real estate investment firm with a portfolio of over $2 billion in upscale hotel and resort investments, where he focused on U.S. and Caribbean acquisitions and third-party management contracts. While evaluating, negotiating and underwriting specific hotel investments and obtaining and negotiating management contract prospects, Mr. Willis also supported strategic acquisition and corporate planning efforts.United States.7a trustee who is, or who has been within the last three years, an employee of our Company, or whose immediate family member is, or has been within the last three years, an executive officer of the Company;a trustee who has received, or who has an immediate family member serving as an executive officer who has received, during any twelve-month period within the last three years more than $120,000 in direct compensation from our Company (excluding trustee and committee fees and pension/other forms of deferred compensation for prior service that is not contingent in any way on continued service);(i) a trustee who is or whose immediate family member is a current partner of a firm that is our Company’s internal or external auditor; (ii) a trustee who is a current employee of such a firm; (iii) a trustee who has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (iv) a trustee who was or whose immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our Company’s audit within that time;• a trustee who is, or who has been within the last three years, an employee of our Company, or whose immediate family member is, or has been within the last three years, an executive officer of the Company; a trustee who is or has been within the last three years, or whose immediate family member is or has been within the last three years, employed as an executive officer of another company where any of our Company’s present executives at the same time serves or served on that company’s compensation committee; ora trustee who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, our Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (as reported for the last completed fiscal year).• a trustee who has received, or who has an immediate family member serving as an executive officer who has received, during any twelve-month period within the last three years more than $120,000 in direct compensation from our Company (excluding trustee and committee fees and pension/other forms of deferred compensation for prior service that is not contingent in any way on continued service); • (i) a trustee who is or whose immediate family member is a current partner of a firm that is our Company’s internal or external auditor; (ii) a trustee who is a current employee of such a firm; (iii) a trustee who has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; or (iv) a trustee who was or whose immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our Company’s audit within that time; • a trustee who is or has been within the last three years, or whose immediate family member is or has been within the last three years, employed as an executive officer of another company where any of our Company’s present executives at the same time serves or served on that company’s compensation committee; or • a trustee who is a current employee, or whose immediate family member is a current executive officer, of a company that has made payments to, or received payments from, our Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (as reported for the last completed fiscal year). 2014,2015, the Audit Committee met sevenfour times, the Compensation Committee met three times, and the Nominating and Corporate Governance Committee met three times.8chairChair of our Audit Committee and our Board of Trustees has determined that he is an “audit committee financial expert” as that term is defined in the rules and regulations of the Securities and Exchange Commission (“SEC”).www.chathamlodgingtrust.com)www.chathamlodgingtrust.com), the Nominating and Corporate Governance Committee annually reviewsconducts an annual review of the boardBoard with respect to the composition of the Board as a whole and the diversity, age and skills of its members. It reviews and makes recommendations on matters involving general operation of the Board and our corporate governance, and it annually recommends to the Board nominees for each committee of the Board. In addition, the committee annually facilitates the assessment of the Board of Trustees’ performance as a whole and of the committees and individual trustees and reports thereon to the board. Shareholders may make recommendations of potential trustee nominees to the Nominating and Corporate Governance Committee, Chatham Lodging Trust, 50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, FL 33480.33401. Such communications should include information both on the recommending shareholder and the recommended trustee nominee so the Nominating and Corporate Governance Committee may have adequate information for evaluation by our Board or our Nominating and Corporate Governance Committee. Nominees recommended by shareholders will be evaluated in the same manner as those recommended by the Nominating and Corporate Governance Committee.2014 Annual Meeting2015 annual meeting of Shareholders,shareholders, shareholders voted on an advisory, non-binding resolution to approve executive compensation (“Say on Pay”) with approximately 96%97% of votes cast at the 2014 Annual Meetingthat meeting in favor of the Company’s executive compensation. After the 2011 Annual Meeting, the Company announced its decision to hold the Say on Pay vote on an annual basis unless and until circumstances warrant a vote on a different timetable.50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, FL 33480.33401. The codeCode of conductConduct is available on our website at www.chathamlodgingtrust.com.www.chathamlodgingtrust.com. If the Company makes any amendments to this code (other than technical, administrative or non-substantive amendments) or grants any waivers, including implicit waivers, from this code to Thethe Company’s Chief Executive Officer, Chief Financial Officer or Controller, we will disclose (on our website or in a Current Report on Form 8-K filed with the SEC) the nature of the amendment or waiver, its effective date and to whom it applies.9In 2014, our Corporate Governance Highlights 20142015 Began declassification Declassification of the temporarily classified Board to be completed in 2017 Directorstrustees and executive officers In 2014,followed up a very successful 2013 with outstanding results. The Company generated a total shareholder returnachieved many significant accomplishments including the following:◦ increased its annual dividend by 29 percent to $1.20 per share from $0.93 per share, marking the fifth consecutive year of dividend increases; ◦ solidified its balance sheet, successfully closing on a new, unsecured $250 million senior revolving credit facility that can be expanded to $400 million and matures in late 2020; ◦ ◦ grew adjusted funds from operations (“FFO”) by 59 percent and adjusted FFO per share by 20 percent over the prior year; ◦ raised approximately $121 million in an underwritten offering of the Company's common shares in early 2015, using proceeds to reduce leverage and partially fund four hotel acquisitions; ◦ acquired four hotels in San Diego and Los Angeles, Calif., Boston, Mass., and Fort Lauderdale, Fla., for approximately $190 million, increasing our hotel investments by approximately 16 percent and expanding our wholly owned portfolio room count by 11 percent over the prior year; and ◦ realized a gain of $3.6 million on the sale of our 5 percent joint venture interest in the Residence Inn by Marriott Torrance, Calif., and provided our investors with a special dividend of $0.08 per share in January 2016. 47% after generating a total shareholder return of 40%38 hotels comprising 5,678 rooms in 2013. The Company’s equity market capitalization increased 87% to $985 million. The Company was named to the MSCI US REIT Index (RMZ) which, according to MSCI Inc., represents about 99% of the U.S. REIT universe. We realized a tax-free gain of approximately $80 million or approximately $3 per share on the recapitalization of the Innkeepers joint venture with2015. For our new joint venture partner, NorthStar Realty Finance Corp. (“NorthStar”). The Company grew hotel investments by approximately $500 million.Operating results were also strong in 2014. The Company increasedwholly owned portfolio, revenue per available room (“RevPAR”) rose by 8.2%5.8 percent to $131 in 2015, driven by an increase in average daily rate of 5.7 percent. RevPAR growth was 8.2 percent in 2014, 4.6 percent in 2013 and increased earnings before interest, taxes, depreciation8 percent in 2012.amortization (“EBITDA”)within Chatham’s upscale segment, RevPAR growth was 5.6 percent, which on a historical-basis, represents strong growth. Fundamental supply/demand remained highly favorable in 2015 to hotel owners with demand increasing by 64% year-over-year compared2.9 percent versus a modest 1.1 percent rise in room supply. New supply remains well below historical levels, creating a favorable outlook for the lodging industry in 2016. Smith Travel Research estimates demand growth will rise 2.3 percent and supply growth will increase just 1.7 percent in 2016.ended 2013.We acquired nineand we expect RevPAR for these hotels for approximately $500 million during 2014, or nearly 70% growth from the previous year, including the acquisition of four Residence Inn by Marriott hotelsto grow at a similar rate in the Silicon Valley market in California.2016. The nine hotels acquired in 2014 also generated solid RevPAR growth of 8.9 percent, benefiting from enhanced revenue management strategies.◦ 240-room Residence Inn by Marriott San Diego Downtown Gaslamp Quarter, California; ◦ 81-room Residence Inn by Marriott Boston (Dedham), Massachusetts; ◦ 105-room Residence Inn by Marriott Fort Lauderdale Intracoastal / Il Lugano, Florida; and ◦ 134-room Hilton Garden Inn Marina del Rey, California. 231-roomDespite our significant growth in recent years, our balance sheet remains strong and is highlighted by a leverage ratio of 41 percent, down from 44 percent in 2014. The weighted average interest rate on our borrowings for the 2015 fiscal year was 4.4 percent, and the weighted average maturity date for our fixed rate debt is January 2024.Silicon Valley #1 Sunnyvale, California248-room Residence Inn by Marriott Silicon Valley #2 Sunnyvale, California160-room Residence Inn by Marriott San Mateo, California112-room Residence Inn by Marriott Mountain View, California194-room Hyatt Place Denver/Cherry Creek, Colorado179-room Hilton Garden Inn Burlington, Massachusetts176-room Courtyard by Marriott Dallas (Addison)Torrance, Calif., Texas11120-room Residence Inn by Marriott West University Houston, Texas100-room Courtyard by Marriott West University Houston, TexasIn JanuaryWe invested $50 million in 2014 we marketed for sale the former Innkeepers USAan approximate 10 percent interest in two joint ventures with NorthStar that own an aggregate of 95 hotels comprising 12,498 rooms. The two joint venture acquiredtransactions provide us with Cerberus Capital Management. In June 2014, we acquired thepartial ownership in approximately $2 billion of hotels. The two joint venture with affiliatesventures comprised approximately 11 percent of NorthStar. As a result of the sale, the Company earned a significant promoted interest, realizing a gain of approximately $80 million on our original $37 million investment in 2011. Additionally, we were able to roll our gain tax-free into the new joint venture with NorthStar and into the acquisition of the four aforementioned Silicon Valley hotels.In November 2014, the Company formed another joint venture with affiliates of NorthStar to acquire a48-hotel portfolio with 6,976 rooms from Inland American Real Estate Trust, Inc. (“Inland American”) and, in the process, we acquired from Inland American four additional hotels with 575 rooms for approximately $107 million.In the first quarter of 2014, the Company implemented a $50 million at-the-market equity offering plan (the “ATM Plan”). During 2014, the Company issued 880,820 shares under the ATM Plan at a weighted-average priceadjusted FFO per share in 2015.$23.54.AlsoTrustees approved in the first quarter of 2014, the Company instituted a $25 millionFebruary 2016 another 10 percent increase in our monthly dividend reinvestment plan and direct share purchase plan (the “DRSSP”) to provide shareholders with a simple and convenient method of reinvesting cash dividends and purchasing common shares. During 2014, the Company issued 2,083 shares under the DRSSP at a weighted-average pricefrom $0.10 per share of $24.38. 2014 service to the Company in 2015, each of our independent trustees was paid a trustee’s fee of $75,000 per year.$100,000. The trustees who serve as our lead independent trustee, Audit Committee chairman,Chairman, Compensation Committee chairmanChairman and Nominating and Corporate Governance Committee chairmanChairman were paid an additional cash fee of $10,000, $10,000, $7,500 and $5,000, respectively. Trustees’ fees, other than the additional fees paid for service as the lead trustee or chairmanChairman of one of our committees, are paid one-half in cash and one-half in our common shares, although each trustee may elect to receive up to all of such fees in the form of our common shares. In January 2014,2016, common share grants were made to each independent trustee for the common share component of their 2013 annual2015 Board compensation. Trustees who are employees of the Company receive no additional compensation as trustees. In addition, we reimburse all trustees for reasonable out-of-pocket expenses incurred in connection with their services on the Board of Trustees. In light of the performance of the Company, its rapid growth, and the competition among public companies seeking trustees or directors who are as qualified and experienced as the members of the Board of Trustees, the Compensation Committee recommended and the Board approved an increase in 2015 of the amounts we pay to our trustees for their service to us. Effective as of January 1, 2015, each of our independent trustees will be paid an annual trustee’s fee of $100,000 per year, and trustees who serve as our lead trustee, Audit Committee Chairman, Compensation Committee Chairman, and Nominating and Corporate Governance Committee Chairman will be paid an additional cash fee of $10,000, $10,000, $7,500 and $5,000, respectively.122014. Fees Earned or
Paid in Cash ($)(2) Share Awards ($)(3) Total 47,500 37,500 85,000 42,500 37,500 80,000 37,500 37,500 75,000 47,500 37,500 85,000 45,000 37,500 82,500 — 75,000 75,000 37,500 37,500 75,000 37,500 37,500 75,000 Total Miles Berger 60,000 50,000 110,000 Thomas J. Crocker 5,000 100,000 105,000 Jack P. DeBoer __ 100,000 100,000 Glen R. Gilbert 60,000 50,000 110,000 C. Gerald Goldsmith 57,500 50,000 107,500 Robert Perlmutter — 100,000 100,000 Rolf E. Ruhfus 50,000 50,000 100,000 Joel F. Zemans 50,000 50,000 100,000 (1) Mr. Fisher, our Chairman, President and Chief Executive Officer, is not included in this table as he is an employee of the Company and does not receive additional compensation for his service as a trustee. All of the compensation paid to Mr. Fisher for the services he provides to us is reflected in the Summary Compensation Table located elsewhere in this proxy statement. (2) Reflects cash payments of $37,500 to each of our independent trustees as one-half of the trustee’s annual fee, except for Mr. Perlmutter who elected to receive his entire trustee fee in common shares, as well as additional cash fees of (i) $10,000 to Mr. Berger for service as our lead independent trustee, (ii) $10,000 to Mr. Gilbert for service as the chairman of our Audit Committee, (iii) $7,500 to Mr. Goldsmith for service as the chairman of our Compensation Committee and (iv) $5,000 to Mr. Crocker for service as the chairman of our Nominating and Corporate Governance Committee.(3)Amounts reflect the full grant date fair value of common shares granted during 2014,2015, calculated in accordance with ASC 718. Under our 2011 compensation plan,Equity Incentive Plan, as amended and restated in 2013 (our “Equity Incentive Plan”), we granted 1,8382,408 common shares in January 20142016 to each of our independent trustees as one-half of the trustee’s annual fee and 3,6764,816 common shares to Mr.Messrs. Crocker, DeBoer and Perlmutter who each elected to receive his entire trustee fee in common shares. See “Trustee Compensation” above.50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, FL 3348033401 Attn: Board of Trustees. The Company will receive and process communications before forwarding them to the addressee. Trustees generally will not be forwarded shareholder communications that are primarily commercial in nature, relate to improper or irrelevant topics, or request general information about the Company.EightSeven of our trustees attended last year’s annual meeting of shareholders in person and the other trusteetwo trustees attended telephonically.1431, 201515, 2016 by (i) each of our trustees, (ii) each of our named executive officers, (iii) each holder known to us to own more than 5% or more of our common shares based upon filings made with the SEC and (iv) all of our trustees and executive officers as a group. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power. In accordance with SEC rules, each listed person’s beneficial ownership includes:all shares the person actually owns beneficially or of record;all shares over which the person has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); andall shares the person has the right to acquire within 60 days (such as restricted common shares that are scheduled to vest within 60 days).• all shares the person actually owns beneficially or of record; • all shares over which the person has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and • all shares the person has the right to acquire within 60 days (such as restricted common shares that are scheduled to vest within 60 days). 50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, Florida 33480.33401. No shares beneficially owned by any executive officer or trustee have been pledged as security. Common Shares
Beneficially Owned(1) Percent of Class 3,609,452 (2) 9.44 % 2,457,384 (3) 6.42 % 2,156,455 (4) 5.64 % 668,996 (5) 1.75 % 75,911 (6) * 60,009 (7) * 26,212 * 21,587 * 20,587 * 20,370 * 16,870 * 15,587 * 15,587 * 10,625 * 952,341 2.49 % Name of beneficial owner Percent of Class The Vanguard Group 4,276,521 (2 ) 11.2 % BlackRock, Inc. 3,337,273 (3 ) 8.7 % Prudential Financial, Inc. 2,964,598 (4 ) 7.7 % Vanguard Specialized Fund — Vanguard REIT Index Fund 2,755,155 (5 ) 7.2 % Jeffrey H. Fisher 875,787 (6 ) 2.3 % Dennis M. Craven 105,301 * Peter Willis 95,211 * Robert Perlmutter 31,028 * Jack P. DeBoer 25,186 * Miles Berger 23,995 * Joel F. Zemans 22,995 * Thomas J. Crocker 21,686 * Glen R. Gilbert 17,995 * Rolf E. Ruhfus 17,995 * C. Gerald Goldsmith 16,763 (7 ) * Jeremy Wegner 8,949 * All executive officers and trustees as a group (12 persons) 1,262,891 3.3 % *Represents less than 1% of our common shares outstanding.(1)(1The number of common shares beneficially owned is reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The numbers of common shares held by the shareholders who filed statements on Schedule 13G as described in other footnotes to this table are current as of the date of the filing of their Schedules 13G. The number of common shares held by our trustees and executive officers, and all of the percentages shown in this table, are calculated as of March 31, 201515, 2016 based on 38,218,58038,338,990 common shares outstanding.(2)(2The number of common shares in the table above and the information in this footnote are based on a statement on Schedule 13G/A filed with the SEC on February 11, 20152016 by The Vanguard Group, a Pennsylvania corporation (“Vanguard”), and affiliates reporting ownership of these shares as of December 31, 2014.2015. Vanguard has sole voting power over 84,733102,173 common shares, shared voting power over 6,10031,600 common shares, sole dispositive power over 3,561,8194,196,195 common shares, and shared dispositive power over no80,326 common shares. Vanguard has its principal business office at: 100 Vanguard Blvd., Malvern, PA 19355.15(3 ) (3)nd Street, New York, New York 10055.(4 The number of common shares in the table above and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 6, 20153, 2016 by Prudential Financial, Inc., a New Jersey corporation (“Prudential”), and affiliates reporting ownership of these common shares as of December 31, 2015. Prudential has sole voting power over 143,078 common shares, shared voting power over 2,821,520 common shares, sole dispositive power over 143,078 common shares, and shared dispositive power over 2,821,520 common shares. Included in Prudential’s totals are 2,717,815 held by its subsidiary, Jennison Associates LLC. Prudential has its principal business office at: 751 Broad Street, Newark, New Jersey 07102.(5 ) The number of common shares in the table above and the information in this footnote are based on a statement on Schedule 13G/A filed with the SEC on February 9, 2016 by Vanguard Specialized Funds — Vanguard REIT Index Fund, a Delaware statutory trust (“Vanguard Index Fund”), and affiliates reporting ownership of these common shares as of December 31, 2014.2015. Vanguard Index Fund has sole voting power over 2,457,3842,755,155 common shares, shared voting power over no common shares, sole dispositive power over no common shares, and shared dispositive power over no common shares. Vanguard Index Fund has its principal business office at: 100 Vanguard Blvd., Malvern, PA 19355.(4)(6The number of common shares in the table above and the information in this footnote are based on a statement on Schedule 13G filed with the SEC on February 2, 2015 by BlackRock, Inc., a Delaware corporation (“BlackRock”), and affiliates reporting ownership of these shares as of December 31, 2014. BlackRock has sole voting power over 2,042,636 shares, shared voting power over no shares, sole dispositive power over 2,156,455 shares, and shared dispositive power over no shares. BlackRock has its principal business office at: 55 East 52nd Street, New York, New York 10022.(5) This amount does not include 198,940 long-term incentive plan (“LTIP”(7 ) units held by Mr. Fisher.Goldsmith has sole voting power over 4,033 common shares, shared voting power over 12,730 common shares, sole dispositive power over 4,033 common shares, and shared dispositive power over 12,730 common shares.(6)This amount does not include 26,250 LTIP units held by Mr. Craven.(7)This amount does not include 32,585 LTIP units held by Mr. Willis.Craven,Wegner, consists of four key elements:• Cash compensation, in the form of base salaries and annual cash bonus awards; • Long-term incentives, in the form of both time-based and performance-based restricted share and long-term incentive plan (“LTIP”) unit awards; • Health and welfare benefits; and • Severance arrangements under the executives’ employment agreements. base salariestime-based and performance based restricted shares and/or LTIP units. As part of its annual cash bonus awards;Long-term incentives, inreview of the form of restricted share awards and awards of long-term incentive plan (“LTIP”) units that vest over time;Health and welfare benefits; andSeverance arrangements under the executives’ employment agreements.Elements of Named Executive Officer CompensationAnnual base salary. Base salary is designedcompensation paid to compensate our named executive officers, throughout each year. In evaluating base salaries for our named executive officers each year, the Compensation Committee typically considers eacha number of factors in determining or structuring compensation, including the nature of the executive’s rolejob and responsibility,the responsibilities related thereto, the executive’s job performance, the experience level of the executive in his or her current position, unique skills, future potential, with the Company, salary levels for similar positions at peer companies, internal pay equity, the compensation levels of competitive jobs within our peer group (further explained below), our financial performance and suchfinancial condition, the execution of our business strategies, the impact of compensation determinations on our fiscal budgets and certain other factors. These factors asdescribed above may vary from year to year in importance to, and usage by, the Compensation Committee, may determinedepending upon the compensation element, market conditions, corporate priorities and individual circumstances.be relevant. Forcast votes to approve a non-binding advisory resolution on executive compensation. This advisory vote was approved by 97% of shares voted and supported the Compensation Committee’s decisions with respect to 2014 and 2015 executive compensation.Messrs. Fisher, Willis and Craven received annual base salaries for 2014 of $500,000, $335,000 and $335,000, respectively. Based on the recommendations of theThe Compensation16Consultant and the successful execution of the Company’s business plan, Committee has determined that the Compensation Committee recommended, andConsultant meets the full Board approved, increased 2015 annual base salariescriteria for Messrs. Fisher, Willis and Craven to $600,000, $375,000 and $345,000, respectively. Furthermore, at our 2014 Annual Meeting, our shareholders were provided the opportunity to cast votes to approve a non-binding advisory resolution on executive compensation. This advisory vote was approved by 96% of shares voted and supported the Compensation Committee’s decisionsan independent consultant in accordance with respect to 2013 and 2014 executive compensation. SEC guidelines for such services.in eachcomprising our peer group are: Ticker Symbol Implied Equity MarketCapitalization(as of November 28, 2014)(1) Ticker
Symbol
Market Capitalization (as of
November 12, 2015) (1)Ashford Hospitality Trust AHT $ 1.35 billion Chesapeake Lodging Trust CHSP $ 1.66 billion Choice Hotels International Inc. CHH $ 2.99 billion Diamondrock Hospitality Company DRH $ 2.29 billion Felcor Lodging Trust Inc. FCH $ 1.17 billion Hersha Hospitality Trust HT $ 1.18 billion LaSalle Hotel Properties LHO $ 3.31 billion Pebblebrook Hotel Trust PEB $ 2.47 billion RLJ Lodging Trust RLJ $ 3.16 billion Ryman Hospitality Properties Inc. RHP $ 2.84 billion Summit Hotel Properties, Inc. INN $ 1.15 billion Chesapeake Lodging TrustCHSP$1.86 billionChoice Hotels International Inc.CHH$3.17 billionDiamondrock Hospitality CompanyDRH$ 2.92 billionFelcor Lodging Trust Inc.FCH$1.30 billionHersha Hospitality TrustHT$1.54 billionLaSalle Hotel PropertiesLHO$4.21 billionPebblebrook Hotel TrustPEB$3.11 billionRLJ Lodging TrustRLJ$4.34 billionRyman Hospitality Properties Inc.RHP$2.66 billionStrategic Hotels and Resorts, Inc.BEE$3.30 billionSummit Hotel Properties, Inc.INN$1.01 billion SHO $ 2.363.02 billion Xenia Hotels & Resorts, Inc. XHR $ 1.93 billion (1)(1 ) Implied equity market capitalization is the market capitalization of common equity, assuming the conversion of all convertible security equity into common equity. Amounts as reported by SNL Financial as of November 28, 2014.12, 2015.bonus.bonusEach year, our annual cash bonus plan will be designed to reward the achievement of specific, pre-established financial and operational objectives. For 2014,2015, the Compensation Committee recommended, and the Board approved, that annual cash bonuses for Messrs. Fisher, Craven, Willis and CravenWegner remain at the same or lower levels as 2014 bonuses with awards of $1,000,000, $400,000$375,000, $345,000 and $315,000,$260,000, respectively.Restricted Share Awards.and Unit Awardsexpect to provide in the future,LTIP unit awards pursuant to our Equity Incentive Plan.For 2014, the Compensation Consultant recommended awarding the Company’s named executive officers with a balanced equity compensation grant of (1) 50% of the awardPlan in the form of performance-based restricted common shares that would vest ratably over a three-year performance period conditioned upon the Company achieving a total shareholder return of 8% per year and (2) 50% of the award in the form of time-based restricted common shares that vest ratably over a three-year period. Based upon the Compensation Consultant’s recommendations, the Compensation Committee approved 2014 restricted common share awards (i.e., performance-based and time-based)for Messrs. Fisher, Willis and Craven of $1,200,000, $300,000 and $500,000, respectively.17In determining future awards under our Equity Incentive Plan, our Compensation Committee will take into account, among other things, The initial share price used for calculating the Company’s overall financial performance,TSR for the contributions2015 grant is $18.04, which represents the closing sales price of each of our common shares the day prior to the grant date.long-term equity incentive compensationaward in the form of officerstime-based LTIP units that vest ratably over a three-year period and (2) 35% of the award in similar positions at peer companies, internal pay equity and such other factors asthe form of performance-based LTIP units that would vest ratably over a three-year performance period conditioned upon the Company achieving a total shareholder return of 8% per year. Based upon the Compensation Consultant’s recommendations, the Compensation Committee approved 2015 LTIP units awards (i.e., time-based and performance-based) for Messrs. Fisher, Craven, Willis and Wegner of $1,000,000, $375,000, $250,000 and $125,000, respectively.determinebe converted into an equal number of common units at any time, and thereafter enjoy all the rights of common units, including exchange rights. However, there are circumstances under which such parity would not be reached. Until and unless such parity is reached, the value that an executive officer will realize for a given number of vested LTIP units will be less than the value of an equal number of our common shares. Class A Performance LTIP units are a specific class of LTIP units of our operating partnership. The vesting period for any Class A Performance LTIP units, if any, will be determined at the time of issuance. Vested Class A Performance LTIP units enjoy all the rights of vested LTIP units, including with respect to distributions and conversions. Unvested Class A Performance LTIP units may not be relevant.thethese officers with compensation if they are terminated without “cause,” they leave the Company with “good reason” (each as defined in the applicable employment agreement) or their employment terminates in certain circumstances following a change in control. We believe these common protections promote our ability to attract and retain management and assure us that our named executive officers will continue to be dedicated and available to provide objective advice and counsel notwithstanding the possibility, threat or occurrence of a change in their circumstances or in the control of the Company. In 2014, the Compensation Committee recommended, and the Board of Trustees approved, increasing the multiples for Messrs. Craven and Willis from two times to three times after concluding their multiples were not on market terms as those of similarly situated executives at peer companies.The Compensation Committee 18 Year Base
Salary Bonus(1) Share
Awards(2) Non-Equity
Incentive Plan
Compensation Change in Pension
Value and
Nonqualified Deferred
Compensation
Earnings All Other
Compensation(3) Total 2014 $ 500,000 $ 1,000,000 $ 1,101,000 — — $ 35,000 $ 2,636,000 2013 $ 450,000 $ 900,000 $ 917,500 — — $ 35,000 $ 2,302,500 2012 $ 400,000 $ 575,000 $ 688,125 — — $ 35,000 $ 1,698,125 2014 $ 335,000 $ 315,000 $ 275,250 — — $ 20,000 $ 945,250 2013 $ 315,000 $ 315,000 $ 275,250 — — $ 20,000 $ 925,250 2012 $ 300,000 $ 250,000 $ 229,375 — — $ 20,000 $ 799,375 2014 $ 335,000 $ 400,000 $ 458,750 — — $ 20,000 $ 1,213,750 2013 $ 315,000 $ 315,000 $ 321,125 — — $ 20,000 $ 971,125 2012 $ 300,000 $ 250,000 $ 275,500 — — $ 20,000 $ 845,500 Name and Principal Position Year Base Salary Non-Equity Incentive Plan Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings Total Jeffrey H. Fisher 2015 $600,000 $1,000,000 $2,142,726 --- --- $72,052 $3,814,778 Chairman, President & Chief Executive Officer 2014 $500,000 $1,000,000 $1,101,000 --- --- $80,829 $2,681,829 2013 $450,000 $900,000 $917,500 --- --- $73,215 $2,340,715 Dennis M. Craven 2015 $375,000 $375,000 $1,063,843 --- --- $33,902 $1,847,745 Executive Vice President & Chief Operating Officer 2014 $335,000 $400,000 $458,750 --- --- $37,332 $1,231,082 2013 $315,000 $315,000 $321,125 --- --- $36,652 $987,777 Peter Willis 2015 $345,000 $345,000 $529,550 --- --- $26,930 $1,246,480 Executive Vice President & Chief Investment Officer 2014 $335,000 $315,000 $275,250 --- --- $33,918 $959,168 2013 $315,000 $315,000 $275,250 --- --- $33,227 $938,477 Jeremy Wegner 2015 $260,000 $366,853 --- --- $74,369 $850,222 Senior Vice President & Chief Financial Officer (1)(1 ) Any bonus awards are determined at the sole discretion of our Compensation Committee and our Board of Trustees based on ourthe implementation of our business plan and such other factors as the Compensation Committee and the Board may deem appropriate. Amounts for each year were awarded early in the following year.(2)(2in 2012,to the named executive officers. As part of our 2013 and 2014 compensation, restricted shares were awarded to Messrs. Fisher, Willis and Craven with half of the award to be payable in time-based restricted shares and half of the award to be paid in the form of performance-based restricted shares. For the 2012 grants, which were awarded in February 2013 the time-based shares granted were 30,688 to Mr. Fisher, 10,229 to Mr. Willis and 12,275 to Mr. Craven. The 2012 awards also included performance-based awards valued at $375,000 to Mr. Fisher, $125,000 to Mr. Willis, and $150,000 to Mr. Craven, however, those amounts have been discounted by 16.5% above to reflect the inherent risk of not attaining the necessary performance objectives for the shares to vest. For the 2013share grants, which were awarded in January 2014 and included in the time-based shares granted were 23,555 totable as 2013 compensation, Mr. Fisher 7,852 towas granted 23,555 time-based restricted shares, Mr. Willis was granted 7,852 time-based restricted shares and Mr. Craven was granted 9,422 to Mr. Craven.time-based restricted shares. The 2013 share awards also included performance basedperformance-based restricted share awards valued at $500,000 to Mr. Fisher, $150,000 to Mr. Willis, and $175,000 to Mr. Craven, however, those amounts have been discounted by 16.5% above to reflect the inherent risk of not attaining the necessary performance objectives for the shares to vest. This column does not includeSee “Description of Vesting Provisions for Certain Performance-Based Equity Awards—2013 Performance-Based Restricted Share Awards” for a description of the vesting and performance conditions.For the 2014 share grants, of time-based shares madewhich were awarded in January 2015 forand included in the table as 2014 service which werecompensation, Mr. Fisher was granted as follows: the19,275 time-based restricted shares, wereMr. Willis was granted 19,2754,821 time-based restricted shares and Mr. Craven was granted 8,031 time-based restricted shares. The 2014 share awards also included performance-based restricted share awards valued at $600,000 to Mr. Fisher, 4,821$150,000 to Mr. Willis, and 8,031$250,000 to Mr. Craven, nor does it includehowever, those amounts have been discounted by 16.5% above to reflect the inherent risk of not attaining the necessary performance objectives for the shares to vest. See “Description of Vesting Provisions for Certain Performance-Based Equity Awards—2014 Performance-Based Restricted Share Awards” for a description of the vesting and performance conditions.As part of our 2015 compensation program, our Board of Trustees approved two separate LTIP unit award grants. The first LTIP unit award grants were made in June 2015 under our 2015 Outperformance Plan, pursuant to which Messrs. Fisher, Craven and Willis received 89,817, 53,157 and 21,996 Class A Performance LTIP units, respectively. Those grants have been valued at 35% of performance-based sharesthe maximum award due to the inherent risk of not attaining the necessary performance objectives for the Class A Performance LTIP units to vest. See “Compensation Discussion and Analysis—2015 Outperformance Plan” for a description of the vesting and performance conditions. The second LTIP unit award grants for 2015, awarded in January 2016, were comprised of time-based LTIP units of 36,030 to Mr. Fisher, 13,512 to Mr. Craven, 9,009 to Mr. Willis and 4,506 to Mr. Wegner and Class A Performance LTIP units valued at $350,000 to Mr. Fisher, $131,250 to Mr. Craven, $87,500 to Mr. Willis, and $43,750 to Mr. Wegner in 2016, however, those amounts have been discounted by 16.5% above to reflect the same time ininherent risk of not attaining the same amounts. necessary performance objectives for the LTIP units to vest. See “Description of Vesting Provisions for Certain Performance-Based Equity Awards—2015 Performance-Based Class A Performance LTIP Unit Awards” for a description of the vesting and performance conditions.All time-based restricted common share awards and time-based LTIP unit awards vest ratably over the first three anniversaries of the date of grant. Amounts in this column represent the aggregate grant date fair value of the awards made. Amounts were calculated in accordance with Accounting Standards Codification Topic 718,Compensation — Stock Compensation, or ASC Topic 718.(3)(3Amounts reported in this column include distributions paid on unvested restricted shares and LTIP units, life, health and dental premiums paid by the Company on behalf of the named executive officers, and matching contributions to the 401(k) accounts of Messrs. Fisher, Willis and Craven as follows: $10,000 each in 2012, $10,200 each in 2013, and $10,400 each in 2014.2014, and $10,600 each in 2015. In 2015, Mr. Wegner also received $65,000 in relocation expenses in connection with his employment commencing June 1, 2015.(4 ) Mr. Wegner received a $260,000 base salary for 2015 which was prorated for the period he actually was employed by the Company from June 1, 2015 through December 31, 2015. 19in 2014during calendar year 2015 to the named executive officers. The dollar amounts indicated under “Grant Date Fair Value” is the full fair value of each restricted share award computed in accordance with FASB Accounting Standards Codification Topic 718, which, with respect to the value of performance-based restricted share awards, is based on the probable outcome of the performance conditions as of the grant date of the award. All grants of plan-based awards set forth below have been issued pursuant to and from the Company’s Equity Incentive Plan. Estimated Possible Payout
Under Equity Incentive Plan
Awards (#) Name Grant Date All Other Share
Awards or UnitsMinimum(3) Target(4) Maximum(5) Grant Date
Fair ValueJeffrey H. Fisher January 30, 2015 19,275 $ 606,584 January 30, 2015 — 19,275 $ 606,584 — 89,817 $ 2,499,607 Dennis M. Craven January 30, 2015 8,031 $ 252,274 January 30, 2015 — 8,031 $ 252,274 — 53,157 1,479,359 Peter Willis January 30, 2015 4,821 $ 151,717 January 30, 2015 — 4,821 $ 151,717 — 21,996 612,149 Jeremy Wegner June 1, 2015 8,949 $ 249,051 (1 ) All Other ShareAwards or UnitsEstimated Possible PayoutUnder Equity Incentive PlanAwards (#)NameGrant DateMinimum(3)Maximum(4)Grant Date Fair ValueJeffrey H. FisherJanuary 31, 201423,517(1)$499,971(5)January 31, 2014— 23,517(2)$499,971(6)Peter WillisJanuary 31, 20147,056(1)$150,011(5)January 31, 2014— 7,056(2)$150,011(6)Dennis M. CravenJanuary 31, 20148,232(1)$175,012(5)January 31, 2014— 8,232(2)$175,012(6)(1)20142015 to Messrs. Fisher, Willis and Craven pursuant to our Equity Incentive Plan with half of the award to be payable in time-based restricted shares and half of the award to be paid in the form of performance-based restricted shares based on the attainment of certain performance conditions All 2014Craven. These restricted share awards vest ratably over the first three anniversaries of the date of grant. The award is subject to time-based vesting ratablygrant on January 31, 2015,30, 2016, 2017 and 2017.(2)(2The 2014)Reflects performance-based awards made to the named executive officers were valued as follows: $500,000 to Mr. Fisher, $150,000 to Mr. Willis, and $175,000 to Mr. Craven.(3)Represents performance-basedrestricted share awards that may be paid based on the attainment of certain performance thresholds. See “Description of Vesting Provisions for Certain Performance-Based Equity Awards—2014 Performance-Based Restricted Share Awards” for a description of the vesting and performance conditions.(3 ) Represents the minimum amount payable pursuant to the performance-based awards. In the event the performance under these awards fail to vest because specifiedmeet or exceed the “target” level of performance metrics are not met.required, none of the performance-based awards will be paid.(4)(4Assumes that performance meets the target level under the award. (5 ) Assumes that all performance-based share awards vest due to the achievement of the necessarymaximum performance objectives.objectives under the award.(5)(6The grant date fair value of the time-based restricted share awards was calculated in accordance with ASC Topic 718 based on the closing sharesales price of $21.26our common shares of $31.47 on January 30, 2014.29, 2015.(6)(7The grant date fair value of the performance-based restricted share awards was calculated in accordance with ASC Topic 718 based on a the closing sharesales price of $21.26our common shares of $31.47 on January 30, 2014.29, 2015.(8 ) Reflects Class A Performance LTIP units granted on June 1, 2015 to each of these named executive officers under our 2015 Outperformance Plan. Our 2015 Outperformance Plan is a 5-year plan (three years of performance and two years of additional time-based vesting) with an estimated maximum award value of $7.0 million. See “Compensation Discussion and Analysis—2015 Outperformance Plan” for a description of the vesting and performance conditions. (9 ) The grant date fair value of the Class A Performance LTIP units was calculated in accordance with ASC Topic 718 based on the closing sales price for our common shares of $27.83 on May 29, 2015. (10 ) Reflects restricted share award to Mr. Wegner upon commencing employment with the Company. The share award vests ratably over the first three anniversaries of the date of grant. (11 ) The grant date fair value of the time-based restricted share awards was calculated in accordance with ASC Topic 718 based on the closing sales price of our common shares of $27.83 on May 29, 2015. 202014. Number of
Shares or
Units That
Have Not
Vested (#) Market
Value of
Shares That
Have Not
Vested ($) Equity Incentive Plan
Awards: Number of
Unearned Shares or
Other Rights That
Have Not Vested
(Unearned
Performance-Based
Restricted Shares)(#) Equity Incentive Plan
Awards: Market or Payout
Value of Unearned Shares
or Other Rights That Have
Not Vested (Unearned
Performance-Based
Restricted Shares) ($) 39,788 (1) $ 1,152,658 — — 49,450 (2) $ 1,432,567 49,449 (3) $ 1,432,538 6,517 (1) $ 188,797 — — 15,699 (2) $ 454,800 15,699 (3) $ 454,800 5,250 (1) $ 152,093 — — 18,604 (2) $ 538,958 18,604 (3) $ 538,958 Name Number of Shares or Units That Have Not Vested (#) Market Value of Shares That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (Unearned Performance-Based Shares or Units)(#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested (Unearned Performance-Based Shares or Units) ($) Jeffrey H. Fisher 42,804 $ 876,626 7,851 $ 160,788 15,678 321,085 19,275 394,752 89,817 1,839,452 Dennis M. Craven 16,659 $ 341,176 3,140 $ 64,307 5,488 112,394 8,031 164,475 53,157 1,088,655 Peter Willis 12,141 $ 248,648 2,616 $ 53,576 4,704 96,338 4,821 98,734 21,996 450,478 Jeremy Wegner 8,949 $ 183,276 (1)Reflects the(1 ) Mr. Fisher received a time-based restricted common share grant of LTIP unit awards to23,555 shares on January 29, 2013 as part of his 2012 compensation package. Of this amount 7,851 shares were unvested on December 31, 2015 (although such unvested shares subsequently vested on January 29, 2016). Mr. Fisher received a time-based restricted common share grant of 23,517 shares on January 31, 2014 as part of his 2013 compensation package. Of this amount 15,678 shares were unvested on December 31, 2015 (with 7,839 shares having vested on January 31, 2016 and 7,839 shares vesting on January 31, 2017, provided Mr. Fisher remains employed with the executive under our Equity Incentive Plan upon completionCompany as of our IPO or, insuch date. Mr. Fisher received a time-based restricted common share grant of 19,275 shares on January 30, 2015 as part of his 2014 compensation package, all of which were unvested and outstanding on December 31, 2015 (with 6,425 shares having vested on January 30, 2016, 6,425 shares vesting on January 30, 2017 and 6,425 shares vesting on January 30, 2018, provided Mr. Fisher remains employed with the caseCompany as of such date. Mr. Craven in connectionreceived a time-based restricted common share grant of 9,422 shares on January 29, 2013 as part of his 2012 compensation package. Of this amount 3,140 shares were unvested on December 31, 2015 (although such unvested shares subsequently vested on January 29, 2016). Mr. Craven received a time-based restricted common share grant of 8,232 shares on January 31, 2014 as part of his 2013 compensation package. Of this amount 5,488 shares were unvested on December 31, 2015 (with 2,744 shares having vested on January 31, 2016 and 2,744 shares vesting on January 31, 2017, provided Mr. Craven remains employed with the commencementCompany as of such date. Mr. Craven received a time-based restricted common share grant of 8,031 shares on January 30, 2015 as part of his employment. The awards2014 compensation package, all of LTIP units vest ratablywhich were unvested and outstanding on eachDecember 31, 2015 (with 2,677 shares having vested on January 30, 2016, 2,677 shares vesting on January 30, 2017 and 2,677 shares vesting on January 30, 2018, provided Mr. Craven remains employed with the Company as of such date. Mr. Willis received a time-based restricted common share grant of 7,852 shares on January 29, 2013 as part of his 2012 compensation package. Of this amount 2,616 shares were unvested on December 31, 2015 (although such unvested shares subsequently vested on January 29, 2016). Mr. Willis received a time-based restricted common share grant of 7,056 shares on January 31, 2014 as part of his 2013 compensation package. Of this amount 4,704 shares were unvested on December 31, 2015 (with 2,352 shares having vested on January 31, 2016 and 2,352 shares vesting on January 31, 2017, provided Mr. Willis remains employed with the first five anniversariesCompany as of such date. Mr. Willis received a time-based restricted common share grant of 4,821 shares on January 30, 2015 as part of his 2014 compensation package, all of which were unvested and outstanding on December 31, 2015 (with 1,607 shares having vested on January 30, 2016, 1,607 shares vesting on January 30, 2017 and 1,607 shares vesting on January 30, 2018, provided Mr. Willis remains employed with the dateCompany as of grant: April 23, 2011, April 23, 2012, April 23, 2013, April 23, 2014 and April 23, 2015, in the case of Messrs. Fisher and Willis; and on September 9, 2011, September 9, 2012, September 9, 2013, September 9, 2014 and September 9, 2015, in the case of Mr. Craven. Unless and until LTIP units reach parity with common shares, the value of LTIP units can only be estimated. However, forsuch date. For purposes of calculating the market value of LTIP units and restricted common shares that have not vested, the market value per unvested LTIP unit and restricted common share is assumed to be $28.97,$20.48, the closing marketsale price per common share at the end of the last completed fiscal year, December 31, 2014. This table reflects that he LTIP units for Mr. Craven reached parity with our common shares during 2013 and the LTIP units for Messrs.on December 31, 2015.(2 ) Mr. Fisher and Willis reached parity in 2014.(2)Reflects 2011 time-based restricted common share grants, issued on February 23, 2012, which vest ratably on each of the first three anniversaries of the date of grant: February 23, 2013, February 23, 2014, and February 23, 2015; 2012 share grants, issued on January 29, 2013, which vest ratably on each of the first three anniversaries of the date of grant: January 29, 2014, January 29, 2015, and January 29, 2016; and 2013 share grants, issued on January 31, 2014, which vest ratably on each of the first three anniversaries of the date of grant: January 31, 2015, January 31, 2016, and January 31, 2017.(3)Reflects 2011received a performance-based restricted common share grants, issued on February 23, 2012, which vest ratably on eachgrant of the first three anniversaries of the date of grant: February 23, 2013, February 23, 2014, and February 23, 2015; 2012 share grants, issued23,555 shares on January 29,1, 2013 which vest ratablyas part of his 2012 compensation package. Of this amount, all but 7,851 shares had vested on each of the first three anniversaries of the date of grant: January 29, 2014, January 29,December 31, 2015 and January 29, 2016; and 2013 share grants, issued(although such unvested shares subsequently vested on January 31, 2014, which vest ratably on each of the first three anniversaries of the date of grant: January 31, 2015, January 31,1, 2016 and January 31, 2017.upon meeting performance thresholds). This table further assumes that conditions will be met so that performance-based shares will vest and thus are valued at $28.97$20.48 as well.(3 ) Mr. Fisher received a performance-based restricted common share grant of 23,517 shares on January 31, 2014 as part of his 2013 compensation package. Of this amount, all but 15,678 shares vested on December 31, 2015 (with 7,839 shares having vested on January 31, 2016 upon meeting performance thresholds and 7,839 shares vesting on January 31, 2017, provided performance thresholds are met and Mr. Fisher remains employed with the Company as of such date). (4 ) Mr. Fisher received a performance-based restricted common share grant of 19,275 shares on January 30, 2015 as part of his 2014 compensation package, all of which were unvested and outstanding on December 31, 2015 (with 6,425 shares having vested on January 30, 2016 upon meeting performance thresholds, 6,425 shares vesting on January 30, 2017 and 6,425 shares vesting on January 30, 2018, provided performance thresholds are met and Mr. Fisher remains employed with the Company as of such date). (5 ) Mr. Fisher received a performance-based Class A LTIP unit grant of 89,817 shares on June 1, 2015 pursuant to the Company’s Outperformance Plan, all of which were unvested and outstanding on December 31, 2015. No performance thresholds were met as of the date hereof. (6 ) Mr. Craven received a performance-based restricted common share grant of 9,422 shares on January 1, 2013 as part of his 2012 compensation package. Of this amount, all but 3,140 shares were vested on December 31, 2015 (although such unvested shares subsequently vested on January 1, 2016 upon meeting performance thresholds). This table further assumes that conditions will be met so that performance-based shares will vest and thus are valued at $20.48 as well. (7 ) Mr. Craven received a performance-based restricted common share grant of 8,232 shares on January 31, 2014 as part of his 2013 compensation package. Of this amount, all but 5,488 shares were vested on December 31, 2015 (with 2,744 shares having vested on January 31, 2016 upon meeting performance thresholds and 2,744 shares vesting on January 31, 2017, provided performance thresholds are met and Mr. Craven remains employed with the Company as of such date). (8 ) Mr. Craven received a performance-based restricted common share grant of 8,031 shares on January 30, 2015 as part of his 2014 compensation package, all of which were unvested and outstanding on December 31, 2015 (with 2,677 shares having vested on January 30, 2016 upon meeting performance thresholds, 2,677 shares vesting on January 30, 2017 and 2,677 shares vesting on January 30, 2018, provided performance thresholds are met and Mr. Craven remains employed with the Company as of such date). (9 ) Mr. Craven received a performance-based Class A LTIP unit grant of 53,157 shares on June 1, 2015 pursuant to the Company’s Outperformance Plan, all of which were unvested and outstanding on December 31, 2015. No performance thresholds were met as of the date hereof. (10 ) Mr. Willis received a performance-based restricted common share grant of 7,852 shares on January 1, 2013 as part of his 2012 compensation package. Of this amount, all but 2,616 shares were vested on December 31, 2015 (although such unvested shares subsequently vested on January 1, 2016 upon meeting performance thresholds). This table further assumes that conditions will be met so that performance-based shares will vest and thus are valued at $20.48 as well. (11 ) Mr. Willis received a performance-based restricted common share grant of 7,056 shares on January 31, 2014 as part of his 2013 compensation package. Of this amount, all but 4,704 shares were vested on December 31, 2015 (with 2,352 shares having vested on January 31, 2016 upon meeting performance thresholds and 2,352 shares vesting on January 31, 2017, provided performance thresholds are met and Mr. Willis remains employed with the Company as of such date). (12 ) Mr. Willis received a performance-based restricted common share grant of 4,821 shares on January 30, 2015 as part of his 2014 compensation package, all of which were unvested and outstanding on December 31, 2015 (with 1,607 shares having vested on January 30, 2016 upon meeting performance thresholds, 1,607 shares vesting on January 30, 2017 and 1,607 shares vesting on January 30, 2018, provided performance thresholds are met and Mr. Willis remains employed with the Company as of such date). (13 ) Mr. Willis received a performance-based Class A LTIP unit grant of 21,996 shares on June 1, 2015 pursuant to the Company’s Outperformance Plan, all of which were unvested and outstanding on December 31, 2015. No performance thresholds were met as of the date hereof. (14 ) Mr. Wegner received a time-based restricted share grant of 8,949 shares on June 1, 2015 in connection with the start of his employment with the Company, all of which were unvested and outstanding on December 31, 2015 (with 2,983 shares vesting on June 1, 2016, 2,983 shares vesting on June 1, 2017 and 2,983 shares vesting on June 1, 2018, provided Mr. Wegner remains employed with the Company as of such date). 2120142015 of time-based and performance-based restricted common shares and LTIP units previously granted to our named executive officers. The Company has not granted option awards to its named executive officers. Share/Unit Awards Number of Shares
Acquired on Vesting(1)
(#) Value Realized on
Vesting ($)(2) 39,788 (3) $ 814,858 36,162 (4) $ 1,047,613 6,517 (3) $ 133,468 12,054 (4) $ 349,204 5,250 (3) $ 121,170 14,464 (4) $ 419,022 Share/Unit Awards Name
Acquired on Vesting (1) (#)
Vesting ($) (2) Jeffrey H. Fisher LTIP Units 39,788 $ 1,162,207 Shares 51,841 $ 1,061,704 Dennis M. Craven LTIP Units 5,250 $ 119,595 Shares 19,952 $ 408,617 Peter Willis LTIP Units 6,517 $ 190,362 Shares 16,758 $ 343,204 Jeremy Wegner -- $ -- (1)(1 ) Amounts include vested restricted common shares and LTIP units. (2)(2The LTIP units for Messrs. Fisher, Willis and Craven are athave reached parity with our common shares,units of Chatham OP, and thus the market value per vested LTIP unit was assumed in the above to be the closing sales price per share of our common shares on the vesting date. For Messrs. Fisher and Willis, the closing price per share of our common shares on April 23, 2014 was $20.48, and for Mr. Craven, the closing price per share of our common shares on September 9, 2014 was $28.97. For purposes of calculating the market value of restricted common shares that have vested, the market value per vested restricted common share is assumed to be $28.97, the closing marketsales price per share of our common share at the end of the last completed fiscal year, December 31, 2014. This table assumes that all performance metrics were attained to causeshares on the vesting of the performance-based shares.date.(3)Reflects the vesting of one-fifth of the LTIP unit awards to the executive under our Equity Incentive Plan upon completion of our IPO or, in the case of Mr. Craven, in connection with the commencement of his employment. The awards of LTIP units vest ratably on each of the first five anniversaries of the date of grant: April 23, 2011, April 23, 2012, April 23, 2013, April 23, 2014 and April 23, 2015, in the case of Messrs. Fisher and Willis; and on September 9, 2011, September 9, 2012, September 9, 2013, September 9, 2014 and September 9, 2015, in the case of Mr. Craven.(4)Reflects the vesting of time-based and performance-based restricted common shares issued on February 23, 2012, which vest ratably on each of the first three anniversaries of the date of grant: February 23, 2013, February 23, 2014, and February 23, 2015, and restricted common share grants, issued on January 29, 2013, which vest ratably on each of the first three anniversaries of the date of grant: January 29, 2014, January 29, 2015, and January 29, 2016.$500,000$600,000 for 2014,2015, subject to increase in the discretion of the Board or its Compensation Committee. For 2015,2016, the Compensation Committee ratified an increased annual base salary to $600,000.of $600,000 for Mr. Fisher.Peter Willis and Dennis M. Craven.Craven and Peter Willis. Our employment agreements with Mr. WillisCraven and Mr. Craven,Willis, which we entered into in April and September 2010, respectively, each of which was amended in January 2015, had initial terms of three years and renewed, and will continue to renew, for one-year terms thereafter unless terminated by written notice delivered at least 30 days before the end of the then-current term. Mr. WillisCraven and Mr. Craven eachWillis received 20142015 annual base salaries of $335,000,$375,000 and $345,000, respectively, subject to increase in the discretion of the Board or the Compensation Committee. The Compensation Committee approved increased 2015ratified 2016 annual base salaries of $375,000 and $345,000 for Mr. Craven and $375,000 to Mr. Willis, respectively.Craven, respectively. The employment agreements entitle eachWegner’s annual base salary was $260,000 for 2015, subject to increase in the discretion of the Board or the Compensation Committee. For 2016, the Compensation Committee ratified an increased annual base salary of $285,000 for Mr. Willis and Mr. Craven to fringe benefits substantially similar to those afforded to Mr. Fisher, as described above.Wegner.22CravenWegner are each eligible to earn an annual cash bonus at the discretion of the Compensation Committee or to the extent that prescribed individual and corporate goals established by the Compensation Committee are achieved.(includingincluding life insurance)insurance, or hospital plans).certain paymentspayment of earned but unpaid compensation up to the date of the termination of his or her employment in the event that employment ends upon termination by us for “cause,” resignation without “good reason” (as defined below), death or disability or any reason other than a termination by us without “cause” or his resignation with “good reason.” The agreements define “cause” as (1) a failure to perform a material duty or a material breach of an obligation set forth in the applicable employment agreement or a breach of a material and written policy other than by reason of mental or physical illness or injury, (2) a breach of the officer’s fiduciary duties, (3) conduct that demonstrably and materially injures us monetarily or otherwise or (4) a conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or fraud or dishonesty involving our assets, and that in each case is not cured, to the Board’s reasonable satisfaction, within 30 days after written notice. In any such event, each of the employment agreements provides for the payment of any earned but unpaid compensation up to the date of termination and any benefits due under the terms of any of our employee benefit plans.TheIn the cases of Messrs. Fisher, Craven and Willis, the applicable officer shall also be entitled to receive, subject to signing a general release of claims, an amount equal to three times his base salary in effect at the time of termination, an amount equal to three times the highest annual bonus paid to him for the three fiscal years ended immediately before the date of termination, a pro-rated bonus for the then-current fiscal year based on his annual bonus for the fiscal year ended immediately prior to his termination and an amount equal to three times the annual premium or cost paid by us for the officer’ssofficer’s health, dental, vision, disability and life insurance coverage in effect on his termination date.3336 of our wholly owned hotels and 81 of the hotels owned by our two joint ventures with affiliates of NorthStar, and that we may engage to manage certain additional hotels we acquire in the future pursuant to management agreements with our taxable REIT subsidiaries, or TRS Lessees. In order to permit IHM to qualify as an “eligible independent contractor” as required by applicable tax law, Mr. Fisher’s employment agreement permits him to be the principal owner and serve as a director of entities engaged in the hotel management business, and to devote business time to those companies, so long as (1) such activities do not interfere with the performance of his duties to us and (2) he does not serve as an officer or employee of, or receive compensation for service as a director of, any such entity providing hotel management services to us or our affiliates.23CravenWegner under their employment agreements and the Company’s compensation and benefit plans and arrangements in the event the executive’s employment is terminated under various scenarios, including involuntary termination without cause, voluntary or involuntary termination with cause, voluntary resignation with good reason, involuntary or good reason termination in connection with a change in control and termination due to death and disability. The amounts shown below are estimates of the amounts that would be paid to Messrs. Fisher, Craven, Willis and CravenWegner upon termination of their employment assuming that such termination was effective on December 31, 2014 and also reflect the amendments made in January 2015 to the employment agreements of Messrs. Willis and Craven.2015. Actual amounts payable will depend upon compensation levels at the time of termination, the amount of future equity awards and other factors, and will likely be greater than amounts shown in this table. Cash Severance
Payment ($) Payment in Lieu of
Medical/Welfare
Benefits
(present value)
($)(4) Acceleration and
Continuation of
Equity Awards
($)(5) Excise Tax
Gross-up
($)(6) Total
Termination
Benefits
($) $ 5,500,000 $ 35,000 $ 4,017,791 $ — $ 9,552,791 — — — — — — — 4,017,791 $ — $ 4,017,791 5,500,000 105,000 4,017,791 $ — $ 9,622,791 — — 4,017,791 — 4,017,791 $ 2,265,000 $ 20,000 $ 1,098,397 $ — $ 3,383,397 — — — — — — — 1,098,397 — 1,098,397 2,265,000 40,000 1,098,397 — 3,403,397 — — 1,098,397 — 1,098,397 $ 2,605,000 $ 20,000 $ 1,230,009 $ — $ 3,855,009 — — — — — — — 1,230,009 — 1,230,009 2,605,000 40,000 1,230,009 — 3,875,009 — — 1,230,009 — 1,230,009 Cash Severance Payment ($) $ 5,800,000 $ 20,000 $ 3,592,704 $ — $ 9,412,704 Voluntary Termination or Involuntary Termination with Cause — — — — — Change in Control (No Termination) — — 3,592,704 — 3,592,704 5,800,000 60,000 3,592,704 — 9,452,704 Death or Disability — — 3,592,704 — 3,592,704 $ 2,700,000 $ 20,000 $ 1,771,008 $ — $ 4,491,008 Voluntary Termination or Involuntary Termination with Cause — — — — — Change in Control (No Termination) — — 1,771,008 — 1,771,008 2,700,000 60,000 1,771,008 — 4,531,008 Death or Disability — — 1,771,008 — 1,771,008 $ 2,415,000 $ 20,000 $ 974,774 $ — $ 3,409,774 Voluntary Termination or Involuntary Termination with Cause — — — — — Change in Control (No Termination) — — 974,774 — 974,774 2,415,000 60,000 974,774 — 3,409,774 Death or Disability — — 974,774 — 974,774 $ 780,000 $ 20,000 $ 183,276 $ — $ 983,276 Voluntary Termination or Involuntary Termination with Cause — — — — — Change in Control (No Termination) — — 183,276 — 183,276 1,560,000 40,000 183,276 — 1,783,276 Death or Disability — — 183,276 — 183,276 (1)(1 ) The amounts shown in the table do not include accrued salary, earned but unpaid bonuses, accrued but unused vacation pay or the distribution of benefits from any tax-qualified retirement or 401(k) plan. Those amounts are payable to Messrs. Fisher, Craven, Willis and CravenWegner upon any termination of employment, including an involuntary termination with cause and a resignation without good reason.(2)(2Amounts in this row are calculated in accordance with the applicable employment agreement as described more fully under “— Employment Agreements” and take into account the amendments made to the employment agreements of Messrs. Willis and Craven in January 2015..(3)(3A termination of employment due to death or disability entitles Messrs. Fisher, Craven, Willis and CravenWegner to benefits under the Company’s life insurance and disability insurance plans. In addition, outstanding restricted share awards and LTIP unit awards immediately vest upon a termination of employment due to death or disability.(4)(4The amounts shown in this column are estimates of the annual premiums payable by the Company for health care, insurance and other benefits expected to be provided to Messrs. Fisher, Craven, Willis and Craven.Wegner.24(5)(5Pursuant to SEC rules, for purposes of this table, the market value per common share and LTIP unit is assumed to be $28.97,$20.40, the closing market price per common share on December 31, 2014.2015.(6)(6The employment agreements with Messrs. Fisher, Craven, Willis and CravenWegner do not provide an indemnification or gross-up payment for the parachute payment excise tax under Sections 280G and 4999 of the Code. The employment agreements instead provide that the severance and any other payments or benefits that are treated as parachute payments under the Code will be reduced to the maximum amount that can be paid without an excise tax liability. The parachute payments will not be reduced, however, if the executive will receive greater after-tax benefits by receiving the total or unreduced benefits (after taking into account any excise tax liability payable by the executive). The amounts shown in the table assume that Messrs. Fisher, Craven, Willis and CravenWegner will receive the total or unreduced benefits.2014,2015, relating to our Equity Incentive Plan pursuant to which grants of common share options, share awards, share appreciation rights, performance units and other equity-based awards options may be granted from time to time. Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights Number of Securities
Remaining Available
for Future Issuance under
Equity Compensation
Plans — — 2,296,4582,013,791 — — — 2,296,458 2,013,791 2015, 332016, 36 of our wholly owned hotels and 81 hotels owned by our two joint ventures with affiliates of NorthStar are managed by IHM, which is majority owned by Mr. Fisher. The management agreements with IHM have an initial term of five years and may be renewedwill automatically renew for two successive five-year periods atunless IHM provides written notice no later than 90 days prior to the optionthen current term’s expiration date of IHM.their intent not to renew. The IHM management agreements provide for early termination upon sale of any IHM managed hotel for no termination fee, with six months’ advance notice. The IHM management agreements can also be terminated for cause. Additionally, if hotel operating performance does not meet specified levels we will be able to terminate any IHM management agreements at no cost. Management agreements with IHM provide for a base management fee of up to 3% of the hotel’s gross revenues, an accounting fee of between $1,200 and $1,500 per month per hotel, a revenue management fee of $1,000 per month, per hotel and, if certain financial thresholds are met or exceeded, an incentive management fee equal to 10% of the hotel’s net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues. For the year ended December 31, 2014,2015, we paid IHM an aggregate of approximately $5.8$8.2 million in management, accounting and revenue management fees and another $161,000$278,000 in incentive management fees pursuant to these management agreements.enforcement of the terms of any management agreements between us and IHM;whether and on what terms these management agreements will be renewed upon expiration;25whether and on what terms management contracts will be awarded to IHM; and• enforcement of the terms of any management agreements between us and IHM; whether hotel properties will be sold.• whether and on what terms these management agreements will be renewed upon expiration; • whether and on what terms management contracts will be awarded to IHM; and • whether hotel properties will be sold. the termination of those agreements and related substantial penalties; orother actions or failures to act by IHM that could result in liability to us or our TRS Lessees.• the termination of those agreements and related substantial penalties; or • other actions or failures to act by IHM that could result in liability to us or our TRS Lessees. $2.0$3.7 million and $1.6$2.0 million for the years ended December 31, 20142015 and 2013,2014, respectively. These costs are offset by the cost reimbursements from unconsolidated real estate entities included in revenues..20142015 fiscal year. To our knowledge, all of our executive officers, trustees, and beneficial owners of more than 10% of our common shares have timely complied with all of the filing requirements applicable to them with respect to transactions during the 20142015 fiscal year.26Code.2014,2015, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and PricewaterhouseCoopers LLP’s evaluation of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters that are required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16 (Communication with Audit Committees).20142015 filed with the Securities and Exchange Commission.the Committee is directly responsible for the appointment, compensation, and oversight of the work of the Company’s independent auditor, that the independent auditor reports directly to the Committee, and that the Committee retains and may terminate the services of the independent auditor;the Committee must approve in advance all audit engagement fees and terms, and all audit and non-audit services to be provided by the independent auditor;the Committee must establish procedures for the handling of complaints regarding accounting, internal controls, or auditing matters and for the confidential, anonymous submission of concerns by employees regarding accounting and auditing matters;• the Committee is directly responsible for the appointment, compensation, and oversight of the work of the Company’s independent auditor, that the independent auditor reports directly to the Committee, and that the Committee retains and may terminate the services of the independent auditor; the Committee must establish policies and procedures for the engagement of the outside auditor to perform non-audit services, including pre-approval of all non-audit services;27• the Committee must approve in advance all audit engagement fees and terms, and all audit and non-audit services to be provided by the independent auditor; • the Committee must establish procedures for the handling of complaints regarding accounting, internal controls, or auditing matters and for the confidential, anonymous submission of concerns by employees regarding accounting and auditing matters; • the Committee must establish policies and procedures for the engagement of the outside auditor to perform non-audit services, including pre-approval of all non-audit services; • the Committee will review and discuss the adequacy and effectiveness of “disclosure controls and procedures” in addition to other internal controls already reviewed by the Committee; and • the Committee has the authority and funding to engage accountants, lawyers and other advisers and experts as it deems necessary. the Committee will review and discuss the adequacy and effectiveness of “disclosure controls and procedures” in addition to other internal controls already reviewed by the Committee; andthe Committee has the authority and funding to engage accountants, lawyers and other advisers and experts as it deems necessary.www.chathamlodgingtrust.com.www.chathamlodgingtrust.com. The above summary of the Audit Committee charter is qualified by reference to the complete charter, which should be read in its entirety.2014.2015. AUDIT COMMITTEE Glen Gilbert (Chair) Miles Berger Joel F. Zemans 282014.2015. The Audit Committee has selected PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2015,2016, until and unless changed by action of the Audit Committee of the Board of Trustees. Although shareholder approval of the appointment is not required, the Company is asking the shareholders to ratify the appointment. If the shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee based on all relevant facts and circumstances at the time. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have an opportunity to make a statement to shareholders if he or she desires to do so and will be available to respond to appropriate questions.According to PricewaterhouseCoopers LLP, only full-time permanent employeesThus, all of PricewaterhouseCoopers LLP worked on the Company’s audit in 2014.20142015 and 2013: Amount 2014 2013 $ 721,800 $ 892,000 $ 209,000 $ 345,000 $ 155,344 $ 164,900 $ 451,800 $ 1,800 $ 1,537,944 $ 1,453,700 Amount Type 2015 2014 $ 861,000 $ 721,800 $ 69,000 $ 209,000 $ 175,000 $ 155,344 $ 1,800 $ 451,800 $ 1,106,800 $ 1,537,944 (1)(1 ) “Audit Fees” consist of fees and expenses billed for professional services rendered for the audit of the financial statements and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements, including the audit of the effectiveness of internal control over financial reporting. Audit Fees include fees for professional services rendered in connection with quarterly and annual financial statements and fees and expenses related to the issuance of consents and comfort letters by PricewaterhouseCoopers LLP related to our filings with the SEC. (2)(2“Audit-Related Fees” consist of fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not “Audit Fees,” including fees for the audits of the Company’s acquired hotels. In 2015, “Audit-Related Fees” included fees related to the Company’s acquisition of the Hilton Garden Inn in Marina Del Rey, California. (3)(3“Tax Fees” consist of fees and related expenses billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance and tax planning and structuring. (4)(4“All Other Fees” consist of fees and expenses for products and services that are not “Audit Fees,” “Audit-Related Fees” or “Tax Fees.” In 2014, “Other Fees” included fees related to the evaluation of the two joint venture acquisitions with NorthStar as well as fees related to the audit of the Company’s unconsolidated real estate entities. In 2015, “Other Fees” represented a software licensing fee. 2920152016 Annual Meeting:20162017 ANNUAL MEETING20162017 annual meeting of shareholders, it must comply with SEC Rule 14a-8 and be received by the Company no later than the date which is 120 days prior to the one-year anniversary of the date of this Proxy Statement, or December 19, 2015.2, 2016. Proposals may be mailed to the Company, to the attention of the Secretary, Chatham Lodging Trust, 50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, Florida 33480.33401. Our bylaws currently provide that in order for a shareholder proposal to be presented at our 20162017 annual meeting of shareholders, other than a shareholder proposal included in the Company’s proxy statement pursuant to Rule 14a-8, it must be received at our principal executive offices not earlier than the close of business on November 19, 2015,2, 2016, and not later than December 19, 2015.2, 2016. If the302016 2017 annual meeting of shareholders is scheduled to take place before April 21, 201619, 2017 or after June 20, 2016,18, 2017, then notice must be delivered no earlier than the close of business on the 150th day prior to the 20162017 annual meeting of shareholders and not later than the close of business on the later of the 120th day prior to the 20162017 annual meeting of shareholders or the tenth day following the day on which public announcement of the date of the 20162017 annual meeting of shareholders is first made by the Company. Any such proposal should be mailed to: Chatham Lodging Trust, 50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, Florida 33480,33401, Attn: Secretary.20142015 Annual Report to Shareholders (which is not a part of our proxy soliciting materials), is being mailed with this Proxy Statement to those shareholders that received a copy of the proxy materials in the mail. Additionally, and in accordance with SEC rules, you may access our Proxy Statement atwww.proxyvote.com, a “cookie-free” website that does not identify visitors to the site.A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 20142015 filed with the SEC will be provided to shareholders without charge upon written request directed to Investor Relations, Chatham Lodging Trust, 50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, Florida 33480.33401. The Company makes available on or through our website free of charge our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after filing.50 Cocoanut Row,222 Lakeview Avenue, Suite 211,200, West Palm Beach, Florida 33480.33401. A shareholder may examine the list for any legally valid purpose related to the Annual Meeting.31
ò˜Please detach hereò˜ The Board of Trustees recommends that you vote FOR the following: 1. Election of 01 C. Gerald Goldsmith 03 Joel F. Zemans ¨ Vote FOR ¨ Vote WITHHELD Trustees 05 Robert Perlmutter all nominees from all nominees 03 Jeffrey H. Fisher (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) The Board of Trustees recommends you vote FOR the following: ¨ For ¨ Against The Board of Trustees recommends you vote FOR the following: 2. Ratification of selection of independent registered public accountants.¨ For ¨ Against ¨ Abstain The Board of Trustees recommends you vote FOR the following: ¨ ¨For¨ ¨Against THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. Address Change? Mark box, sign, and indicate changes below: ¨Date Date CHATHAM LODGING TRUSTANNUAL MEETING OF SHAREHOLDERSThursday, May 21, 20159:00 AMThe Brazilian Court Hotel301 Australian AvenuePalm Beach, FL 33480
50 Cocoanut Row,2113348033401proxy 21, 2015.