SUMMIT HOTEL PROPERTIES, INC.

12600 Hill Country Boulevard, Suite R-100
Austin, Texas 78738

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of Summit Hotel Properties, Inc. (the “Company”) will be held on Monday, June 15, 2015 at 3:00 p.m., Central Time, at the Hampton Inn & Suites, 200 San Jacinto Boulevard, Austin, Texas 78701, for the following purposes:

1.              To elect to the Board of Directors the six nominees named in the attached proxy statement to serve until the next annual meeting of stockholders and until their successors are duly elected and qualify;

2.              To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015;

3.              To approve on an advisory (non-binding) basis compensation paid to the Company’s named executive officers;

4.              To approve the Amended and Restated Summit Hotel Properties, Inc. 2011 Equity Incentive Plan; and

5.              To transact such other business as may properly be brought before the Annual Meeting and at any adjournments or postponements thereof.

The Company knows of no other matters to come before the Annual Meeting.  Only stockholders of record as of the close of business on April 14, 2015 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement of the meeting.

Whether or not you plan to attend the Annual Meeting, your vote is very important, and the Company encourages you to vote promptly.

Austin, Texas

April 28, 2015

SUMMIT HOTEL PROPERTIES, INC.
12600 Hill Country Boulevard, Suite R-100
Austin, Texas 78738
(512) 538-2300

PROXY STATEMENT
2015 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Proxy Solicitation

The Board of Directors (the “Board”) of Summit Hotel Properties, Inc., a Maryland corporation, has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with its solicitation of proxies for its Annual Meeting of Stockholders (“Annual Meeting”) to be held on June 15, 2015, at 3:00 p.m., Central Time, at the Hampton Inn & Suites, 200 San Jacinto Boulevard, Austin, Texas 78701, and at any adjournments or postponements thereof.  These materials were first made available to stockholders on April 28, 2015.  Unless the context requires otherwise, references in this proxy statement to “Summit,” “we,” “our,” “us” and the “Company” refer to Summit Hotel Properties, Inc. and its consolidated subsidiaries.

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials on the Internet.  Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders.  All stockholders will have the ability to access the proxy materials at www.proxyvote.com or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email.  Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice of Internet Availability.  Stockholders also may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

In addition to solicitation by mail, certain of our directors, officers and employees may solicit proxies by telephone, personal contact or other means of communication.  They will not receive any additional compensation for these activities.  Also, brokers, banks and other persons holding common stock on behalf of beneficial owners will be requested to solicit proxies or authorizations from beneficial owners.  We will bear all costs incurred in connection with the preparation, assembly and mailing of the proxy materials and the solicitation of proxies and will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock.  Although no proxy solicitor has been engaged at this time, we may determine it is necessary to employ an outside firm to assist in the solicitation process.  If so, we will pay the proxy solicitor reasonable and customary fees.

No person is authorized to give any information or to make any representation not contained in this proxy statement and, if given or made, you should not rely on that information or representation as having been authorized by us.  The delivery of this proxy statement does not imply that the information herein has remained unchanged since the date of this proxy statement.

Summit Contact Information

The mailing address of our principal executive office is 12600 Hill Country Boulevard, Suite R-100, Austin, Texas 78738, and our main telephone number is (512) 538-2300.  We maintain an Internet website at www.shpreit.com.  Information at or connected to our website is not and should not be considered part of this proxy statement.

FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING

Q:                                   On what am I voting?

A:                                   You are being asked to vote on the following proposals:

·                  the election of the director nominees named in this proxy statement (Proposal No. 1);

·                  the ratification of Ernst & Young (“E&Y”) as our independent registered public accounting firm for the fiscal year ending December 31, 2015 (Proposal No. 2);

·                  the approval on an advisory (non-binding) basis of our named executive officers’ compensation (Proposal No. 3); and

·                  the approval of the Amended and Restated Summit Hotel Properties, Inc. 2011 Equity Incentive Plan (“Amended 2011 Plan”) (Proposal No. 4).

Q:                                   Who can vote?

A:                                   Holders of our common stock as of the close of business on the record date, April 14, 2015, are entitled to vote, either in person or by proxy, at the Annual Meeting.  Each share of our common stock has one vote.  Cumulative voting is not permitted in the election of directors.

Q:                                   How do I vote?

A:                                   By Proxy—Before the Annual Meeting, you can give a proxy to vote your shares in one of the following ways:

·                  by telephone;

·                  by Internet; or

·                  by completing and signing your proxy card and mailing it in time to be received prior to the Annual Meeting.

The telephone and Internet voting procedures are designed to confirm your identity, to allow you to give your voting instructions and to verify that your instructions have been properly recorded.  If you wish to vote by telephone or Internet, please follow the instructions that are included in the Notice of Internet Availability and the proxy card.  If you mail us your properly completed and signed proxy card, or vote by telephone or Internet, your shares will be voted according to the choices that you specify.

If you sign and mail your proxy card without marking any choices, your proxy will be voted:

·                  FOR the election of all director nominees named in this proxy statement (Proposal No. 1);

·                  FOR the ratification of E&Y as our registered independent public accounting firm for the fiscal year ending December 31, 2015 (Proposal No. 2);

·                  FOR the approval on an advisory (non-binding) basis of our named executive officers’ compensation (Proposal No. 3); and

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·                  FOR the approval of the Amended 2011 Plan (Proposal No. 4).

We do not expect that any other matters will be brought before the Annual Meeting.  However, by giving your proxy, you appoint the persons named as proxies as your representatives at the Annual Meeting.  If an issue should arise for vote at the Annual Meeting that is not included in the proxy material, the proxy holders will vote your shares in accordance with their best judgment.

In Person—You may come to the Annual Meeting and cast your vote there.  If your shares are held in the name of your broker, bank or other nominee and you wish to attend the Annual Meeting, you must bring an account statement or letter from the nominee indicating that you were the owner of the shares on April 14, 2015.  If your shares are held in the name of your broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a legal proxy from your broker, bank or other nominee that holds your shares giving you the right to those shares.

Q:                                   May I change or revoke my vote?

A:                                   Yes.  You may change your vote or revoke your proxy at any time prior to the Annual Meeting by:

·                  notifying our Secretary in writing that you are revoking your proxy;

·                  providing another signed proxy that is dated after the proxy you wish to revoke;

·                  using the telephone or Internet voting procedures; or

·                  attending the Annual Meeting and voting in person.

Q:                                   Will my shares be voted if I do not provide my proxy?

A:                                   It depends on whether you hold your shares in your own name or in the name of a bank or brokerage firm.  If you hold your shares directly in your own name, they will not be voted unless you provide a proxy or vote in person at the Annual Meeting.

Brokerage firms generally have the authority to vote customers’ un-voted shares on certain “routine” matters.  If your shares are held in the name of a brokerage firm, the brokerage firm can vote your shares for the ratification of E&Y as our registered independent public accounting firm for the fiscal year ending December 31, 2015 (Proposal No. 2) if you do not timely provide your voting instructions, because this matter is considered “routine” under the applicable rules.  The other items (Proposals Nos. 1, 3 and 4) are not considered “routine” and therefore may not be voted by your broker without instruction.

Q:                                   What constitutes a quorum?

A:                                   As of the record date, a total of 86,486,436 shares of our common stock were issued and outstanding and entitled to vote at the Annual Meeting.  To conduct the Annual Meeting, a majority of the shares entitled to vote must be present in person or by proxy.  This is referred to as a “quorum.”  If you submit a properly executed proxy card or vote by telephone or on the Internet, you will be considered part of the quorum.  Abstentions and broker “non-votes” will be counted as present and entitled to vote for purposes of determining a quorum.  A broker “non-vote” occurs when a bank, broker or other nominee who holds shares for another person has not received voting instructions from the owner of the shares and, under the applicable rules, does not have discretionary authority to vote on a matter.

Q:                                   What vote is needed to approve the matters submitted?

A:                                   Election of Directors (Proposal No. 1).  Directors are elected by a plurality of the votes cast at the Annual Meeting.  “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting.  For purposes of this vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal. The Board has adopted a policy on voting regarding directors.  Under the policy,

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at any meeting of stockholders at which members of the Board are to be elected by the stockholders in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” election will submit to the Board a written offer to resign from the Board no later than two weeks after the certification of the voting results.  For additional information regarding this policy, please see “Corporate Governance Matters—Policy on Voting Regarding Directors.”

Ratification of Appointment of E&Y (Proposal No. 2).  The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve this proposal.  For purposes of this vote, abstentions will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

Approval on an Advisory (Non-Binding) Basis of Our Named Executive Officers’ Compensation (Proposal No. 3).  The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve this proposal.  For purposes of this advisory vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

Approval of the Amended 2011 Plan (Proposal No. 4).  The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve this proposal.  For purposes of this vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

PROPOSAL NO. 1:
ELECTION OF DIRECTORS

As of the date of this proxy statement, the Board has seven members. The six persons named below, each of whom currently serves on the Board, have been recommended by the Nominating and Corporate Governance Committee and nominated by our Board to serve on the Board until our 2016 Annual Meeting of Stockholders and until their respective successors are elected and qualify. The Board has no reason to believe that any of the persons named below as a nominee for election to the Board will be unable, or will decline, to serve if elected.  Wayne W. Wielgus has informed the Nominating and Corporate Governance Committee that he will not seek re-election at the Annual Meeting, and accordingly, his tenure as director will end as of the date of the Annual Meeting.  In connection with Mr. Wielgus’ departure, the Board has decreased the size of the Board from seven to six, effective immediately following our Annual Meeting.  The Board has determined that all of the director nominees named below, other than Mr. Boekelheide and Mr. Hansen, are independent under applicable SEC and NYSE rules.

The following table sets forth the name, position with our company and age (as of the Annual Meeting) of each nominee for election to the Board at the Annual Meeting:

We believe that all of the nominees are intelligent, experienced, collegial, insightful and proactive with respect to management and risk oversight and that they exercise good judgment.  The biographical descriptions below set forth certain information with respect to each nominee for election to the Board, including the experience, qualifications, attributes or skills of each nominee that led us to conclude that such person should serve as a director, if elected.

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Kerry W. Boekelheide.  Mr. Boekelheide has served as our Executive Chairman of the Board since our formation in June 2010.  He served as the Chief Executive Officer and as a member of the Board of Managers of our predecessor, Summit Hotel Properties, LLC (“SHP LLC”), from January 2004 until February 2011.  Mr. Boekelheide served as the Chairman and sole director of The Summit Group, Inc. (“The Summit Group”) from 1991 until its dissolution in December 2012.  The Summit Group, with its affiliates, developed and acquired 54 hotels from 1991 through 2004.  Prior to forming The Summit Group, Mr. Boekelheide was President and a shareholder of Super 8 Management, Inc., which was responsible for the management of over 100 Super 8 Motels located across the United States and Canada, and held numerous other positions in various companies that developed, owned and operated Super 8 Motels in the United States and Canada.  Mr. Boekelheide received a B.S. degree in business from Northern State University.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Boekelheide should serve as a director, if elected, because he brings to the Board leadership experience and extensive experience and knowledge of our company and the hospitality industry.  As the founder and Chief Executive Officer of SHP LLC, our predecessor, and the Chairman of The Summit Group, our predecessor’s former hotel management company, Mr. Boekelheide has long-term and valuable hands-on knowledge of the issues, opportunities and challenges facing our company and our business.  In addition, Mr. Boekelheide brings his broad strategic vision for our company to the Board.

Daniel P. Hansen.  Mr. Hansen has served as our President and Chief Executive Officer and been a member of the Board since our formation in June 2010.  Prior to joining our company, Mr. Hansen served in various capacities at The Summit Group.  Mr. Hansen joined The Summit Group in October 2003 as Vice President of Investor Relations.  His responsibilities included leading the capital raising efforts for SHP LLC’s private placements of its equity securities and assisting in acquisition due diligence.  In 2005, he was appointed to SHP LLC’s Board of Managers and was promoted to Executive Vice President, in which capacity he was part of the team that acquired over $140 million of hotel properties and led the development of over $240 million of hotel assets.  He was appointed President of The Summit Group and Chief Financial Officer of SHP LLC in 2008.  His primary responsibilities included the development and execution of growth strategies for SHP LLC, raising equity capital and hotel development and acquisition.  Prior to joining The Summit Group, Mr. Hansen spent 11 years with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) in various leadership positions, culminating as a Vice President and Regional Sales Manager for Merrill Lynch in the Texas Mid-South Region, which included Texas, Louisiana, Arkansas and Oklahoma.  Mr. Hansen received a B.A. in economics from South Dakota State University.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Hansen should serve as a director, if elected, because he currently serves as our President and Chief Executive Officer and provides a critical link between the executive management team, which is responsible for the day-to-day management of our company, and the Board.  We believe his service as a director enables the Board to perform its oversight function with the benefits of management’s perspectives on our business.  Mr. Hansen also provides us with extensive experience in the hospitality industry as well as a capital markets background that will assist the Board in analyzing capital raising opportunities and issues.

Bjorn R. L. Hanson.  Dr. Hanson has been a member of the Board since the completion of our initial public offering, or IPO, in February 2011.  Dr. Hanson has worked in the hospitality industry for more than 35 years and has been involved in consulting, research and investment banking in the lodging sector.  He joined the New York University School of Continuing Professional Studies in June 2008 as a clinical professor teaching in the school’s graduate and undergraduate hospitality and tourism programs and directing applied research projects.  In 2010, he was appointed as the divisional dean of that school’s Preston Robert Tisch Center for Hospitality, Tourism, and Sports Management and returned to his full time faculty role in 2014.  Before joining the Tisch Center, Dr. Hanson was a partner with PricewaterhouseCoopers LLP and its predecessor, Coopers & Lybrand LLP, which he joined in 1989.  Dr. Hanson founded the hospitality, sports, convention and leisure practice and held various positions at PricewaterhouseCoopers and Coopers & Lybrand, including National Industry Chairman for the Hospitality Industries, National Service Line Director for Hospitality Consulting, National Industry Chairman for Real Estate, Real Estate Service Line Director and National Director of Appraisal Services.  Additionally, he served on the U.S. leadership committee and global financial advisory services management committee of PricewaterhouseCoopers.  Dr. Hanson was also managing director with two Wall Street firms, Kidder, Peabody & Co. and PaineWebber Inc., for which he led banking and research departments for lodging

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and gaming.  Dr. Hanson received a B.S. from Cornell University School of Hotel Administration, an M.B.A. from Fordham University and a Ph.D. from New York University.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Dr. Hanson should serve as a director, if elected, because he brings a wide range of experience in consulting, research and investment banking in the hospitality industry to the Board.  He also brings an academic perspective on the hospitality and tourism industries, which enhances the ability of the Board to analyze macroeconomic issues and trends relevant to our business.  Finally, Dr. Hanson’s leadership roles in market trend analysis, economic analysis and financial analysis specific to our industry provide the Board with additional depth in analyzing financial reporting issues faced by companies similar to ours.

Jeffrey W. Jones.  Mr. Jones has been a member of the Board since July 2014.  From 2003 to 2012, Mr. Jones served as the Chief Financial Officer for Vail Resorts, Inc. (NYSE: MTN)., a publicly held resort management company, and also served as a member of the board of directors of Vail Resorts, Inc. from 2008 through 2012. In addition, later in his tenure at Vail Resorts, Inc., Mr. Jones served as President — Lodging, Retail and Real Estate. Mr. Jones is currently a member of the board of directors and chairs the audit committee for Noodles & Company (Nasdaq: NDLS), a publicly held fast-casual restaurant chain with over 430 locations system wide. Mr. Jones also serves on the board of directors and chairs the audit and finance committee of Hershey Entertainment and Resorts, a privately held entertainment and hospitality company. In addition, Mr. Jones has been appointed to serve on the board of directors of Diamond Resorts International, Inc. (NYSE: DRII) effective immediately following the annual meeting of stockholders, scheduled for May 19, 2015.  He is also a member of the US Bank Advisory Board and is a member of the board of the Leeds School of Business, University of Colorado Boulder. Prior to joining Vail Resorts, Inc., Mr. Jones held chief financial officer positions with Clark Retail Enterprises and Lids Corporation. Mr. Jones received a BA in Accounting and American Studies from Mercyhurst College and is a member of the American Institute of Certified Public Accountants (AICPA).

The Board believes Mr. Jones should serve as a director because of his significant management, financial and hospitality industry experience and expertise, which he has acquired through his fifteen years as a chief financial officer, including ten years as chief financial officer and four years as a director, as well as president of lodging, retail and real estate, of a publicly held resort management company. In addition, Mr. Jones’s other experience as a public company director and audit committee member and chair provides the Board with perspective into corporate governance best practices.

Kenneth J. Kay.  Mr. Kay has been a member of the Board since July 2014.  Mr. Kay held the position of Chief Financial Officer of Las Vegas Sands Corp. (“Las Vegas Sands”) (NYSE: LVS) from December 2008 to July 2013, where he was responsible for all worldwide financial, planning, procurement, technology and risk aspects of the company.  Prior to working for Las Vegas Sands, Mr. Kay was Senior Executive Vice President and Chief Financial Officer of CB Richard Ellis Group, Inc. (“CBRE”) (NYSE: CBG), a global commercial real estate services firm, from June 2002 to December 2008.  Mr. Kay began his career with PricewaterhouseCoopers, primarily focusing his efforts on large, publicly owned multinational companies.  After leaving public accounting, his career included senior financial and operational roles at Ameron International, Systemed Inc., Universal Studios and, just prior to CBRE, as Chief Financial Officer of Dole Food Company, Inc. (formerly NYSE: DOLE).  Mr. Kay is currently a Managing Director of Raven LLC, an investment and advisory services firm located in Las Vegas, Nevada, a position he has held since co-founding the firm in 2012.  Raven LLC provides debt and equity capital and management consulting and advisory services to small and medium sized businesses.  Mr. Kay is a member of the Board of Governors of Cedars Sinai Medical Center and The Board of Advisors of the USC Leventhal School of Accounting. Mr. Kay received a B.S. degree in accounting and an MBA degree from University of Southern California.  Mr. Kay is a Chartered Global Management Accountant, a certified public accountant and a member of the American Institute of Certified Public Accountants.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Kay should serve as a director, if elected, because of his professional background and experience, education, previously held Fortune 500 senior-executive level positions in real estate and hospitality and his extensive finance, accounting and operational experience.

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Thomas W. Storey.  Mr. Storey has been a member of the Board since the completion of our IPO in February 2011.  Mr. Storey has worked in the hospitality industry for more than 25 years.  Currently, Mr. Storey is an independent consultant advising various organizations on corporate strategy, business development and organizational design.  He was formerly the President of Hospitality of Sonifi, a hotel industry technology company from May 2013 through December 2013.  Before working for Sonifi, he was the Executive Vice President Business Strategy for Fairmont Raffles Hotels International (“FRHI”), a leading global hotel company with over 100 hotels worldwide under the Fairmont, Raffles and Swissôtel brands, which Mr. Storey joined in 1999.  Having helped launch FRHI as a publicly traded company and its subsequent privatization, Mr. Storey was responsible for strategic planning and helping to identify new opportunities for FRHI that capitalize on improving business fundamentals.  Mr. Storey held a series of progressive leadership positions with FRHI, including Executive Vice President, Development and Executive Vice President Business Development & Strategy, as well as President of Fairmont Hotels and Resorts.  Mr. Storey has been a member of various hospitality industry organizations, including the American Hotel & Lodging Association, the Travel Industry Association of America, and Professional Conference and Meeting Planners.  Mr. Storey received a B.A. in economics from Bates College and an M.B.A. from the Johnson School at Cornell University.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that Mr. Storey should serve as a director, if elected, because he provides the Board with strategic vision specific to the hospitality industry.  In addition, Mr. Storey has substantial leadership experience in the hospitality industry, including as Executive Vice President Business Strategy of FRHI, where Mr. Storey was instrumental in helping lead that company through various lodging cycles.  The Board expects Mr. Storey’s experience in analyzing and reacting to changing conditions in the hospitality industry will serve the Board as we grow.  The Board also expects Mr. Storey’s operations experience with FRHI will help him provide valuable insights to the Board.  Mr. Storey also possesses particular expertise in business travel, an important aspect of our business.

The Board recommends that you vote “FOR” the election of each nominee for director named above.

EXECUTIVE OFFICERS AND KEY EMPLOYEES

Our executive officers and their ages as of the Annual Meeting are as follows:

Executive Officers

Biographical information with respect to Messrs. Boekelheide and Hansen is set forth above under “Proposal No. 1:  Election of Directors.”

Craig J. Aniszewski.  Mr. Aniszewski has served as our Executive Vice President and Chief Operating Officer since our formation in June 2010.  Mr. Aniszewski joined The Summit Group in January 1997 as Vice President of Operations and Development.  He became the Executive Vice President and Chief Operating Officer of The Summit Group in 2007 and was a member of the Board of Managers of SHP LLC from January 2004 until February 2011.  Mr. Aniszewski joined The Summit Group following 13 years with Marriott International, Inc., where he held sales and operations positions in full-service convention and resort hotels.  During his career with Marriott, he also worked in the select-service sector, holding positions including the Director of Sales and General Manager for Residence Inn by Marriott and Courtyard by Marriott-branded hotels located in Florida, New York, Connecticut, Pennsylvania, Maryland and North Carolina.  Mr. Aniszewski received a B.S. degree in criminal justice with minors in business and psychology from the University of Dayton.

Greg A. Dowell.  Mr. Dowell has served as our Executive Vice President, Chief Financial Officer and Treasurer since October 2014.  Prior to joining Summit, Mr. Dowell held the position of Senior Executive Vice President and

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Chief Operating Officer at American Campus Communities (“ACC”) (NYSE:ACC). During his thirteen-year tenure, Mr. Dowell managed all aspects of operations, facilities management, human resources, information technology and various aspects of accounting and systems development.  He played a key role in the development of ACC’s specialized operating platform which facilitated American Campus Communities becoming the first student housing REIT to be publicly traded in 2004.  Since ACC’s initial public offering, Mr. Dowell orchestrated the successful integration of more than $2.8 billion in asset growth and oversaw the management of over 44 million square feet of residential and mixed-use real estate comprised of over 300 communities.  Prior to joining ACC, Mr. Dowell spent ten years in progressive capacities with Century Development where he began as an accountant and ultimately served as Senior Vice President of Management Services over the student housing portfolio.  Mr. Dowell received his B.S. in Accounting from the University of Louisiana at Lafayette and is a certified public accountant.

Christopher R. Eng.  Mr. Eng has served as our Vice President, General Counsel and Secretary since our formation in June 2010 and was appointed Senior Vice President and Chief Risk Officer in May 2014, in addition to his role as General Counsel and Secretary.  Mr. Eng was appointed Vice President, General Counsel and Secretary of The Summit Group and SHP LLC in 2004.  Mr. Eng was responsible for The Summit Group’s legal affairs and for guiding its corporate compliance, focusing on real estate acquisitions and dispositions, franchise licensing, corporate insurance coverage, corporate governance and securities industry regulatory compliance.  Prior to joining The Summit Group, Mr. Eng was an Assistant Vice President and Trust Officer for The First National Bank in Sioux Falls.  Mr. Eng received B.A. degrees in history and English from Augustana College and a J.D. degree from the University of Denver College of Law.

Key Employees

Paul Ruiz.  Mr. Ruiz has served as our Vice President and Chief Accounting Officer since April 2014.  He also served as our Interim Chief Financial Officer from May 2014 until October 2014.  Prior to joining the Company, Mr. Ruiz served in senior executive roles for companies in a variety of industries, including real estate and technology.  From April 2013 to April 2014, he served as a consulting chief financial officer for Bridgepoint Consulting, a financial consulting firm in Austin, Texas.  From February 2011 to April 2013, Mr. Ruiz was a Director in the Global Corporate Accounting Group of Freescale Semiconductor, Inc. (NYSE:  FSL), a global semiconductor manufacturer. From April 2008 to January 2011, Mr. Ruiz was the Chief Financial Officer at Sensortran, Inc., a fiber-optics based technology company based in Austin, Texas.  He began his career with Pricewaterhouse Coopers where he was an audit manager, providing audit and business advisory services to entrepreneurial, rapidly growing and Fortune 500 companies. Mr. Ruiz is a Certified Public Accountant.  Mr. Ruiz graduated with highest honors from the University of Texas at Austin with a Bachelor of Business Administration in Accounting and earned his Master of Business Administration from Baylor University.

CORPORATE GOVERNANCE MATTERS

Sound Corporate Governance Practices

We are committed to what we believe are sound corporate governance practices, including having a strong, majority-independent, non-classified Board and maintaining clear stock ownership guidelines.

Board of Directors Structure

·                  All of our directors must be elected annually.

·                  Our directors are subject to our director resignation policy as part of our policy on voting procedures with respect to the election of directors in uncontested elections.

·                  A majority of our directors are independent.

·                  All members of the three standing committees of the Board are independent.

·                  Our independent directors meet regularly without the presence of any of our officers or employees.

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·                  Our independent directors designate an independent, non-employee director to serve as our presiding director.

Stock Ownership Guidelines and Other Policies

·                  We have adopted stock ownership guidelines that apply to certain key executive officers, including our Executive Chairman of the Board, our President and Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer and our General Counsel and Chief Risk Officer.

·                  We have adopted stock ownership guidelines that apply to all of our non-employee directors.

·                  We have a policy that prohibits our directors and executive officers from entering into hedging or monetization transactions involving our securities.

·                  We have adopted a compensation clawback policy that applies to our executive officers.  The policy provides for recoupment of incentive compensation in the event of a restatement of our financial statements.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our company and represent the Board’s current views with respect to selected corporate governance issues considered to be of significance to our stockholders.  A current copy of the Corporate Governance Guidelines can be found under “Investor Relations—Corporate Overview—Governance Documents” on our website at www.shpreit.com.

Code of Business Conduct and Ethics

The Board has established a Code of Business Conduct and Ethics that applies to our officers, directors and employees when such individuals are acting for or on our behalf.  A current copy of the Code of Business Conduct and Ethics can be found under “Investor Relations—Corporate Overview—Governance Documents” on our website at www.shpreit.com.  Any waiver of the Code of Business Conduct and Ethics with respect to our executive officers or directors may be made only by the Board or one of our Board committees.  We anticipate that any waivers of our Code of Business Conduct and Ethics will be posted on our website.

Independence of Directors

Our Corporate Governance Guidelines require that a majority of our directors be “independent,” with independence determined in accordance with the applicable standards of the NYSE.  The Board may determine a director to be independent if the Board has affirmatively determined that the director has no material relationship with us or our subsidiaries, either directly, or as a shareholder, director, officer or employee of an organization that has a relationship with us or our subsidiaries.  The Board has determined that Dr. Hanson, Mr. Jones, Mr. Kay and Mr. Storey have no material relationship with us or our subsidiaries and, therefore, are independent under the applicable standards of the NYSE.  As a result, a majority of our directors are independent.  Mr. Boekelheide and Mr. Hansen serve as executive officers and are not considered independent under the applicable standards of the NYSE.

Committees of the Board

The Board has established three standing committees:

·                  the Audit Committee;

·                  the Compensation Committee; and

·                  the Nominating and Corporate Governance Committee.

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The members of these standing committees are appointed by and serve at the discretion of the Board.  Current copies of the charters for each of these committees can be found under “Investor Relations—Corporate Overview—Governance Documents” on our website at www.shpreit.com.

Audit Committee

As of the date of this proxy statement, the members of the Audit Committee are Mr. Jones (Chairman), Dr. Hanson, Mr. Kay and Mr. Storey.  Each of these members has been determined to be “independent” within the meaning of the applicable standards of the NYSE and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In addition, each of these members meets the financial literacy requirements for audit committee membership under the NYSE’s rules and the rules and regulations of the SEC.  The Board has determined that Dr. Hanson, Mr. Jones and Mr. Kay each is an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.  Prior to February 2015, Mr. Wielgus was a member of the Audit Committee.  Dr. Hanson served as Chairman of the Audit Committee from December 2013 until February 2015.

The Audit Committee is responsible for reviewing and discussing with management and our independent public accountants our annual and quarterly financial statements, engaging independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the performance and independence of the independent public accountants, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.  The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel or outside advisors for this purpose where appropriate.  Additionally, the Audit Committee is responsible for monitoring our procedures for compliance with the rules for taxation as a real estate investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).

Compensation Committee

As of the date of this proxy statement, the members of the Compensation Committee are Mr. Kay (Chairman), Dr. Hanson, Mr. Jones and Mr. Storey.  The Board has determined that each member of the Compensation Committee is “independent” within the meaning of the applicable standards of the NYSE.  Prior to February 2015, Mr. Wielgus was the Chairman of the Compensation Committee.

Each member of the Compensation Committee qualifies as an “outside director” as such term is defined under Section 162(m) of the Code and as a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

The Compensation Committee exercises all powers delegated to it by the Board in connection with compensation matters.  The Compensation Committee is responsible for the review and approval of the compensation and benefits of our executive officers, administration and recommendations to the Board regarding our compensation and long-term incentive plans and production of the annual reports on executive compensation for inclusion in our proxy statements.  In connection with those responsibilities, the Compensation Committee has the sole authority to retain and terminate compensation consultants employed by it to help evaluate our compensation programs.  The Compensation Committee also has authority to grant awards under the Company’s 2011 Equity Incentive Plan.

Nominating and Corporate Governance Committee

As of the date of this proxy statement, the members of the Nominating and Corporate Governance Committee are Mr. Storey (Chairman), Dr. Hanson, Mr. Jones and Mr. Kay. The Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” within the meaning of the applicable standards of the NYSE.  Prior to February 2015, Mr. Wielgus was a member of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for monitoring our compliance with corporate governance requirements of state and federal law and the rules and regulations of the NYSE; developing and recommending to the Board criteria for prospective members of the Board; conducting Board candidate searches and interviews; overseeing and evaluating the Board and management; monitoring compliance with our code of

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business conduct and ethics and policies with respect to conflicts of interest; reviewing and approving interested transactions pursuant to our related party transaction policy; periodically evaluating the appropriate size and composition of the Board, and recommending, as appropriate, increases, decreases and changes in the composition of the Board; and formally proposing the slate of nominees for election as directors at each annual meeting of our stockholders.  In addition, this committee annually facilitates the assessment of the Board’s performance as a whole and of the individual directors and reports thereon to the Board.

Board Leadership Structure

The Board believes it is important to retain the flexibility to allocate the responsibilities of the positions of the Chairman of the Board and the Chief Executive Officer in the way it believes is in our best interest.  Currently, the Board believes that it is in our best interest to split these positions and that the Chairman of the Board should be designated as the Executive Chairman of the Board in accordance with our bylaws.  The Board believes that this leadership structure is appropriate at this time.  In particular, the current leadership structure clarifies the individual roles and responsibilities of Mr. Boekelheide and Mr. Hansen and helps streamline decision making and enhance accountability.  As Executive Chairman of the Board, Mr. Boekelheide remains involved in key matters, including transactions, and continues to advise Mr. Hansen and our other executive officers.  Given Mr. Boekelheide’s in-depth knowledge of the issues, challenges and opportunities facing us, the Board believes that Mr. Boekelheide is in a position to ensure that the Board’s time and attention are focused on the most critical matters.

To promote the independence of the Board and appropriate oversight of management and to demonstrate our commitment to strong corporate governance, the independent directors designate an independent, non-employee director to serve as our presiding director.  The presiding director helps to facilitate free and open discussion and communication among the independent, non-employee directors and presides over executive sessions of the non-employee directors.  The duties of the presiding director are set forth in our Corporate Governance Guidelines, which is available under “Investor Relations—Corporate Overview—Governance Documents” on our website at www.shpreit.com.  For 2014, Mr. Wielgus was the presiding director.  As of the date of the filing of this proxy statement, Dr. Hanson is the presiding director.

Risk Management Oversight

The Board is actively involved in the oversight of risks that could affect our company.  This oversight is conducted primarily through the Audit Committee but also through the other committees of the Board, as appropriate.  The Board and its committees, including the Audit Committee, satisfy this responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company.

Meetings and Attendance

In 2014, the Board met four times in person and four times telephonically, the Audit Committee met four times in person and nine times telephonically, the Compensation Committee met four times in person and two times telephonically and the Nominating and Corporate Governance Committee met four times in person.  Each of our currently serving directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he served during 2014.

Executive Sessions of Our Independent Directors

As required by the NYSE rules, the non-employee directors, all of whom are independent under the applicable standards of the NYSE, regularly meet in executive session, without management present.  Generally, these executive sessions follow regularly scheduled meetings of the Board and following regularly scheduled meetings of the three standing committees.  The independent, non-employee directors met in executive session following regularly scheduled meetings four times in 2014.  Mr. Wielgus, our presiding director in 2014, presided over the executive sessions of the Board and the respective Chairman of each committee presided over their executive sessions.

Director Nominations

Before each annual meeting of stockholders, the Nominating and Corporate Governance Committee considers the nomination of all directors whose terms expire at the next annual meeting of stockholders and also considers

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new candidates whenever there is a vacancy on the Board or whenever a vacancy is anticipated due to a change in the size or composition of the Board, a retirement of a director or for any other reason.  In addition to considering incumbent directors, the Nominating and Corporate Governance Committee may identify director candidates based on recommendations from the directors, stockholders, management and others.

The Nominating and Corporate Governance Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members.  In evaluating the suitability of individuals for Board membership, the Nominating and Corporate Governance Committee takes into account many factors, including:

·                  whether the individual meets the requirements for independence;

·                  the individual’s general understanding of the various disciplines relevant to the success of a large publicly-traded company in today’s business environment;

·                  the individual’s understanding of the Company’s businesses and markets;

·                  the individual’s professional expertise and educational background; and

·                  other factors that promote diversity of views and experience.

The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group of directors that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, using its diversity of experience.  In determining whether to recommend a director for re-election, the Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

We do not have a formal policy about diversity of Board membership, but the Nominating and Corporate Governance Committee considers a broad range of factors when nominating director candidates to the Board, including differences of viewpoint, professional experience, education, skill, other personal qualities and attributes, race, gender and national origin.  The Nominating and Corporate Governance Committee neither includes nor excludes any candidate from consideration solely based on the candidate’s diversity traits.

For purposes of the 2016 annual meeting of shareholders, the Nominating and Corporate Governance Committee will consider appropriate nominees for directors whose names are submitted in writing by a stockholder.   Subject to the discretion of the Nominating and Corporate Governance Committee, we anticipate that any director candidates submitted to us by our stockholders will be evaluated by the Nominating and Corporate Governance Committee on the same basis as any other director. See “Other Information—Stockholder Proposals and Director Nominations for the 2016 Annual Meeting of Stockholders.”

Policy on Voting Regarding Directors

The Board has adopted a policy on voting regarding directors.  Under the policy, at any meeting of stockholders at which members of the Board are to be elected by the stockholders in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” election will submit to the Board a written offer to resign from the Board no later than two weeks after the certification of the voting results. An uncontested election is one in which the number of individuals who have been nominated for election as a director is equal to, or less than, the number of directors to be elected.

The Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days after the certification of the voting results, recommend to the Board whether to accept or reject the resignation offer.  In determining its recommendation to the Board, the Nominating and Corporate Governance Committee will consider all factors it deems relevant, which may include (i) any stated reason or reasons why stockholders cast “withheld” votes for the director, (ii) the qualifications of the director and (iii) whether the director’s resignation from the Board would be in our best interest and the best interests of our stockholders.  The Nominating and Corporate Governance Committee may also consider alternatives to acceptance or rejection of the resignation offer as the Nominating and Corporate Governance Committee members deem appropriate, which may include (i)

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continued service by the director until the next relevant meeting of stockholders, (ii) an undertaking to seek a replacement director, (iii) rejecting the resignation offer coupled with committing to seek to address the underlying cause or causes of the majority-withheld vote.

The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days after the certification of the voting results.  The Board will consider the information, factors and alternatives considered by the Nominating and Corporate Governance Committee and additional information, factors and alternatives the Board deems relevant.  The recommendation of the Nominating and Corporate Governance Committee will not be binding on the Board.

Any director who offers to resign as provided above shall not participate in the Nominating and Corporate Governance Committee’s or the Board’s consideration of whether to accept his or her resignation offer.

If a director’s resignation offer is accepted by the Board, the Nominating and Corporate Governance Committee will recommend to the Board whether to fill the vacancy created by such resignation or to reduce the number of directors constituting the Board.  The Board will determine the treatment of any compensation due or payable to the resigning director.

If a majority of the members of the Nominating and Corporate Governance Committee were required to offer their resignations as described above, the directors whom the Board has affirmatively determined to be independent in accordance with the applicable listing standards of the NYSE, and who were not required to offer their resignations, will appoint a special committee of the Board to consider the resignation offers and whether to accept the resignation offers, as otherwise described above.

We will disclose publicly the Board’s decision, an explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the resignation offer, in a Current Report on Form 8-K filed with the SEC.

Stock Ownership Guidelines

Based on current corporate governance standards, the Board believes all non-employee directors and certain key executive officers should own a meaningful equity interest in our company to more closely align the interests of directors and executive officers with those of stockholders. Accordingly, the Board has adopted stock ownership guidelines for key executive officers and all non-employee directors.

For purposes of these guidelines, the term “Company common stock” includes, in addition to shares of our common stock, (a) any class of equity securities issued by our operating partnership, Summit Hotel OP, LP, that are redeemable for shares of our common stock (the “Operating Partnership”), whether held directly or indirectly or by or for the benefit of immediate family members, and (b) vested and unvested restricted shares of common stock, but excludes (x) stock options, whether exercisable or unexercisable, (y) unearned performance-based restricted stock and (z) warrants and all other forms of derivative securities.

The Board reviews the minimum equity holdings guidelines for executive officers on a periodic basis to ensure the guidelines remain consistent with corporate governance best practices and continue to promote the alignment of executive and stockholder interests.

Over time, certain key executive officers are required to hold Company common stock with a value equal to a multiple of their then current base salary.  The equity ownership value for each of these executive officers will be calculated by multiplying the number of shares of Company common stock owned by the ten trading day trailing volume weighted average price (“VWAP”) of our common stock prior to the date of computation, typically at the end of the fiscal year.  The executive officers named in the table below will have until January 1, 2018 to comply with the stock ownership guidelines.  The equity ownership requirement for our key executive officers is as follows:

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Each non-employee director will be required to hold a number of shares of Company common stock equal to $150,000.  The equity ownership value for each non-employee director will be calculated by multiplying the number of shares of Company common stock owned by the ten trading day trailing VWAP of our common stock prior to the date of computation, typically at the end of the fiscal year.  Non-employee directors will have until the later of February 9, 2016 or three years after the date on which the director is first elected to the Board to comply with the stock ownership guidelines.

The Board reviews the minimum equity holdings guidelines for non-employee directors on a periodic basis to ensure the guidelines remain consistent with corporate governance best practices.

Anti-Hedging and Anti-Pledging Policies

The Board has adopted an insider trading policy that contains restrictions on hedging and pledging securities issued by us and the Operating Partnership. With respect to hedging, directors and executive officers are prohibited from engaging in any hedging or monetization transactions involving securities issued by us or the Operating Partnership. With respect to pledging, directors and executive officers are prohibited from holding securities issued by us or the Operating Partnership in a margin account or pledging these securities as collateral for a loan.  An exception to this anti-pledging policy may be granted if a director or executive officer desires to pledge securities issued by us or the Operating Partnership as collateral for a loan other than margin debt and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.  Any permitted pledge of securities issued by us or the Operating Partnership must be pre-approved by the Company’s General Counsel.

Adoption of Compensation Clawback Policy

The Board has adopted a compensation clawback policy that contains terms to ensure that executives are not unduly enriched in the event of a financial restatement.  If the Company is required to restate its financial results due to material non-compliance with financial requirements under securities laws as a result of intentional misconduct, fraud or gross negligence, each executive that is directly responsible for the intentional misconduct, fraud or gross negligence shall reimburse the Company for the after tax value of the incentive compensation that would not have been earned if the restated financial measures had been reported initially. In addition, the Board may withhold from executives not directly responsible for the intentional misconduct, fraud or gross negligence, future awards with equivalent value to that of the after tax value of the awards initially made to such executive on the basis of the restated financial results, but only to the extent such awards were made within the preceding twenty-four months.

Communication with the Board

Stockholders and other interested parties who wish to communicate with the Board may do so by writing to the Presiding Director, Board of Directors of Summit Hotel Properties, Inc., 12600 Hill Country Boulevard, Suite R-100, Austin, Texas 78738.  The independent, non-employee directors have procedures for the handling of communications from stockholders and other interested parties and have directed our Secretary to act as their agent in processing any communications received.  All communications that relate to matters within the scope of the responsibilities of the Board and its standing committees are to be forwarded to the presiding director.  Communications that relate to matters that are within the scope of the responsibilities of one of the Board’s standing committees are also to be forwarded to the chair of the appropriate committee.  Communications that relate to ordinary business matters that are not within the scope of the responsibilities of the Board are to be sent to the appropriate member of management.  Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any non-management director who wishes to review them.

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Policy Governing Director Attendance at Annual Meetings of Stockholders

We highly encourage our directors to attend the Annual Meeting.  All of our directors attended our 2014 Annual Meeting of Stockholders either in person or via telephone.

Compensation Committee Interlocks and Insider Participation

Currently, the Compensation Committee consists of Mr. Kay, Dr. Hanson, Mr. Jones and Mr. Storey.  None of the members are or have been one of our employees or officers.  None of our executive officers currently serves, or during the past fiscal year has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on our Board or Compensation Committee.

DIRECTOR COMPENSATION

Directors who are our employees (Mr. Boekelheide and Mr. Hansen) do not receive compensation for their services as directors.  For 2014, our non-employee director compensation program consisted of the following:

·                  Annual Cash Retainer.  We paid an annual cash retainer of $50,000 to each non-employee director.

·                  Presiding Director Fee.  For 2014, we paid our presiding director a $30,000 presiding director fee.

·                  Additional Committee Membership Fee.  We paid an additional committee membership fee to the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, with each member of the Audit Committee being paid $12,500, each member of the Compensation Committee being paid $10,000 and each member of the Nominating and Corporate Governance Committee being paid $7,500.

·                  Additional Committee Chairperson Fee.  In addition to the additional committee membership fee, we paid the chairperson of the Audit Committee, the chairperson of the Compensation Committee and the chairperson of the Nominating and Corporate Governance Committee an additional committee chairperson fee, with the chairperson of the Audit Committee in 2014 being paid $25,000, the chairperson of the Compensation Committee in 2014 being paid $20,000 and the chairperson of the Nominating and Corporate Governance Committee in 2014 being paid $15,000.

·                  Annual Equity Award.  Following the 2014 annual meeting of stockholders, we granted each non-employee director an equity award consisting of 6,783 shares of our common stock with an aggregate value of approximately $70,000 (the number of shares awarded to each non-employee director was determined by dividing $70,000 by the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date).  These shares were granted on June 17, 2014 pursuant to our 2011 Equity Incentive Plan (the “2011 Plan”) and were fully vested on the grant date.

·                  Election to Receive Stock in Lieu of Cash Fees.  Starting in 2013, non-employee directors have the option to elect to receive all or any part of the cash fees we are required to pay them in fully vested shares of our common stock issued under our 2011 Equity Incentive Plan or another stockholder-approved plan, based upon the VWAP of our common stock on the NYSE for the ten trading days preceding the grant date.  In 2014, Mr. Storey was entitled to a total of $78,625 in cash fees for his services as a director.  Mr. Storey elected to receive these fees in shares of our common stock in lieu of cash.  Accordingly, we issued an aggregate of 7,539 shares of our common stock to Mr. Storey.  We issued these shares pursuant to our 2011 Plan.

For 2015, our non-employee director compensation program will be the same as our non-employee director compensation program for 2014, except for the following change:

·                  Additional Annual Equity Award.  The annual award of shares of common stock made to each non-employee director will increase from $70,000 to $100,000 (the number of shares to be awarded to each non-employee director will be determined by dividing $100,000 by the VWAP of our common stock from the ten trading days preceding the grant date).

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Based on the recommendation of FTI Consulting Inc. (“FTI Consulting”), the Compensation Committee’s independent compensation consultant, the Compensation Committee recommended and the Board approved the changes to our non-employee director compensation program for 2015.

We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance at in-person board and committee meetings.  Non-employee directors do not receive any meeting fees for attending meetings of the Board or its committees.

The table below summarizes the compensation paid by us to our non-employee directors for 2014.

*Mr. Jones and Mr. Kay were appointed to the Board on July 16, 2014.

(1)                                 The amount in the “Stock Awards” column reflects the aggregate grant date fair value, which has been calculated in accordance with FASB ASC Topic 718, of the stock awards granted to each of our non-employee directors in 2014. These stock awards are described in the table appearing below:

All shares of common stock granted to our non-employee directors in 2014 were fully vested on the grant date and were issued pursuant to our 2011 Plan.  The aggregate grant date fair value of the stock awards has been calculated based on the market value of our common stock on the date of grant.

(2)                                 Mr. Storey was entitled to receive an aggregate of $78,625 in director fees in 2014.  However, Mr. Storey elected to receive these fees in shares of our common stock in lieu of cash.  Accordingly, we issued an

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aggregate of 7,539 shares of our common stock to Mr. Storey on April 16, 2014, June 17, 2014, August 20, 2014 and December 4, 2014.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section explains our executive compensation program as it relates to our “named executive officers” whose compensation information is presented in the tables following this discussion in accordance with SEC rules.  For 2014, our named executive officers include:

·                  Kerry W. Boekelheide, our Executive Chairman of the Board;

·                  Daniel P. Hansen, our President and Chief Executive Officer;

·                  Craig J. Aniszewski, our Executive Vice President and Chief Operating Officer;

·                  Stuart J. Becker, our former Executive Vice President, Chief Financial Officer and Treasurer, who resigned on May 28, 2014;

·                  Greg A. Dowell, our Executive Vice President, Chief Financial Officer and Treasurer, since October 1, 2014;

·                  Paul Ruiz, our Vice President and Chief Accounting Officer, who served as our Interim Chief Financial Officer from May 29, 2014 to October 1, 2014; and

·                  Christopher R. Eng, our Senior Vice President, General Counsel, Chief Risk Officer and Secretary.

Because Mr. Ruiz served as our Interim Chief Financial Officer in 2014, we have included his 2014 compensation in this discussion and analysis.  However, Mr. Ruiz does not participate in our executive compensation programs in general.

For 2014, our executive compensation program consisted of the following key elements:

·                  annual base salaries;

·                  incentive awards representing cash bonus opportunities;

·                  time-based restricted stock awards; and

·                  performance-based restricted stock awards.

Executive Summary

We are a self-managed hotel investment company with a focus primarily on acquiring and owning premium-branded, select-service hotels in the upscale and upper midscale segments of the U.S. lodging industry.  The experience, abilities and commitment of our named executive officers is fundamental in the achievement of our business goals and our ability to create stockholder value.  Accordingly, we believe that our executive compensation program should be designed to motivate our executives to manage our business to meet our near-, medium- and long-term objectives, including increasing shareholder value and reward them for the achievement of performance goals.

For 2014, the Compensation Committee evaluated our overall financial results and the contributions of each named executive officer to our overall company performance, including financial and non-financial performance.  The Compensation Committee also utilized its discretion and business judgment to evaluate the overall results and circumstances of the Company and make appropriate compensation decisions for 2014 and 2015.

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2014 Performance Highlights

·                                          Same-store revenue per available room (“RevPAR”) increased by 9.7% as compared to 2013.

·                                          Adjusted funds from operations (“AFFO”) for the full year were $84.3 million or $0.97 per share as compared to our AFFO target of $0.88 per share.  A reconciliation of funds from operations (“FFO”) and AFFO to our GAAP net income for the year ended December 31, 2014 is set forth in Appendix A to this proxy statement.

·                                          Adjusted earnings before income taxes, depreciation and amortization (“Adjusted EBITDA”) increased to $127.9 million from $93.4 million in 2013, an increase of 36.9%. A reconciliation of earnings before income taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA to our GAAP net income for the year ended December 31, 2014 is set forth in Appendix A to this proxy statement.

·                                          We acquired 6 hotels comprising 990 guestrooms, for a total purchase price of $214.7 million in accordance with our strategic business plan to create long-term stockholder value.

2014 and 2015 Compensation Highlights

·                  For 2014, our cash incentive awards were based on achieving AFFO targets, RevPAR growth targets and hotel acquisition targets, as well as individual performance goals.  For 2014, cash incentive award payouts were paid at the maximum level for our named executive officers based on the achievement of company and individual performance goals.

·                  As a result of our 2014 total stockholder return (“TSR”) exceeding the SNL US Hotel REIT Index, certain tranches of previously issued performance-based restricted stock awards were earned.

·                  We continue to maintain several investor-friendly compensation policies, including stock ownership guidelines, compensation clawback, anti-hedging and anti-pledging policies and employment agreements with non-compete provisions, a double trigger requirement for any severance payouts in connection with a change-in-control and no excise tax gross-up payments.

·                  Our 2015 cash incentive awards are designed to be earned dependent upon performance measures based on achieving target AFFO per share, target same store RevPAR growth and target acquisition amounts for 2015, which we believe align this program with our Company’s overall strategic business goals.

·                  Our 2015 equity incentives continue to be primarily allocated to performance-based restricted stock awards that will only be earned upon the Company achieving TSR in excess of the SNL US Hotel REIT Index over a three year performance period ending December 31, 2017.

Stockholder Say-on-Pay Votes

At our 2014 annual meeting of stockholders, our stockholders had the opportunity to cast an annual advisory vote on executive compensation.  Over 97% of the votes cast on this “2014 say-on-pay vote” were voted in favor of the proposal.  We believe that the overwhelming support of our stockholders for the 2014 say-on-pay vote proposal indicates that our stockholders are supportive of our approach to executive compensation.

Objectives of Our Executive Compensation Program

Our executive compensation philosophy is designed to promote the following objectives:

·                  align the interest of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases;

·                  motivate our executives to manage our business to meet our near-, medium- and long-term objectives and reward them for meeting these objectives and for exceptional performance;

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·                  assist in attracting and retaining talented and well-qualified executives;

·                  be competitive with other lodging real estate investment trusts; and

·                  encourage executives to achieve meaningful levels of ownership of our stock.

Role of the Compensation Committee and Management

The Compensation Committee is charged with, among other things, the responsibility of reviewing executive officer compensation policies and practices to ensure adherence to our compensation philosophies and that the total compensation paid to our executive officers is fair, reasonable and competitive, taking into account our competitive position within our industry and our named executive officers’ level of expertise and experience in their positions.  The Compensation Committee’s primary responsibilities with respect to determining executive compensation are:

·                  setting performance targets under all annual bonus and long-term and management incentive compensation plans, including our 2011 Plan;

·                  verifying that performance targets used for any performance-based equity and non-equity compensation plans have been met before payment of any executive bonus or compensation and exercising discretion to ensure that our executives are compensated fairly and in line with our financial and non-financial performance;

·                  approving all amendments to, and terminations of, all compensation plans and any awards under such plans;

·                  granting any awards under any performance-based annual bonus, long-term incentive compensation and equity compensation plans to executive officers;

·                  approving which executive officers and other employees receive awards under our equity and incentive compensation plan(s), including the 2011 Plan;

·                  reviewing and approving annually the base salaries of our executive officers; and

·                  conducting an annual review of all compensation plans in which our executive officers participate and employment agreements between us and our executive officers.

The Compensation Committee reviews and considers the recommendations of Mr. Boekelheide, our Executive Chairman of the Board, and Mr. Hansen, our President and Chief Executive Officer, with respect to compensation decisions for all of our named executive officers.  The Compensation Committee makes all compensation decisions with regard to our named executive officers, including Mr. Boekelheide and Mr. Hansen.  The Compensation Committee believes it is valuable to consider the recommendations of Mr. Boekelheide and Mr. Hansen with respect to these matters because, given their knowledge of our operations and the day-to-day responsibilities of our executive officers, they are in a unique position to provide the Compensation Committee perspective into the performance of our executive officers in light of our business at a given point in time.

Role of the Compensation Consultant

For the development of our 2014 compensation program, the Compensation Committee retained FTI Consulting, Inc. (“FTI Consulting”), a nationally recognized compensation consulting firm, as its independent compensation consultant to review the appropriate compensation for our named executive officers as compared to other real estate companies, including our 2014 peer group, which is discussed below.  FTI Consulting provides the Compensation Committee with advisory services only with respect to executive compensation and works with management only at the request and under the direction of the Compensation Committee.  In setting executive compensation for 2014, the Compensation Committee instructed FTI Consulting to review the compensation components for the prior year’s program, advise the Compensation Committee on the appropriateness of the components of the prior year’s program and recommend changes for 2014.  FTI Consulting met regularly with the Compensation Committee and provided the Compensation Committee with executive compensation studies and

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independent analysis regarding executive compensation trends.  On May 28, 2014, the Compensation Committee, based on the recommendations of FTI Consulting, established the terms of our 2014 executive compensation program.  See “—Elements of 2014 Executive Compensation Program” below.

In making certain compensation decisions in 2014, the Compensation Committee relied on FTI Consulting to:

·                  assist in the selection of a group of peer companies;

·                  provide information on compensation paid by peer companies to their executive officers; and

·                  advise on appropriate levels of compensation.

Peer Group Information

In general, the Compensation Committee uses comparative data from various companies in certain peer groups as a guide in its review and determination of base salaries, annual cash bonuses and restricted stock awards.  During 2014, the Compensation Committee reviewed peer group data to assist in its determination regarding compensation for our named executive officers.  The Compensation Committee evaluated our performance and determined whether the compensation elements and levels that we provided in 2013 to our named executive officers were generally appropriate relative to the compensation elements and levels provided to their counterparts at our peer companies. However, the Compensation Committee does not target or benchmark compensation at any particular peer group percentile for any of our named executive officers (“NEOs”).

In 2014, the Compensation Committee, with the help of FTI Consulting, determined the composition and the criteria and data used in compiling our peer group list.  The 2014 executive compensation peer group consisted of 17 public REITs that primarily invest in hotels and four other select public REITs outside of the hotel sector that are comparable in terms of market capitalization size, executive team members and completed relatively recent IPOs and thus are in an early, high-volume growth stage that the Compensation Committee and FTI Consulting considered to be the most relevant peer group.  For purposes of making executive compensation decisions for 2014, our peer group consisted of the following companies:

In addition to the peer group listed above, due to the limited number of REITs with an executive chairman who does not also serve as the chief executive officer, a supplemental peer group was created for the sole purpose of determining Mr. Boekelheide’s compensation and included the following companies: Ashford Hospitality Trust, Inc.; CBL & Associates Properties, Inc.; DCT Industrial Trust, Inc.; Getty Realty Corporation; Hersha Hospitality Trust; Lexington Realty Trust; Pennsylvania Real Estate Investment Trust; Retail Opportunity Investments Corp.; RLJ Lodging Trust; and Weingarten Realty Investors.

Based on the compensation review completed in 2014, which included actual 2013 compensation of the Company’s peer group, our executive officers’ 2013 compensation was generally below the 25th percentile of the peer group, except for Mr. Boekelheide whose annual compensation was slightly above the 50th percentile of his peer group.  It is anticipated that our executive officers’ 2014 annual compensation will be at slightly higher peer group levels but still generally below the 50th percentile of the peer group.

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Elements of 2014 Executive Compensation

2014 Annual Base Salary.  Base salaries are designed to provide a fixed level of compensation that serves as a retention tool.  Base salaries are reviewed annually by the Compensation Committee and are subject to annual increases at the discretion of the Compensation Committee.  In determining base salary increases for 2014, the Compensation Committee considered each executive officer’s individual performance and corporate performance, as well as our company’s overall performance, market conditions and competitive salary information for the peer group described above.  For 2014, base salaries paid to our named executive officers were as follows:

Mr. Eng’s base salary adjustment reflects a more meaningful increase that the Compensation Committee believed was appropriate as a result of his 2013 base salary being materially below peer group levels, his appointment as Senior Vice President and Chief Risk Officer and a substantial increase in his responsibilities since the beginning of 2013.

2014 Incentive Awards (Cash Bonuses).  The Compensation Committee approved incentive awards that were designed to provide the named executive officers (other than Messrs. Dowell, Ruiz and Becker) an opportunity to earn additional cash compensation based on the achievement of company-specific performance goals and the executive’s achievement of individual-specific performance goals.  On May 28, 2014, the Company entered into incentive award agreements with Mr. Boekelheide, Mr. Hansen, Mr. Aniszewski and Mr. Eng setting forth the terms and conditions of the incentive awards.

Under the incentive award agreements, the executives were entitled to cash payments based on the extent to which the Company and the executives achieved company-specific and individual-specific performance objectives.  The Compensation Committee evaluated performance and the incentive awards that were to be earned based on the Company achieving threshold, target and maximum levels of AFFO per share for 2014 (the “2014 AFFO Component”), the Company achieving threshold, target and maximum same store RevPAR growth for 2014 (the “2014 RevPAR Component”) and the Company achieving certain acquisition goals (the “2014 Acquisitions Component”) and based on the executive officer achieving certain individual-specific performance objectives (the “2014 Individual Component”).  The Compensation Committee, in consultation with FTI Consulting, determined that it would be appropriate to include additional performance metrics beyond AFFO for the 2014 incentive awards to better align the incentive compensation with our overall strategic business plan.

The Compensation Committee determined that the overall incentive award for each executive officer in 2014 would be based on corporate performance as measured in accordance with the following table:

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For purposes of the 2014 AFFO Component, AFFO was calculated as our net income or loss as set forth in our audited consolidated financial statements for the year ending December 31, 2014, excluding gains (or losses) from sales of property, plus depreciation and amortization (including amortization of deferred financing costs and amortization of franchise royalty fees), as further adjusted to exclude hotel transaction and pursuit costs and such other items, including nonrecurring expenses, as the Compensation Committee determined appropriate and consistent with the purpose and intent of the incentive awards.  The 2014 RevPAR Component was calculated as a year over year comparison of RevPAR growth for our same store hotels (hotels owned for the entire year ended December 31, 2013 and the entire year ending December 31, 2014, excluding assets held for sale).  For purposes of the 2014 Acquisitions Component, it was calculated as the total combined gross purchase price of hotels acquired in 2014.

If any transactions occurred, the impact of the transactions on actual 2014 AFFO per share would be evaluated by the Compensation Committee and, in the Compensation Committee’s discretion, an appropriate adjustment could be made to the threshold, target and maximum levels of AFFO per share to give effect to the impact of the transactions.  No amount would be paid under the 2014 AFFO, RevPAR and Acquisitions Components if the threshold level of performance was not achieved.  No additional amounts could be paid under the 2014 AFFO, RevPAR and Acquisitions Components if actual performance exceeded the maximum level for each component.

For 2014, AFFO per share was $0.97.  A reconciliation of AFFO to our GAAP net income for the year ended December 31, 2014 is set forth in Appendix A to this proxy statement.  As a result of the Company’s 2014 performance, the 2014 AFFO Component of the incentive award was paid out in March 2015 to our named executive officers at the maximum level depicted below.

The executive officers could earn the target payout under the 2014 RevPAR Component if the Company’s actual 2014 RevPAR growth for its same store hotels was at least 5%.  Threshold performance would be achieved if the Company’s actual 2014 RevPAR growth for its same store hotels was at least 4%.  Maximum performance would be achieved if the Company’s actual 2014 RevPAR growth for its same store hotels was at least 6%.

For 2014, our same store hotel RevPAR growth was 9.7%.  As a result, the 2014 RevPAR Component of the incentive award was paid out in March 2015 to our named executive officers at the maximum level depicted below.

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The executive officers could earn the target payout under the 2014 Acquisitions Component if the total combined gross purchase price of the Company’s 2014 hotel acquisitions was at least $175,000,000.  Threshold performance would be achieved if the total combined gross purchase price of the Company’s 2014 hotel acquisitions was at least $150,000,000.  Maximum performance would be achieved if the total combined gross purchase price of the Company’s 2014 hotel acquisitions was at least $200,000,000.

For 2014, the total combined gross purchase price of the Company’s 2014 hotel acquisitions was $214,700,000.  As a result, the 2014 Acquisitions Component of the incentive award was paid out in March 2015 to our named executive officers at the maximum level depicted below.

In addition to the above-mentioned components, the Compensation Committee believed that individual performance should play a role in the cash compensation payable to each executive officer.  Accordingly, the Compensation Committee determined that each executive officer would have the opportunity to earn a cash payment based on the executive’s individual performance during 2014, with the maximum amount of the cash payment that could be earned under the individual performance component of the incentive award to be equal to 25% of the amount payable to each executive under the 2014 AFFO, RevPAR and Acquisitions Components at the target levels indicated in the tables above.  The amount, if any, earned under the 2014 Individual Component would be determined by the Compensation Committee, in its sole discretion, based on the Compensation Committee’s evaluation and assessment of the individual’s contributions to the Company during 2014.

The Compensation Committee established the individual performance metrics for the named executive officers in the second quarter of 2014.  In determining whether the 2014 Individual Component was earned, the Compensation Committee did not rely on any one particular objective or formula in determining appropriate short-term incentives, but rather on what the Compensation Committee considered to be value-added quantitative and qualitative goals in furtherance of the Company’s strategic goals.  No executive officer was guaranteed an award under the 2014 Individual Component and, if performance was unsatisfactory, no amounts would be paid under the component.

Certain of the named executive officers shared common objectives in 2014, including increasing the Company’s total enterprise value through certain strategic measures and enhancing internal controls, policies and procedures to the satisfaction of our auditors and Board.  The other objectives were personal to each executive officer and varied based upon the executive’s position and responsibilities as they related to the Company’s overall business plan.  A summary of each executive’s objectives are as follows:

·                  Mr. Boekelheide’s objectives primarily involved growing the Company’s total enterprise value and increasing same store gross operating profit (“GOP”) margin;

·                  Mr. Hansen’s objectives primarily involved growing the Company’s total enterprise value, identifying and underwriting potential hotel acquisitions and attending industry conferences and enhancing the Company’s investor relations programs;

·                  Mr. Aniszewski’s objectives primarily involved growing RevPAR at a minimum of 5% or maintaining a RevPAR index of 110% for same store hotels, increasing GOP margin and achieving targeted revenue flow through to gross profit; and

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·                  Mr. Eng’s objectives primarily involved increasing the Company’s total enterprise value, maintaining and testing the functionality of the Company’s crisis management plan and developing uniform acquisition/disposition standard operating procedures.

For 2014, the Compensation Committee determined that each executive achieved his respective individual performance goals.  As a result, the 2014 Individual Component of the incentive award was paid to each executive in March 2015 in the following amounts: Mr. Boekelheide - $190,750; Mr. Hansen - $225,000; Mr. Aniszewski - $87,500; and Mr. Eng - $49,375.

2014 Equity Incentives: Time-Based Stock Awards.  The Compensation Committee approved time-based stock awards under the Company’s 2011 Equity Incentive Plan for each of our named executive officers (other than Messrs. Dowell, Ruiz and Becker) as follows:

·                  Mr. Boekelheide, 23,659 shares (the number of shares awarded was determined by dividing $225,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $9.51);

·                  Mr. Hansen, 57,834 shares (the number of shares awarded was determined by dividing $550,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $9.51);

·                  Mr. Aniszewski, 16,824 shares (the number of shares awarded was determined by dividing $160,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $9.51); and

·                  Mr. Eng, 5,258 shares (the number of shares awarded was determined by dividing $50,000 (the fixed dollar amount of the award approved by the Compensation Committee) by the VWAP of our common stock for the ten trading days preceding the grant date, or $9.51).

The shares covered by the time-based stock awards were granted to the executive officers on May 28, 2014.  The Company entered into stock award agreements with the executive officers, effective as of the grant date, setting forth the terms and conditions of the time-based stock awards.  The stock award agreements provide for vesting over a three year period as follows: 25% of the shares vested on May 27, 2015; 25% of the shares  vest on May 27, 2016; and 50% of the shares vest on May 27, 2017.

Except as described below, no shares of common stock covered by a time-based stock award will vest unless the executive remains in the continuous employ of the Company from the date of grant until the applicable vesting date.  However, all of the shares of common stock covered by a time-based stock award (if not sooner vested) will vest on a “control change date” (as defined in the 2011 Equity Incentive Plan) if the executive remains in the continuous employ of the Company from the date of grant until the control change date.  In addition, all of the shares of common stock covered by a time-based stock award (if not sooner vested), will vest on the date that the executive’s employment with the Company ends on account of the executive’s death or disability, if the executive’s employment is terminated without cause or if the executive resigns for good reason.

Any shares of common stock covered by a time-based stock award that have not vested as described above may not be transferred and will be forfeited on the date the executive’s employment with the Company terminates.  On and after the date of grant and prior to forfeiture of any shares covered by a time-based stock award, the executive will have the right to vote the shares of common stock covered by a time-based stock award and to receive, free of all restrictions, all dividends declared and paid on the Company’s common stock, whether or not vested.

2014 Equity Incentives: Performance-Based Stock Awards.  In addition, the Compensation Committee approved performance-based stock awards under the Company’s 2011 Plan for each of our named executive officers (other than Messrs. Dowell, Ruiz and Becker) as follows:

·                  Mr. Boekelheide, 42,061 shares (the number of shares awarded was determined by dividing $400,000 (the fixed dollar amount of the award approved by the Compensation Committee) by $9.51);

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·                  Mr. Hansen, 86,751 shares (the number of shares awarded was determined by dividing $825,000 (the fixed dollar amount of the award approved by the Compensation Committee) by $9.51);

·                  Mr. Aniszewski, 25,237 shares (the number of shares awarded was determined by dividing $240,000 (the fixed dollar amount of the award approved by the Compensation Committee) by $9.51); and

·                  Mr. Eng, 7,886 shares (the number of shares awarded was determined by dividing $75,000 (the fixed dollar amount of the award approved by the Compensation Committee) by $9.51).

The shares of common stock covered by the performance-based stock awards were granted to the named executive officers on May 28, 2014.  The Company entered into stock award agreements with the executive officers, effective as of the grant date, setting forth the terms and conditions of the performance-based stock awards.  The stock award agreements provide for vesting based on the attainment of certain performance goals.  Pursuant to each stock award agreement:

·                  one-third of the shares of common stock covered by a performance-based stock award would have vested on January 1, 2015 if the Company’s TSR for the one-year period commencing January 1, 2014 and ending December 31, 2014 equaled or exceeded the return for the Index (as defined above) for the comparable period.  Based on the Company’s performance in 2014, these shares vested on January 1, 2015;

·                  one-third of the shares of common stock covered by a performance-based stock award will vest on January 1, 2016 if the Company’s TSR for the one-year period commencing January 1, 2015 and ending December 31, 2015 equals or exceeds the return for the Index for the comparable period;

·                  one-third of the shares of common stock covered by a performance-based stock award will vest on January 1, 2017 if the Company’s TSR for the one-year period commencing January 1, 2016 and ending December 31, 2016 equals or exceeds the return for the Index for the comparable period;

·                  two-thirds of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on January 1, 2016 if the Company’s two-year cumulative TSR for the two-year period commencing January 1, 2014 and ending December 31, 2015 equals or exceeds the total return for the Index for the comparable period;

·                  all of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on January 1, 2017 if the Company’s three-year cumulative TSR for the three-year period commencing January 1, 2014 and ending December 31, 2016 equals or exceeds the total return for the Index for the comparable period;

·                  in the event of a Change in Control (as defined in the 2011 Equity Incentive Plan), all of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on the control change date if the Company’s TSR (based on the change in control price) for the period that begins on January 1st of the year in which the control change date occurs and ends on the control change date equals or exceeds the total return for the Index for the comparable period; and

·                  all of the shares of common stock covered by a performance-based stock award (reduced by the number of shares that have already vested) will vest on the date that the executive’s employment is terminated on account of the executive’s death, disability, termination without cause or voluntary termination for good reason.

Our TSR for the one-year period commencing January 1, 2014 and ending December 31, 2014 was 44.60% and the return for the Index for the comparable period was 31.99%.   As a result, one-third of the 2014 performance-based restricted shares of common stock and one-third of the previously issued 2012 performance-based restricted shares and one-third of the previously issued 2013 performance-based restricted shares vested on January 1, 2015.

If the total return for the Index and the Company’s TSR or Change in Control TSR are both negative for any performance measurement period, the shares of common stock covered by the performance-based stock award and

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subject to vesting for such performance measurement period will vest if the Company’s negative TSR or the Company’s negative Change in Control TSR, as applicable, is less than the Index’s negative total return.

For purposes of the performance-based stock awards, the Company’s TSR will be calculated on the same basis and use the same methodology used by SNL Financial LC to calculate the total return for the Index.  No shares of common stock covered by a performance-based stock award will vest unless the Compensation Committee determines that the applicable performance condition has been satisfied.

No shares of common stock covered by a performance-based stock award will vest unless the executive remains in the continuous employ of the Company from the date of grant until the date the shares vest as described above. In addition, all of the shares of common stock covered by a performance-based stock award (if not sooner vested), will vest on the date that the executive’s employment with the Company ends on account of the executive’s death or disability, if the executive’s employment is terminated without cause or if the executive resigns for good reason.

Any shares of common stock covered by a performance-based stock award that have not vested as described above may not be transferred and will be forfeited on the date the executive’s employment with the Company terminates.  All shares of common stock covered by a performance-based stock award that have not vested on or before January 1, 2017, in accordance with the terms of the stock award agreement, will be forfeited.

On and after the date of grant and prior to forfeiture of any shares of common stock covered by a performance-based stock award, the executive will have the right to vote the shares.  However, prior to vesting, any cash dividends on the non-vested shares will be accumulated but will not be paid to the executive during the applicable performance period.  Any accumulated and unpaid cash dividends on the shares of common stock covered by a performance-based stock award will be paid to the executive on the date the shares have vested in accordance with the stock award agreement. Any additional shares of common stock distributed as a dividend on the shares of common stock covered by a performance-based stock award will be subject to the same vesting conditions and transferability restrictions as the shares of common stock covered by the performance-based stock award and will be subject to risk of forfeiture.

Elements of 2015 Executive Compensation Program

On March 3, 2015, the Compensation Committee approved the elements of the 2015 executive compensation program for Messrs. Hansen, Dowell, Aniszewski and Eng.  On April 24, 2015, the Compensation Committee approved the elements of the 2015 executive compensation program for Mr. Boekelheide.  The key elements of the program are discussed below.

For the development of the 2015 program, the Compensation Committee retained FTI Consulting.  FTI Consulting provided the Compensation Committee with advisory services only with respect to executive compensation, and worked with management only at the request and under the direction of the Compensation Committee.  FTI Consulting reviewed the compensation components for the prior year’s program and advised the Compensation Committee on the appropriateness of those components. The Compensation Committee’s approval of the 2015 program was based on various factors, including, among others, recommendations made by FTI Consulting.

2015 Annual Base Salary.  For 2015, the base salaries to be paid to the Company’s executive officers are as follows:

·                  Mr. Boekelheide will be paid $443,000 (an increase of approximately 1.6% compared to the prior year);

·                  Mr. Hansen will be paid $575,000 (an increase of approximately 27.8% compared to the prior year);

·                  Mr. Dowell will be paid $360,000 (an increase of approximately 2.9% compared to the prior year);

·                  Mr. Aniszewski will be paid $375,000 (an increase of approximately 7.1%% compared to the prior year); and

·                  Mr. Eng will be paid $260,000 (an increase of approximately 4.0% compared to the prior year).

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2015 Incentive Awards.  The Compensation Committee approved incentive awards that provide the executive officers an opportunity to earn additional cash compensation based on the achievement of a company-specific performance goals and the executive’s achievement of individual-specific performance goals.  As more fully described below, incentive awards that are earned will be settled in cash on or before March 15, 2016.  On March 3, 2015, the Company entered into incentive award agreements with Messrs. Hansen, Dowell, Aniszewski and Eng setting forth the terms and conditions of the incentive awards.  On April 24, 2015 entered into an incentive award agreement with Mr. Boekelheide setting forth the terms and conditions of the incentive award.

Under the incentive award agreements, the executives will be entitled to cash payments based on the extent to which company-specific performance goals have been achieved.  In the first quarter of 2016, the Compensation Committee will evaluate whether the company-specific performance goals have been achieved and the awards have been earned at the threshold, target or maximum level.  For 2015, the company-specific performance goals established by the Compensation Committee relate to:

·                  amounts of AFFO per share (the “2015 AFFO Component”);

·                  amounts of same store RevPAR growth (the “2015 RevPAR Component”); and

·                  hotel acquisitions completed by the Company (the “2015 Acquisitions Component”).

For purposes of the 2015 AFFO Component, AFFO per share will be calculated as the Company’s net income or loss as set forth in its audited consolidated financial statements for the year ending December 31, 2015, excluding gains (or losses) from sales of property, plus depreciation and amortization (including amortization of deferred financing costs and amortization of franchise royalty fees), as further adjusted to exclude hotel transaction and pursuit costs and such other items, including nonrecurring expenses, as the Compensation Committee determines is appropriate and consistent with the purpose and intent of the incentive awards.  For purposes of the 2015 RevPAR Component, same store RevPAR growth will be calculated as a year over year comparison of RevPAR growth for the Company’s hotels owned for the entire year ended December 31, 2014 and the entire year ending December 31, 2015, excluding assets held for sale.  For purposes of the 2015 Acquisitions Component, the performance goals have been established with respect to the total combined gross purchase price of hotels acquired by the Company in 2015.

If any transactions occur, the impact the transactions on actual 2015 AFFO per share will be evaluated by the Compensation Committee, and in the Compensation Committee’s discretion, an appropriate adjustment may be made to the threshold, target and maximum levels of budgeted AFFO per share to give effect to the impact of those transactions.

No amount will be paid under the 2015 AFFO Component, the 2015 RevPAR Component or the 2015 Acquisitions Component if the threshold level of performance is not achieved. No additional amounts will be paid under the 2015 AFFO Component, 2015 the RevPAR Component or the 2015 Acquisitions Component if actual performance exceeds the maximum level of performance established by the Compensation Committee.

The following table sets forth the potential payout under the 2015 AFFO Component that each executive may earn at the threshold, target and maximum level of performance:

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The following table sets forth the potential payout under the 2015 RevPAR Component that each executive may earn at the threshold, target and maximum level of performance:

The following table sets forth the potential payout under the 2015 Acquisitions Component that each executive may earn at the threshold, target and maximum level of performance:

In addition, the Compensation Committee has determined that each executive officer will have the opportunity to earn a cash payment based on the executive’s individual performance during 2015, with the maximum amount of the cash payment that may be earned equal to 25% of each executive’s combined maximum incentive award under the AFFO Component, the RevPAR Component and the Acquisitions Component as indicated in the tables above (the “2015 Individual Performance Component”).  The amount, if any, earned under the 2015 Individual Performance Component will be determined by the Compensation Committee, in its sole discretion, based on the Compensation Committee’s evaluation and assessment of the individual’s contributions to the Company during 2015. The maximum potential payout under the 2015 Individual Performance Component for each executive officer is as follows: Mr. Boekelheide, $193,813; Mr. Hansen, $287,500; Mr. Dowell, $90,000; Mr. Aniszewski, $93,750; and Mr. Eng, $48,750.

In determining whether the 2015 Individual Performance Component has been earned, the Compensation Committee will not rely on any one particular objective or formula in determining appropriate short-term incentives, but rather on what the Compensation Committee considers to be value-added quantitative and qualitative goals in furtherance of the Company’s strategic goals.  No executive officer is guaranteed an award under the 2015 Individual Performance Component and, if performance is unsatisfactory, no amounts will be paid under the 2015 Individual Performance Component.

Except as discussed below, to receive payment under the any component of the 2015 incentive award, an executive officer must be employed by the Company on the date payment is made.  The executive officers will be entitled to receive (i) the pro rata amount of the 2015 AFFO Component, the 2015 RevPAR Component and the 2015 Acquisitions Component, if any, and (ii) the amount, if any, of the 2015 Individual Performance Component the Compensation Committee may determine is earned if the executive’s employment with the Company terminates or is terminated before December 31, 2015 on account of death or disability or on account of a termination without cause or a voluntary termination for good reason.

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In addition, no payment will be made under any component of the incentive award until the Compensation Committee determines the amount that has been earned.  Any amount determined by the Compensation Committee to be payable under the incentive award will be paid as soon as practicable after the Compensation Committee’s determination of the amount to be paid.  The Compensation Committee will make the determination, and the payment, if any, will be made, on or before March 15, 2016.  Any amount payable under the incentive awards will be paid in a single cash payment, which will be reduced by applicable income and employment tax withholdings.

2015 Equity Incentives: Time-Based Stock Awards

The Compensation Committee approved time-based stock awards under the Company’s 2011 Plan as follows:

·                  Mr. Boekelheide, 16,930 shares (the number of shares awarded was determined by dividing $225,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.29);

·                  Mr. Hansen, 59,568 shares (the number of shares awarded was determined by dividing $800,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43);

·                  Mr. Dowell, 18,615 shares (the number of shares awarded was determined by dividing $250,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43);

·                  Mr. Aniszewski, 20,477 shares (the number of shares awarded was determined by dividing $275,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43); and

·                  Mr. Eng, 4,840 shares (the number of shares awarded was determined by dividing $65,000 (the fixed dollar amount of the award approved by the Compensation Committee) by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43).

The time-based shares were issued on March 3, 2015 for Messrs. Hansen, Dowell, Aniszewski and Eng.  The time-based shares were issued on April 24, 2015 for Mr. Boekelheide.  The Company has entered into stock award agreements with the executive officers setting forth the terms and conditions of the time-based stock awards.  The stock award agreements for Messrs. Hansen, Dowell, Aniszewski and Eng provide for vesting over a three-year period as follows: 25% of shares will vest on March 9, 2016; 25% of the shares will vest on March 9, 2017; and 50% of the shares will vest on March 9, 2018.  The stock award agreement for Mr. Boekelheide provides for vesting over a three-year period as follows: 33% of shares will vest on April 24, 2016; 33% of the shares will vest on April 24, 2017; and 33% of the shares will vest on April 24, 2018.

Except as described below, no time-based shares will vest unless the executive remains in the continuous employ of the Company from the date of grant until the applicable vesting date.  However, all of the time-based shares (if not sooner vested) will vest on a “control change date” (as defined in the 2011 Plan) if the executive remains in the continuous employ of the Company from the date of grant until the control change date.  In addition, all of the time-based shares (if not sooner vested), will vest on the date that the executive’s employment with the Company ends on account of the executive’s death or disability or if the executive’s employment is terminated without cause or if the executive resigns for good reason.

Any time-based shares that have not vested as described above may not be transferred and will be forfeited on the date the executive’s employment with the Company terminates.  On and after the date of grant and prior to forfeiture of any time-based shares, the executive will have the right to vote the time-based shares and to receive, free of all restrictions, all dividends declared and paid on the Company’s common stock, whether or not vested.

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2015 Equity Incentives: Performance-Based Stock Awards

The Compensation Committee approved performance-based stock awards under the Company’s 2011 Plan as follows:

·                 Mr. Hansen, 89,352 shares (the number of shares awarded was determined by dividing $1,200,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43);

·                  Mr. Dowell, 27,923 shares (the number of shares awarded was determined by dividing $375,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43);

·                  Mr. Aniszewski, 29,784 shares (the number of shares awarded was determined by dividing $400,000 (the fixed dollar amount of the award approved by the Compensation Committee)  by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43); and

·                  Mr. Eng, 7,446 shares (the number of shares awarded was determined by dividing $100,000 (the fixed dollar amount of the award approved by the Compensation Committee) by the VWAP of our common stock for the ten trading days preceding the grant date, or $13.43).

The performance-based shares were issued at the target level of performance, as discussed below, on March 3, 2015.  The number of performance-based shares issued on March 3, 2015 was determined by dividing the fixed dollar amount of the performance-based stock award at the target level of performance by the VWAP, or $13.43.  The Company has entered into stock award agreements with the above-named executive officers, effective as of March 3, 2015, setting forth the terms and conditions of the performance-based stock awards.

Pursuant to the stock award agreements, the performance-based shares will be earned based on the Company’s relative TSR compared to various peer group percentiles, which range from the 30th percentile for threshold performance, the 55th percentile for target performance and the 80th percentile for maximum performance.  Additional shares may be earned by the executive officers if performance exceeds the target level.  The performance-based shares (and any additional shares) will be earned over a three-year performance period that commenced on January 1, 2015 and will end on December 31, 2017 (the “Performance Period”).  In addition, a portion of the performance-based shares can be earned based on the Company’s absolute TSR as discussed below.  The peer group selected by the Compensation Committee consists of the constituent companies of the SNL US Hotel REIT Index for the entire Performance Period. If earned, the performance-based shares issued on March 3, 2015 will vest on January 1, 2018 and any additional shares will be issued on January 1, 2018 and will be fully vested as of the date of issuance.

The performance-based shares issued on March 3, 2015 will be earned as follows:

·                  for performance at the threshold level, if the Company’s TSR for the cumulative Performance Period equals the 30th percentile of the peer group, 25% of the performance-based shares issued on March 3, 2015 will be earned and will vest on January 1, 2018; and

·                  for performance at the target level, if the Company’s TSR for the cumulative Performance Period equals the 55th percentile of the peer group, 100% of the performance-based shares issued on March 3, 2015 will be earned and will vest on January 1, 2018.

The executives may earn additional shares if the Company’s relative TSR exceeds the target level.  If the Company’s TSR for the cumulative Performance Period exceeds the 55th percentile of the peer group, the Company will issue additional shares to the executive officers on January 1, 2018 and those shares will be fully vested as of the date of issuance.  Except as described in the immediately preceding sentence, no additional shares will be issued to the executives for performance that exceeds the maximum level of performance (if the Company’s TSR for the cumulative Performance Period exceeds the 80th percentile of the peer group).Linear interpolation will be applied for performance between the threshold and target levels and for performance between the target and maximum levels.

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A portion of the performance-based shares can be earned, without duplication, based on the Company’s absolute TSR.  Accordingly, if the Company’s absolute TSR is equal to or greater than 8.5% per year (or 25.5% for the cumulative Performance Period), no less than 25% of the performance-based shares will be earned and will vest on January 1, 2018.

Except as described below, no performance-based shares will vest unless the executive remains in the continuous employ of the Company from the date of grant until January 1, 2018.  If a “change in control” (as defined in the 2011 Plan), occurs prior to the conclusion of the Performance Period, the performance-based shares, including any additional shares issuable for performance that exceeds the target level, will be earned based on the Company’s relative or absolute TSR performance up to the date of the change in control, and any shares so earned or issued (in the case of any additional shares) will be fully vested.  Under these circumstances, the executives will be entitled to receive any dividend equivalent payments to which they are entitled under the terms of the stock award agreements.

If an executive’s employment is terminated on account of death or disability, termination without cause or voluntary termination for good reason, the performance-based shares, including any additional shares issuable for performance that exceeds the target level, may be earned contingent upon the attainment of the relative or absolute TSR performance hurdles at the end of the Performance Period.  However, the number of performance-based shares, including any additional shares that may be issued for performance that exceeds the target level, earned by the executive and the amount of any dividend equivalent payments to which the executive is entitled pursuant to the terms of the stock award agreement will be reduced pro rata based on the amount of time the executive was employed by the Company during the Performance Period.

For purposes of the performance-based stock awards, the Company’s TSR will be calculated based on the ten-day volume weighted average price of the Company’s common stock ending on, and including, December 31, 2017, minus $12.44 (the closing sale price of the Company’s common stock on December 31, 2014), plus any dividends paid on the Company’s common stock during the Performance Period, all divided by $12.44.

Performance-based shares that have not been earned on or before January 1, 2018 in accordance with the terms of the stock award agreements will not vest or be issued (in the case of any additional shares issuable for performance that exceeds the target level) and such shares or the right to receive such shares (in the case of any additional shares issuable for performance that exceeds the target level) will be forfeited.

On and after the date of grant and prior to forfeiture of any of the performance-based shares, the executives will have the right to vote the shares that have been issued.  However, prior to vesting, any cash dividends on the performance-based shares that have not vested will be accumulated but will not be paid to the executives during the Performance Period.  Any accumulated and unpaid cash dividends on the performance-based shares will be paid to the executives on the date those shares vest in accordance with the terms of the stock award agreements. If any additional shares are issued for performance that exceeds the target level, the executives will receive a cash payment in the amount equal to the dividends that would have been paid on the additional shares if those shares had been issued on March 3, 2015.

2011 Equity Incentive Plan

We have adopted the 2011 Equity Incentive Plan, which became effective immediately prior to the completion of our IPO.  This plan provides for the grant to employees and consultants of our company and our operating partnership (and their respective subsidiaries) and directors of our company of stock options, restricted stock, stock appreciation rights, LTIP units, dividend equivalents, restricted stock units and other stock-based awards.  We have reserved a total of 2,318,290 shares of our common stock for issuance pursuant to the 2011 Equity Incentive Plan, subject to certain adjustments as set forth in the plan.  As of April 28, 2015, 1,131,664 shares of our common stock had been granted under the plan, 893,000 shares of our common stock were issuable pursuant to stock options granted under the plan and 293,626 shares of our common stock remained available for future grants under the plan.

Other Benefits; 401(k) Plan

We provide benefits such as medical, dental and life insurance and disability coverage for all of our employees, including our named executive officers.  We also provide personal paid time off and other paid holidays to all

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employees, including the named executive officers.  We believe that our employee benefit plans are an appropriate element of compensation and are necessary to attract and retain employees.

We maintain a retirement savings plan under section 401(k) of the Internal Revenue Code to cover our eligible employees.  We currently match 100% of each eligible participant’s contributions, within prescribed limits, up to 3% of such participant’s tax-deferred contributions and 50.0% of up to 2% of the participant’s additional contributions.  In addition, we reserve the right to make additional discretionary contributions on behalf of eligible participants.  In 2014, Messrs. Boekelheide, Hansen, Aniszewski, Becker and Eng each received $10,400 in matching contributions.

In 2014, we reimbursed Mr. Eng a total of $32,138 in relocation expenses related to his move to Austin, Texas.

On June 16, 2014, in connection with Mr. Becker’s resignation, the Company entered into a severance and release agreement with Mr. Becker (the “Agreement”).  The Agreement provided for a severance payment to Mr. Becker in the gross amount of $348,289, payment for up to twelve months of COBRA premiums and accelerated vesting of all previously awarded restricted shares of common stock and options.  In 2014, Mr. Becker received $10,111 as COBRA premium reimbursements.

In March 2015, the Compensation Committee approved and we paid discretionary cash bonuses to Messrs. Dowell and Ruiz for services provided in 2014.  Each of these executives was paid $75,000 pursuant to these bonuses.

Employment Agreements

To specify our expectations with regard to our executive officers’ duties and responsibilities and to provide greater certainty with regard to the amounts payable to our executive officers in connection with certain terminations or change in control events, the Board has approved and we have entered into employment agreements with each of our executive officers.  The employment agreements are described in more detail under “—Employment Agreements,” and “—Potential Payments Upon Termination or Change in Control” below.

Tax Deductibility of Executive Compensation

The Compensation Committee considers the anticipated tax treatment to the company and the executive officers in its review and establishment of compensation programs and payments.  The deductibility of some types of compensation payments can depend upon the timing of the executive’s vesting or exercise of previously granted rights.  Interpretations of and changes in applicable tax laws and regulations, as well as other factors beyond the committee’s control, also can affect deductibility of compensation.  The Compensation Committee’s general policy is to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals.  Accordingly, the compensation committee has not adopted a policy that all compensation must be deductible.

Accounting Standards

FASB ASC Topic 718 requires us to recognize an expense for the fair value of equity-based compensation awards.  Grants of equity awards under our 2011 Plan will be accounted for under FASB ASC Topic 718.  The Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity plans and programs.  As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Risk Considerations in our Executive Compensation Program

The Compensation Committee has assessed our compensation program for the purpose of reviewing and considering any risks presented by our compensation policies and practices that are likely to have a material adverse effect on us.  As part of that assessment, management reviewed the primary elements of our compensation program, including base salary, annual bonus opportunities, equity compensation and severance arrangements.  Management’s risk assessment included a review of the overall design of each primary element of our compensation program, and an analysis of the various design features, controls and approval rights in place with respect to compensation paid to

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management and other employees that mitigate potential risks to us that could arise from our compensation program.  Following the assessment, management determined that our compensation policies and practices did not create risks that were reasonably likely to have a material adverse effect on us and reported the results of the assessment to the Compensation Committee.

Stock Ownership Guidelines for Executive Officers

We have adopted stock ownership guidelines for our executive officers, including our named executive officers.  For more information, please see “Corporate Governance Matters—Stock Ownership Guidelines.”

Summary Compensation Table

The table below summarizes the total compensation paid or earned by each of our named executive officers for the fiscal year ended December 31, 2014.

*Mr. Becker resigned from his position as Executive Vice President and Chief Financial Officer on May 27, 2014.

**Mr. Dowell was appointed Executive Vice President, Chief Financial Officer and Treasurer on October 1, 2014.

***Mr. Ruiz acted as Interim Chief Financial Officer from May 28, 2014 until October 1, 2014.

(1)   Amounts in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of time-based and performance-based stock awards granted in 2014 to Messrs. Boekelheide, Hansen, Aniszewski and Eng under our 2011 Plan.  For Mr. Becker, the amount in this column reflects the incremental fair value of time-based and performance-based stock awards granted to Mr. Becker in 2012 and 2013 and modified in June 2014 in connection with his resignation.  The severance and release agreement between us and Mr. Becker described under the heading “—Severance and Release Agreement with Mr. Becker” provided for accelerated vesting of all unvested stock awards previously granted to Mr. Becker.  On the effective date of the severance and release agreement, the restrictions lapsed on 23,035 shares of common stock subject to time-based restricted stock awards and 45,551 shares of common stock subject to performance-based restricted stock awards.  According to SEC Rules, the incremental fair value of the modified stock awards granted to Mr. Becker is reported using the value on the modification date.  The assumptions used in calculating these amounts are discussed in Note 2 (“Summary of Significant Accounting Policies — Equity Based Compensation”) and Note 16 (“Equity-Based Compensation”) to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.

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(2)   Amounts in this column represent the incremental fair value, computed in accordance with FASB ASC Topic 718 as of the modification date, of stock options granted to Mr. Becker under our 2011 Plan in February 2011 and modified in June 2014 in connection with his resignation.  The severance and release agreement between us and Mr. Becker described under the heading “—Severance and Release Agreement with Mr. Becker” provided for accelerated vesting of all option awards previously granted to Mr. Becker.  On the effective date of the severance and release agreement, options to purchase 18,800 shares of common stock vested.  For more information regarding the assumptions made by us in the valuation of these modified stock options, see Note 2 (“Summary of Significant Accounting Policies — Equity Based Compensation) and Note 16 (“Equity-Based Compensation”) to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.

(3)   Amounts in this column represent aggregate cash payouts pursuant to the corporate performance component(s) and the individual performance component of the cash incentive awards granted in 2014 to our named executive officers under our 2011 Plan.

(4)   For 2014, the amounts in the “All Other Compensation” column include the following: (i) contributions made by us to each of our name executive officers 401(k) defined contribution plan in the following amounts: Mr. Boekelheide — $10,400; Mr. Hansen — $10,400; Mr. Aniszewski — $10,400; Mr. Becker — $10,400  and Mr. Eng — $10,400; (ii) moving expenses in the amount of $32,138 reimbursed by us to Mr. Eng in connection with his relocation from Sioux Falls, South Dakota to Austin, Texas; (iii) a cash severance payment made to Mr. Becker in the gross amount of $342,289 and COBRA continuation health coverage premiums paid by us for the benefit of Mr. Becker in the aggregate amount of $10,111, all of which were paid pursuant to the terms of the severance and release agreement we entered into with Mr. Becker in June 2014 in connection with his resignation.  For more information, see the information appearing later in this proxy statement under the caption “— Severance and Release Agreement with Mr. Becker.”  For 2013 and 2012, amounts in the “All Other Compensation Column” exclude contributions made by us to each of our named executive officer’s 401(k) defined contribution plans.  The amounts contributed by us in 2013 were as follows: Mr. Boekelheide — $10,200; Mr. Hansen — $10,200; Mr. Aniszewski — $10,200; Mr. Becker — $10,200; and Mr. Eng — $9,394.  The amounts contributed by us in 2012 were as follows: Mr. Boekelheide — $17,680; Mr. Hansen — $17,680; Mr. Aniszewski — $17,680; Mr. Becker — $17,680; and Mr. Eng — $12,874.

Grants of Plan-Based Awards

The table below sets forth information with respect to plan-based awards granted in 2014 to our named executive officers: