Chatham Lodging Trust (CLDT) Proxy Filing summary

Voting matters and shareholder proposals

• ISS recommended voting in line with the Board on all proposals except Proposal 4, which concerns amending the Equity Incentive Plan.

• The Board strongly recommends a "FOR" vote on Proposal 4 to add 2,150,000 shares to the Equity Incentive Plan, representing about 4.20% of total shares and OP Units outstanding.

• Without approval, the company would need to use less aligned and more costly compensation methods.

Executive compensation and say-on-pay

• ISS recommended a "FOR" vote on the say-on-pay proposal, recognizing effective alignment of pay with long-term performance.

• Over 95% of votes supported say-on-pay proposals in 2023 and 2024.

• Majority of NEO compensation is equity-based, with 60% performance-based and subject to rigorous hurdles.

• Clawback policy applies to both cash and equity awards; CEO has a 6x base salary share ownership guideline.

Board of directors and corporate governance

• The Board of Trustees unanimously recommends approval of the amendment to the Equity Incentive Plan.