Chatham Lodging Trust (CLDT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2025, with four main proposals: election of six trustees, ratification of auditor, advisory vote on executive compensation, and amendment to the Equity Incentive Plan.

• Shareholders of record as of March 10, 2025, are eligible to vote; 48,982,501 common shares outstanding, each with one vote.

• Proxy materials distributed primarily via internet to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Elect six trustees for one-year terms; one current trustee not seeking reelection.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for 2025.

• Proposal 3: Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal 4: Approve amendment to Equity Incentive Plan, increasing share authorization and individual grant limits.

• Shareholder proposals for 2026 must be received by December 2, 2025, for inclusion in next year’s proxy.

Board of directors and corporate governance

• Board consists of six trustees post-meeting, five of whom are independent; average tenure is 7 years.

• Board diversity: 33% female, 17% African American.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and ESG.

• Lead independent trustee role transitions to Ms. Higgins after the meeting.

• Shareholders have the right to amend bylaws; annual board and committee self-evaluations conducted.

• No staggered board; all trustees elected annually.