Xenia Hotels & Resorts, Inc. current report, 29 March 2016

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Xenia Hotels & Resorts, Inc. - Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by Xenia Hotels & Resorts, Inc. on March 29, 2016. The filing discloses the appointment of a new Chief Financial Officer and Treasurer and details the associated compensatory arrangements.

Key Financial Metrics

This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.

Material Changes

The primary material change is the appointment of Atish Shah as Executive Vice President, Chief Financial Officer, and Treasurer, effective April 25, 2016. Mr. Shah will also serve as the Company's principal financial officer. Joseph T. Johnson, who served as Treasurer and principal financial officer since March 13, 2016, will step down from these roles on April 25, 2016, though he will remain as Senior Vice President and Chief Accounting Officer.

Management Commentary and Compensation Terms

The Company's compensation committee approved the following terms for Mr. Shah, effective upon his commencement of employment:

  • Base Salary: $450,000 annually.
  • Incentive Bonus: Targeted at 90% of annual base salary, prorated for fiscal year 2016.
  • Signing Bonus: $160,000.
  • Relocation: Reimbursement of eligible expenses up to $100,000.
  • Equity Awards:
    • 26,738 time-vesting Restricted Stock Units (RSUs).
    • 12,945 time-vesting Long-Term Incentive Plan (LTIP) Units.
    • 110,179 Class A Performance LTIP Units.

RSU Vesting Details: The RSUs vest in substantially equal installments on February 4, 2017, and February 4, 2018, subject to continued service. Full acceleration occurs in the event of a change in control or termination without cause/for good reason/death/disability. Unvested RSUs are forfeited upon termination for other reasons. Dividend equivalents are granted in tandem with the RSUs.

Investor Verification Checklist

  • Verify the effective date of the CFO transition (April 25, 2016) and the interim status of Joseph T. Johnson.
  • Review the specific vesting schedules and performance criteria for the 12,945 time-vesting LTIP Units and 110,179 Class A Performance LTIP Units referenced in the May 7, 2015 Form 8-K.
  • Confirm the total equity grant value based on the stock price at the time of grant.
  • Assess the impact of the $160,000 signing bonus and $100,000 relocation cap on immediate cash flow.