Condor Hospitality Trust, Inc. (NASDAQ:CDOR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Jeffrey Giller resigned as a member of the Board of Directors of Condor Hospitality Trust, Inc. (the "Company") effective March 14, 2018. Mr. Giller's resignation was not due to any disagreement with the Company or its management on any matter relating to the Company's operations, policies or practices.
(d) to the Investor Rights Agreement dated March 16, 2016 between the Company, SREP III Flight-Investco, L.P. ("SREP") and StepStone Group Real Estate L.P., SREP designated Thomas Calahan as the replacement for Mr. Giller on the Board of Directors. The Board of Directors appointed Mr. Calahan as a member of the Board of Directors on March 14, 2018. Directors receive an annual retainer of $30,000, $5,000 of which is paid in common stock of the Company, and the balance in cash or common stock at the director's election. Additionally, directors receive $1,000 per meeting attended in person and $500 per telephonic meeting. From time to time, directors, as authorized representatives of the Board of Directors, engage in board duties outside of meetings, and receive fees for the performance of such additional board duties in an hourly or daily amount as set by the Board of Directors.
(e) On March 14, 2018, the Compensation Committee of the Board of Directors of Condor Hospitality, Inc. (the "Company") established and approved 2018 incentive compensations plans for four executive officers; J. William Blackham, President and Chief Executive Officer, Jonathan Gantt, Senior Vice President and Chief Financial Officer, Jeff Dougan, Senior Vice President and Chief Operating Officer and Arinn Cavey, Chief Accounting Officer. A target incentive was established for each executive ranging from 45% to 125% of base salary, with a portion of the incentive allocated to each executive's individual performance objective. The performance objectives consist of implementing the business plan, hotel management, hotel operational performance, hotel acquisitions and dispositions, financing, staffing, achieving analyst research coverage, and accounting, audit and regulatory filings.
An executive must achieve the particular performance objectives established for the executive to earn the portion of the executive's target incentive allocated to that performance objective. Payout under the plans to an executive will be in cash and/or equity (from shareholder approved employee benefit plans). The Compensation Committee has discretion, including to make partial awards, and to take into account events and circumstances not contemplated when performance objectives were set.
