ht-20230413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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Hersha Hospitality Trust

(Name of Registrant as Specified In Its Charter)

_____________________

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2023 PROXY STATEMENT

HERSHA HOSPITALITY TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Thursday, May 25, 2023

9:00 A.M. (EDT)

VIRTUALLY VIA AN INTERNET WEBCAST

HTTPS://WEB.LUMIAGM.COM/212424894

ITEMS OF BUSINESS

1.To elect four Class II Trustees to the Board of Trustees.

2.To approve on an advisory basis the compensation of the Company’s named executive officers.

3.To approve on an advisory basis the frequency of future advisory shareholder votes to approve the compensation of the named executive officers.

4.To approve an amendment to the Hersha Hospitality Trust 2012 Equity Incentive Plan.

5.To ratify the appointment of KPMG LLP as the Company’s independent auditors for the year ending December 31, 2023.

6.To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.

Record Date

You can vote if you were a holder of record of our Priority Class A common shares (“common shares”) or a holder of a valid proxy, at the close of business on March 31, 2023.

Proxy Materials

We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rule allowing companies to furnish proxy materials to shareholders over the Internet. We believe that this e-proxy process expedites shareholders’ receipt of proxy materials, while setting a great precedent for our Company by keeping the costs down and reducing the environmental impact of our annual meeting. On or about April 13, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 (our “2022 Annual Report”), how to vote over the Internet or how to request and return a proxy card by mail. Shareholders may request to receive a paper copy of the proxy materials and will subsequently be mailed the Proxy Statement, our 2022 Annual Report and a proxy card. If you plan on virtually attending the annual meeting, you will need to enter the 16-Digit Control Number on your Notice of Internet Availability of Proxy Materials.

Your Vote is Important

It is important that your common shares are represented and voted at the annual meeting. You may authorize your proxy over the Internet or by telephone as described in the Notice of Internet Availability of Proxy Materials. Alternatively, if you received a printed copy of the proxy materials by mail, you may authorize your proxy by signing, dating and returning the proxy card in the enclosed envelope. You may revoke your proxy and vote online via webcast at the annual meeting by (1) executing and submitting a later dated proxy card that is received at the Company’s principal executive office prior to May 25, 2023, (2) subsequently authorizing a proxy over the Internet or by telephone, (3) sending a written revocation of your proxy to the Company’s Corporate Secretary at its principal executive office or (4) attending the annual meeting virtually on the Internet and voting online via webcast. Attendance at the annual meeting will not, by itself, revoke your proxy.

BY ORDER OF THE BOARD OF TRUSTEES,

/s/ David L. Desfor

David L. Desfor

Corporate Secretary

44 Hersha Drive

Harrisburg, Pennsylvania 17102

April 13, 2023

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 25, 2023:

The Notice of Annual Meeting of Shareholders, this proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2022 (our "2022 Annual Report") are available on Hersha Hospitality Trust’s website, www.hersha.com, and at www.proxyvote.com. Information on or connected to these websites is not deemed to be a part of this proxy statement.

Table of Contents


			Page

PROXY SUMMARY			1
PLEASE VOTE			11
CORPORATE GOVERNANCE			15
COMMITMENT TO SUSTAINABILITY – EARTHVIEW®			19
PROPOSAL ONE: Election of Class I I Trustees			22
BOARD OF TRUSTEES AND EXECUTIVE OFFICERS			22
MEETINGS OF THE BOARD OF TRUSTEES			30
TRUSTEE COMPENSATION			33
SECURITY OWNERSHIP OF MANAGEMENT			36
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY			37
COMPENSATION COMMITTEE REPORT			38
COMPENSATION DISCUSSION AND ANALYSIS			39
EXECUTIVE COMPENSATION			66
PROPOSAL TWO: Advisory Vote on Executive Compensation			79
PROPOSAL THREE: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation			81
PROPOSAL FOUR: Approval of Amendment to 2012 Equity Incentive Plan			82
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			87
AUDIT COMMITTEE REPORT			89
INFORMATION ABOUT THE COMPANY’S INDEPENDENT AUDITORS			91
PROPOSAL FIVE : Ratification of Appointment of Independent Auditors			91
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2024 ANNUAL MEETING			92
OTHER MATTERS			92
ANNUAL REPORT ON FORM 10-K			92

PROXY SUMMARY

This proxy summary highlights information that may be contained elsewhere in this proxy statement. This proxy summary does not contain all of the information that you should consider before authorizing your proxy, and you should read the entire proxy statement carefully before authorizing your proxy. Page references are supplied to help you find further information in this proxy statement. Unless the context otherwise indicates or requires, all references in this proxy statement to the terms “Hersha,” “we,” “us,” “our,” “our company” and “the Company” mean Hersha Hospitality Trust and its subsidiaries. Please refer to our website, www.hersha.com, for additional information about the Company. Information on or connected to this website is not deemed to be part of this proxy statement.

Eligibility to Vote (page 11)

You can vote if you are a holder of record of our common shares or a holder of a valid proxy from a holder of record as of the close of business on March 31, 2023.

How to Cast Your Vote Prior to the Annual Meeting (page 11)

Shareholders of Record - You can authorize a proxy to vote your shares by any of the following methods:

•Internet: www.voteproxy.com until 11:59 P.M. EDT on May 24, 2023;

•Telephone: 1-800-PROXIES (1-800-776-9437 in the United States or 1-718-921-8500 if you are outside the United States) until 11:59 P.M. EDT on May 24, 2023; or

•Mail: If you received a printed copy of the proxy materials by mail, completing, signing and returning your proxy or voting instruction card.

Beneficial Owners: Shares Registered in the Name of a Broker or Bank - If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. “How To Vote; Revocability of Proxy” on page 11 includes information to ensure that your vote is counted.

To decrease both printing costs to the Company and the environmental impact of our annual proxy solicitation process, pursuant to rules adopted by the SEC, we have elected to furnish our proxy materials over the Internet to our shareholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review the Proxy Statement and our 2022 Annual Report over the Internet at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials also instructs you on how you may submit your proxy over the Internet, or how you can request a full set of proxy materials, including a proxy card to return by mail. If you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy Materials.

How to Attend the Annual Meeting (page 12)

The annual meeting will be a completely virtual meeting of the shareholders, which will be conducted exclusively online via webcast. You are entitled to participate in the annual meeting only if you were a shareholder as of the close of business on March 31, 2023, or if you hold a valid proxy for the annual meeting. No physical meeting will be held and members of our Board of Trustees and management will also attend online via webcast. You will be able to attend the annual meeting online and submit your questions during the meeting by visiting https://web.lumiagm.com/212424894. You will also be able to vote your shares online by attending the annual meeting via webcast. To participate in the annual meeting, you will need to review the information included in the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is ht2023. If you hold shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online annual meeting will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the annual meeting prior to the start time leaving ample time for the check-in. Please follow the registration instructions outlined in this proxy statement.

Corporate Governance of the Company (page 15)

We strive to observe and continue to implement best practices in Corporate Governance and we are committed to high ethical standards. The efficacy of our corporate governance begins with the Board of Trustees which sets the tone for our organization. The composition of our Board of Trustees is an important component of our Corporate Governance. When evaluating the composition of our Board of Trustees, board diversity and independence are considered along with each trustee’s experience with corporate strategy initiatives and as a senior executive either at our company or at other public companies and their expertise in hospitality and real estate and with public companies.

The following highlights our board composition:

Corporate Governance highlights:


Board Independence			•6 out of 8 of our trustees and trustee nominees are independent •Our Executive Chairman and CEO are the only management trustees •Independent Lead Trustee (selected by the trustees) regularly convenes executive sessions of independent trustees to discuss certain matters without management trustees or management present
Board Composition and Committees			•The Nominating and Corporate Governance Committee leads the full Board in considering Board competencies and the identification and evaluation of trustee candidates •We have four Board committees and one sub-committee – Acquisition, Audit (including the Risk & Environmental, Social, Governance Sub-Committee), Nominating and Corporate Governance, and Compensation •All committees are composed entirely of independent trustees •The Board and its committees and sub-committees conduct an annual self-assessment to review effectiveness
Board Diversity			•4 out of 8 of our trustees are women or minority board members
Leadership Structure			•Executive Chairman of the Board separate from CEO •Independent Lead Trustee, among other duties, convenes and chairs executive sessions of the independent trustees
Risk Oversight			•Our full Board is responsible for risk oversight, and has designated committees to have particular oversight of certain key risks •Risk & Environmental, Social, Governance Sub-Committee established to promote active and focused discussion of risk areas, including items related to cyber security and environmental, social, and governance ("ESG") activities •Our Board oversees and works in conjunction with executive management to fulfill our responsibilities for the assessment and mitigation of risks
Open Communication			•We encourage open communication and strong working relationships among the Independent Lead Trustee, Executive Chairman, CEO and other trustees •Our trustees have access to management and employees
Trustee Share Ownership			•Our independent trustees are required to own our common shares in an amount equal to five times the annual base retainer •Our management trustees (CEO and Executive Chairman) are required to own common shares in an amount equal to six times and four times their annual salary, respectively •Comprehensive insider trading policy and prohibitions on hedging transactions
Accountability to Shareholders			•We use majority voting in uncontested director elections •Shareholders have the power to amend the Bylaws •We do not have a shareholder rights plan •We have an annual advisory vote on executive compensation as opposed to every two or three years

Commitment to Sustainability – EarthView® (page 19)

We believe that the financial success of our shareholders and the positive growth of our company is fueled by an unwavering commitment to highly ethical and responsible business practices. As such, the Company embraces a commitment to environmental, social, and governance (ESG) practices as an integral part of maintaining and growing a successful business.

In 2010, we created our proprietary sustainability platform, EarthView®, one of the first established and most highly regarded sustainability programs in the industry. Hersha has been recognized for our industry-leading ESG practices, on both a local and a global scale. Below we have highlighted a few of the accolades we have earned.

•Nareit Leader in the Light: Recognized four times as winner of Nareit’s Leader in the Light in the Lodging & Resorts sector for superior sustainability practices

•GRESB: Hersha ranked #1 within the U.S. Hotel peer set in the Global Real Estate Sustainability Benchmark Public Disclosure

•Newsweek: Hersha ranked one of America’s Most Responsible Companies in 2022 and 2023

We are committed to transparent reporting of our ESG results. As such, Hersha publishes an annual sustainability report that is prepared in accordance with relevant international reporting standards and best practices, specifically the Sustainability Accounting Standards Board (SASB) for the Real Estate Sector and the Task Force on Climate-Related Financial Disclosures (TCFD). For more information on these and our other sustainability practices, please see our most recent sustainability report, available on our website www.hersha.com/earthview. Information on or connected to this website is not deemed to be part of this proxy statement.

Board of Trustees (page 22)

Name

Age

Occupation

Committee
Memberships

Other
Public Company Boards

Class II Trustees Nominees

Neil H. Shah

President and Chief Executive Officer of the Company

None

Jackson
Hsieh

President and
Chief Executive Officer,
Spirit Realty Capital, Inc.

Acquisition
Audit
Compensation
Nominating & Corporate
Governance

Spirit Realty Capital, Inc.

Dianna F. Morgan

Former Senior Vice President,
Walt Disney World Company

Risk & ESG Sub-Committee
(Chair)
Audit
Compensation
Nominating & Corporate
Governance

Chesapeake Utilities
Corp.,
Marriott Vacations
Worldwide Corp.

John M. Sabin

Executive Vice President and
Chief Financial Officer,
Revolution, LLC, Case Family Office, and The Case Foundation

Audit (Chair)
Acquisition
Compensation
Nominating & Corporate
Governance

Maui Land & Pineapple Company, Inc.

Class I Trustees

Jay H. Shah

Executive Chairman of the Board of the Company

None

Thomas J. Hutchison III

Former CEO,
CNL Hotel & Resorts and
CNL Retirement Properties, Inc.

Compensation (Chair)
Acquisition
Audit
Risk Sub-Committee

Marriott Vacations
Worldwide Corp.

Donald J. Landry

Lead Independent Trustee of
the Company
Former CEO and President,
Sunburst Hospitality, Inc.

Acquisition (Chair)

Audit

Risk Sub-Committee

Nominating & Corporate

Governance

None

Michael A. Leven

Former President and Chief
Operating Officer,
Las Vegas Sands Corp.

Nominating & Corporate
Governance (Chair)
Acquisition
Compensation

None

Executive Officers (page 29)

Name

Age

Title

Jay H. Shah*

Executive Chairman of the Board

Neil H. Shah*

President and Chief Executive Officer

Ashish R. Parikh*

Chief Financial Officer, Executive Vice President, and Assistant Secretary

Michael R. Gillespie*

Chief Accounting Officer, Executive Vice President, and Assistant Secretary

David L. Desfor

Treasurer and Corporate Secretary

* Indicates the executive is a named executive officer ("NEO" or, collectively, "NEOs") of the Company.

Compensation Discussion and Analysis (page 39)

COVID-19 Global Pandemic Impact on the Lodging Industry and Impact on Executive Compensation

Due to the COVID-19 pandemic and the effects of travel restrictions both globally and in the United States, the hospitality industry suffered from the lowest levels of demand on record and orders of magnitude worse in breadth and depth than any previous demand shocks the sector had experienced before. The pandemic was devastating to all sectors of the economy related to travel, hospitality and tourism, including our business. Although not as severe as prior years, the disruption experienced in 2022 was significant, particularly in the first half of the year, as a result of the Omicron variant and ongoing impact from Pandemic-related disruption to the travel sector. The management team continued its focus on cost containment, liquidity preservation, and capital sourcing while improving operations during a volatile period. The Company's strategic dispositions, significant refinancing of its corporate debt facilities and continued focus on driving operational efficiencies positioned the Company to outperform the recovery in the travel industry which took hold in spring of 2022 and accelerated as the year progressed.

2022 Performance Highlights

As significant challenges remained in 2022 after the lodging industry was devastated in 2020, the Company notes several highlights for the year:

Executive Compensation (page 66)

The objectives of the Company’s executive compensation program are to attract, retain and motivate experienced and talented executives who can maximize shareholder value. The compensation program is designed to closely align compensation paid to executives, including the Company’s named executive officers (“NEOs”), with the Company’s performance on both a short-term and long-term basis.

All Other NEO Performance Based at Risk.jpg

To further promote alignment with our shareholders, our program allows executives to elect cash awards earned under the Short-Term Incentive Program (“STIP”) to be received in the form of LTIP Units or common shares in lieu of cash. For the past six consecutive years, our CEO and all other NEOs elected 100% of amounts earned under the STIP to be received in equity in lieu of cash.

TOTAL TARGET COMPENSATION

Our program consists of rigorous goals, is targeted towards outperformance, and aligns management with investors.

Say-on-Pay (page 79)

Our shareholders have supported our executive compensation program each year it has been presented for approval. In 2019, 2020 and 2021 shareholder support for our executive compensation was in excess of 90% of votes cast. At the Company’s 2022 Annual Meeting of Shareholders, approximately 63% of the votes cast were in favor of the advisory vote to approve the Company’s executive compensation. While the vote reflected continued support of the Company’s executive compensation program, this level of support was a decline from results experienced in previous years. The Compensation Committee Chair and other members of the Compensation Committee engaged in significant shareholder outreach to better understand our shareholders’ views on our executive compensation program and to inform their design of the 2022 compensation program. We responded to feedback from our shareholders with significant enhancements to the design of our 2022 compensation program. Additional detail regarding the shareholder outreach and enhancements to the design of our 2022 compensation program is described below in the section titled “Investor Outreach and Changes to the 2022 Executive Compensation Program.” We are asking our shareholders to approve, on an advisory basis, the compensation of our NEOs.

In addition, we are asking our shareholders to recommend, on an advisory basis, the frequency of future advisory votes on the compensation of our NEOs.

Amendment to 2012 Equity Incentive Plan (page 82)

We are asking our shareholders to approve an amendment to increase the number of shares available for issuance for awards made pursuant to our Amended and Restated 2012 Equity Incentive Plan ("2012 Equity Plan").

Ratification of Auditors (page 91)

We are asking our shareholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for 2023.

Voting Proposals Summary

Proposal Number

Page Number

Proposal

Unanimous Board Recommendation

PROPOSAL 1

To elect four Class II Trustees to the Board of Trustees.

FOR
- All Nominees

PROPOSAL 2

To approve on an advisory basis the compensation of the Company’s named executive officers.

FOR

PROPOSAL 3

To approve on an advisory basis the frequency of future advisory shareholder votes to approve the compensation of the named executive officers.

EVERY YEAR

PROPOSAL 4

To approve an amendment to the Hersha Hospitality Trust 2012 Equity Incentive Plan.

FOR

PROPOSAL 5

To ratify the appointment of KPMG LLP as the Company’s independent auditors for the year ending December 31, 2023.

FOR

PLEASE VOTE

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND THIS PROXY STATEMENT

THE PROXY SOLICITATION

This proxy statement is provided in connection with the solicitation of proxies by the Board of Trustees of Hersha Hospitality Trust for use at the 2023 annual meeting of shareholders to be held virtually via webcast at 9:00 a.m. (EDT) on May 25, 2023 and at any adjournment or postponement thereof. The mailing address of the Company’s principal executive office is 44 Hersha Drive, Harrisburg, Pennsylvania 17102. The Notice of Internet Availability of Proxy Materials is first being mailed, and the Company’s proxy materials, including the notice of the annual meeting, this proxy statement, the proxy card and the 2022 Annual Report, are first being made available to the Company’s shareholders, on or about April 13, 2023.

Solicitation of Proxies

The cost of preparing and mailing this proxy statement and accompanying proxy materials, and the cost of any supplementary proxy solicitations, which may be made by mail, telephone or personally by the Company’s trustees, executive officers and employees, will be borne by the Company. 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, such information or representation should not be relied upon as having been authorized by the Company. This proxy statement does not constitute the solicitation of a proxy, in any jurisdiction, from any person to whom it is unlawful to make such solicitation in such jurisdiction. The delivery of this proxy statement shall not, under any circumstances, imply that there has not been any change in the information set forth herein since the date of the proxy statement.

How To Vote; Revocability of Proxy

Shareholders of Record - You may authorize your proxy over the Internet (at www.voteproxy.com), by telephone (at 1-800-PROXIES or 1-800-776-9437 in the United States and 1-718-921-8500 if calling from outside the United States) or, if you receive a printed copy of the proxy materials by mail, by executing and returning the proxy card accompanying this proxy statement. Once you authorize a proxy, you may revoke that proxy by (1) executing and submitting a later-dated proxy card prior to May 25, 2023, (2) subsequently authorizing a proxy over the Internet or by telephone, (3) sending a written revocation of your proxy to the Company’s Corporate Secretary at its principal executive offices, or (4) attending the annual meeting via webcast and voting via webcast.

Attending the annual meeting without submitting a new proxy or voting at the annual meeting will not automatically revoke the prior authorization of your proxy. Only the last vote of a shareholder will be counted.

Beneficial Owners: Shares Registered in the Name of a Broker or Bank - If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote in person at the virtual Annual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend

the Annual Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

Shareholders Entitled To Vote

Only holders of record of the Company’s common shares at the close of business on the record date, March 31, 2023, and their legal proxy holders, are entitled to notice of, and to vote at, the annual meeting. On the record date, there were 39,732,633 common shares outstanding. Each shareholder of record is entitled to one vote per common share. Cumulative voting is not permitted in the election of Class II Trustees.

Attending the Annual Meeting Virtually on the Internet

The annual meeting will be a completely virtual meeting of the shareholders, which will be conducted exclusively online via webcast. You are entitled to participate in the annual meeting only if you were a shareholder as of the close of business on March 31, 2023, or if you hold a valid proxy for the annual meeting. No physical meeting will be held and members of our Board of Trustees and management will also attend online via webcast. You will be able to attend the annual meeting online and submit your questions during the meeting by visiting https://web.lumiagm.com/212424894. You will also be able to vote your shares online by attending the annual meeting via webcast. To participate in the annual meeting you will need to review the information included in the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The password for the meeting is ht2023. If you hold shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

Registering to Attend the Annual Meeting Virtually on the Internet

If you are a registered shareholder, you do not need to register to attend the annual meeting virtually on the internet. Please follow the instructions on the Notice of Internet Availability of Proxy Materials or proxy card that you received. If you hold your shares in “street” name and wish to vote online via webcast at the annual meeting, you must register in advance to attend the annual meeting virtually on the Internet.

To register to attend the annual meeting online via webcast, you must submit proof of your proxy power (legal proxy) reflecting your Hersha Hospitality Trust holdings along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 18, 2023. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy to proxy@astfinancial.com.

By facsimile: 718-765-8730

By mail: American Stock Transfer & Trust Company, LLC

Attn: Proxy Tabulation Department

6201 15th Avenue

Brooklyn, NY 11219

Rationale for a Virtual Meeting

Although the COVID -19 pandemic has reduced in severity, many shareholders may still have concerns about health and safety as a result of the COVID-19 pandemic. Therefore, again this year the Company thinks it prudent to hold a virtual meeting in an effort to be more inclusive of in the interests of all of our shareholders, the Board of Trustees and management.

Quorum

The Company’s Bylaws provide that the holders of a majority of the votes entitled to be cast at the annual meeting constitutes a quorum for the transaction of business at the annual meeting. As of March 31, 2023, the record date for the annual meeting, there were 39,732,633 common shares outstanding.

Vote Required

The Company’s Bylaws provide for the election of trustees in uncontested elections by a majority of the votes cast. Under this standard, a majority of the votes cast means the number of votes cast “for” a trustee’s election exceeds the number of votes cast “against” that trustee’s election. The Bylaws provide for the election of trustees by a plurality of the votes cast if the number of nominees exceeds the number of trustees to be elected (a contested election). The election of Class II Trustees at the annual meeting is uncontested. Therefore, in accordance with the Bylaws, Class II Trustee nominees will be elected at the annual meeting by a majority of the votes cast.

The affirmative vote of a majority of all of the votes cast at the annual meeting, if a quorum is present, is required for the proposal to approve, on an advisory basis, the compensation of the Company’s NEOs.

The option of one year, two years or three years that receives the most votes will be the frequency for the advisory vote on executive compensation that has been recommended by shareholders.

The affirmative vote of a majority of all of the votes cast at the annual meeting, if a quorum is present, is required for the proposal to approve an amendment to the Hersha Hospitality Trust 2012 Equity Incentive Plan.

The affirmative vote of a majority of all of the votes cast at the annual meeting, if a quorum is present, is required to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent auditors for the fiscal year ending December 31, 2023.

How Votes Will Be Counted

In the election of Class II Trustees, you may vote “for,” “against” or “abstain” with respect to each Class I Trustee nominee. For the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, the proposal to approve an amendment to the Hersha Hospitality Trust 2012 Equity Incentive Plan, and the proposal to ratify the appointment of KPMG as the Company’s independent auditors for the fiscal year ending December 31, 2023, you may vote “for,” “against” or “abstain.” The option of one year, two years or three years that receives the most votes will be the frequency for the advisory vote on executive compensation that has been recommended by shareholders on an advisory basis. For purposes of the election of trustees, the advisory vote on the compensation of the Company’s NEOs, the advisory vote on the frequency for the advisory vote on executive compensation, the proposal to approve an amendment to the Hersha Hospitality Trust 2012 Equity Incentive Plan, and the ratification of the appointment of the auditors votes, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.

If you hold your common shares in street name through a brokerage firm and you do not submit voting instructions to your broker, your broker may generally vote your common shares in its discretion on routine matters. However, a broker cannot vote common shares held in street name on non-routine matters unless the broker receives voting instructions from the street name holder. The proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 is considered routine under applicable rules, while each of the other items to be submitted for a vote of shareholders at the annual meeting is considered non-routine. Accordingly, if you hold your common shares in street name through a brokerage account and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your common shares on the proposal to ratify the appointment of KPMG but will not be permitted to vote your common shares on any of the other items at the annual meeting. If your broker exercises this discretion, your common shares will be counted as present for the purpose of determining the presence of a quorum at the annual meeting and will be voted on the proposal to ratify the appointment of KPMG in the manner directed by your broker, but your common shares will constitute “broker non-votes” on each of the other items at the annual meeting, including the election of Class II Trustees, the advisory vote on executive compensation, the

advisory vote on the frequency for the advisory vote on executive compensation, and the proposal to approve an amendment to the Hersha Hospitality Trust 2012 Equity Incentive Plan. Broker non-votes will not be counted as a vote cast with respect to these other items and therefore will not be counted in determining the outcome of the items.

Householding

We are sending only a single Notice of Internet Availability of Proxy Materials to any household at which two or more shareholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any shareholders at that address. This practice is known as “householding” and is permitted by rules adopted by the SEC and Maryland law. This practice reduces the volume of duplicate information received at your household and helps us to reduce costs and the environmental impact of our annual proxy solicitation process. We will deliver promptly, upon written request or oral request, a copy of the proxy materials, as applicable, to holders of our common shares as of the record date for the annual meeting, March 31, 2023. If you prefer to receive printed copies of our proxy materials, you may direct requests to the following address: Hersha Hospitality Trust, Attention: Corporate Secretary, 44 Hersha Drive, Harrisburg, Pennsylvania 17102. If you are a shareholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.

CORPORATE GOVERNANCE

We are committed to pursuing best corporate governance practices. We undertake initiatives to structure our corporate governance in a manner we believe closely aligns our interests with those of our shareholders.

Board Leadership Structure

Lead Independent Trustee - The Board of Trustees designates an independent, non-employee trustee to serve as the Lead Independent Trustee that presides over the regularly conducted executive sessions of the independent trustees. In addition to chairing all executive sessions of the independent trustees, the Lead Independent Trustee has the authority to call meetings of the independent trustees, presides at all meetings of the Board of Trustees at which the Executive Chairman of the Board and the President and Chief Executive Officer are not present, and has such other responsibilities as the Board of Trustees may determine from time to time. The Board of Trustees has currently designated Mr. Landry as the Lead Independent Trustee.

Mr. Landry has been honored by New York Stock Exchange Governance Services, a subsidiary of the New York Stock Exchange (“NYSE”), as the 2015 Independent Lead Director of the Year, in connection with its Governance, Risk and Compliance Leadership Awards. The Independent Lead Director of the Year Award is presented to an exemplary leader in governance, risk and compliance that has clearly demonstrated an unwavering commitment to independence, integrity, and leadership in governance at the board level. The Governance, Risk, and Compliance Leadership Awards underscore the role that corporate governance plays in shaping a company's success and a board's contribution to long-term value.

Mr. Landry is expected to continue serving in this capacity following the annual meeting. All interested parties may communicate with the Lead Independent Trustee by following the procedure described below under “—Communications with the Board of Trustees.”

Executive Chairman of the Board and Chief Executive Officer Separated - The Board of Trustees believes that it is in the best interests of the Company that the roles of Chief Executive Officer and Executive Chairman of the Board of Trustees be separated in order for the individuals to focus on their primary roles. The Company’s Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company, while the Company’s Executive Chairman of the Board of Trustees provides guidance to the Company’s Chief Executive Officer, presides over meetings of the full Board of Trustees and, together with the Lead Independent Trustee, sets the agenda for Board of Trustees meetings.

Board’s Role in Risk Oversight

While the Board of Trustees believes it is the job of the Company’s senior management to assess and manage the Company’s exposure to risk, the Board of Trustees and its committees play an important role in the risk oversight of the Company. We believe having robust board oversight around risk is paramount to running a successful business. The Board of Trustees and its committees are involved in risk oversight through its direct decision-making authority with respect to significant matters and the oversight of management. The Board of Trustees (or the appropriate committee in the case of risks that are under the purview of a particular committee) administers its risk oversight function by receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks, and from the chairs of the Audit Committee and the Compensation Committee. In addition, the Board of Trustees administers its risk oversight function through the required approval by the Board of Trustees (or a committee thereof) of significant transactions and other decisions, including, among others, acquisitions and dispositions of properties, new borrowings, significant capital expenditures, refinancing of existing indebtedness, cyber security, climate risks, and the appointment, retention, and succession planning of the Company’s senior management. The Board of Trustees met four times in 2022.

The Audit Committee has a Risk & Environmental, Social, Governance (“Risk & ESG”) Sub-Committee to assist the Audit Committee and the Board of Trustees in developing guidelines and policies related to risk assessment and management which govern the process by which risk assessment and management is handled by the Company’s senior management. Management of risk and resiliency is a business priority, delivered through an interdisciplinary

effort, with contributions from acquisitions, asset management, finance, accounting, legal, and sustainability teams. These business teams update the Risk & ESG Sub-Committee on market trends and forecasts that may lead to identification of new risks, changes in risk exposure, potential impact, and management strategy. The Risk & ESG Sub-Committee reviews these updates and provides recommendations on risk management strategies to the full Board of Trustees. Responsibility for overseeing and monitoring progress against risks, including the potential impact of ESG issues and climate-related risks, fall on the Risk & ESG Sub-Committee and the members and directors of the appropriate business team. The Risk & ESG Sub-Committee, which is chaired by Ms. Morgan, met two times in 2022. Senior management attended each meeting. Messrs. Hutchison and Landry, both of whom serve on the Audit Committee, also serve on the Risk & ESG Sub-Committee. Ms. Morgan reports to the full Audit Committee on the discussions and findings of the Risk & ESG Sub-Committee and makes recommendations to the Audit Committee regarding steps the Company’s senior management has taken to monitor and control major financial and other risk exposures, including risks pertaining to the environment, climate, social, health and safety, and cybersecurity. In addition, as discussed under “Compensation Discussion and Analysis-Compensation-Related Risk” below, the Compensation Committee meets with senior management to discuss compensation-related risks.

Trustee Independence

A majority of the Board of Trustees is independent. The Board of Trustees has determined that the following trustees and trustee nominees are independent in accordance with the corporate governance standards of the NYSE: Ms. Morgan and Messrs. Hutchison, Hsieh, Landry, Leven and Sabin.

Code of Ethics, Code of Conduct, Environmental Management System, and Policies on Corporate Governance

The Board of Trustees has adopted a Code of Ethics that applies to all of the Company’s trustees, executive officers and employees. In addition, our Code of Conduct provides our associates with guidance on our values and acceptable conduct, including our policies on human rights, labor rights, and diversity, anti-harassment and formal grievance process, whistleblowers and non-retaliation, health & safety, and supplier code of conduct. Furthermore, the Company has a formal Environmental Management System that describes the structure, management, and oversight of the Company’s sustainability platform, EarthView. The Company makes available on its website, www.hersha.com, current copies of its corporate governance documents, including charters of the Audit (including the Risk & ESG Sub-Committee), Compensation, Nominating and Corporate Governance (“NCG”) and Acquisition Committees, its Corporate Governance Guidelines, its Code of Ethics, its Code of Conduct, and its Environmental Management System. The Company will post any future changes to these corporate governance documents on its website and may not otherwise publicly file such changes. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from the Code of Ethics granted to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and other executive officers by posting such information on the Company’s website.

Political Contribution Policy and Trade Association Memberships

It is the Company’s policy that funds not be used directly to contribute to candidates, campaigns, and political party committees, though we are a member of several industry associations which do have a fee for membership. The Company believes participation in these industry associations provides the opportunity to enhance shareholder value through involvement in public policy processes, networking, building of business skills, sharing collective best practices, and monitoring industry policies and market trends. Pursuant to the Company’s Code of Conduct and Code of Ethics, total dues to industry associations that are allocated to lobbying are reported as less than $30,000 in 2022.

Majority Voting For Trustees Elections

plurality of the votes cast if the number of nominees exceeds the number of trustees to be elected (a contested election).

The Company’s Bylaws include a trustee resignation policy, establishing procedures under which any incumbent trustee who fails to receive a majority of the votes cast in an uncontested election will be required to tender his or her resignation to the Board of Trustees for consideration. As provided in the Bylaws, the Board of Trustees will act on any such resignation, taking into account the NCG Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the uncontested election results.

Trustee Nominating Process

The NCG Committee performs the functions of a nominating committee and will actively seek, screen and recommend trustee candidates for nomination by the Board of Trustees, consistent with criteria approved by the Board of Trustees, including, without limitation, strength of character, maturity of judgment, independence, expertise in the hospitality industry, experience as a senior executive or with corporate strategy initiatives generally, diversity and the extent to which the candidate would fill a present need on the Board of Trustees. The NCG Committee Charter describes the Committee’s responsibilities, including seeking, screening and recommending trustee candidates for nomination by the Board of Trustees.

The charter of the NCG Committee provides that the NCG Committee will consider shareholder recommendations for trustee candidates. Shareholders should submit any such recommendations for consideration by the NCG Committee through the method described under “—Communications with the Board of Trustees” below. In addition, in accordance with the Company’s Bylaws, any shareholder of record entitled to vote for the election of trustees at the applicable meeting of shareholders may nominate persons for election to the Board of Trustees if such shareholder complies with the notice procedures set forth in the Bylaws and summarized in “—Shareholder Proposals and Nominations for the 2024 Annual Meeting” below. Trustee candidates submitted by our shareholders will be evaluated by the NCG Committee on the same basis as any other trustee.

The NCG Committee does not have a formal policy with respect to diversity; however, the Board of Trustees and the NCG Committee believe that it is important that the trustee candidates represent key and diverse skill sets.

The NCG Committee considers diversity of race, ethnicity, gender, age, cultural background, professional experiences and expertise and education in evaluating trustee candidates for Board membership. We believe that considerations of diversity are, and will continue to be, an important component relating to the Board’s composition as multiple and varied points of view contribute to a more effective decision-making process. Half of our trustees are women or minorities, placing us in the upper echelons of our industry in the area of board diversity. The NCG Committee evaluates each candidate’s qualifications to serve as a member of the Board of Trustees based on his or her skills and characteristics, as well as the composition of the board as a whole. In addition, the NCG Committee will evaluate a candidate’s independence and diversity, age, skills and experience in the context of the board’s needs. In addition to considering incumbent trustees, the NCG Committee identifies trustee candidates based on recommendations from the trustees, shareholders, management and others. The NCG Committee may in the future engage the services of third-party search firms to assist in identifying or evaluating trustee candidates. No such firm was engaged in 2022.

Board Evaluation Process

The Board of Trustees and all of the Committees conduct a thorough self-assessment of their roles and responsibilities and utilize independent consultants from time to time to assist in this process. The Board of Trustees has also utilized counsel to help conduct a thorough evaluation of Board and Committee responsibilities. Counsel has administered a questionnaire and performed one-on-one interviews and follow up with each Trustee. The information gathered by this process is aggregated, in order to preserve anonymity of the respondents, analyzed and presented to the Board and each Committee. The Board and each Committee then review and discuss such information and analysis to maximize the potential and efficacy of Board and Committee

performance. The Board and each Committee reviewed and discussed observations, information gathered, and analysis to maximize the potential and efficacy of Board and Committee performance.

Communications with the Board of Trustees

Shareholders and other interested parties who wish to communicate with the Board of Trustees or any of its committees may do so by writing to the Lead Independent Trustee, Board of Trustees of Hersha Hospitality Trust, c/o Corporate Secretary, 44 Hersha Drive, Harrisburg, Pennsylvania 17102. The Corporate Secretary will review all communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board of Trustees and its committees are to be forwarded to the Lead Independent Trustee. Communications that relate to matters that are within the scope of responsibility of one of the Board committees are also to be forwarded to the Chairperson of the appropriate committee. Solicitations, junk mail and frivolous or inappropriate communications are not to be forwarded but will be made available to any non-management trustee who wishes to review them.

COMMITMENT TO SUSTAINABILITY – EARTHVIEW®

The Company embraces a commitment to ESG best practices and sustainability as an integral part of maintaining and growing a successful business. The Company has demonstrated that being active stewards of our environment, communities, and human capital results in superior business practices and results. Through our proprietary sustainability platform, EarthView®, the Company has been able to drive significant reductions in operating expenses while increasing the value of its real estate. Below are some of our commitments and accomplishments regarding sustainability.

Environmental Commitment

In regards to environmental commitment, the Company’s focus, as approved by senior management or the Board of Trustees, is to:

•Remain committed to environmental protection through monitoring the Company’s environmental performance against targets

•Reduce greenhouse gas emissions through validated science-based target in line with a 1.5°C future and a commitment to reach net zero scope 1+2 greenhouse gas emissions by 2050

•Reduce waste sent to landfill across the portfolio

•Remain committed to the efficient use of natural resources and energy by ensuring its buildings operate efficiently, and striving for building certifications as the opportunity arises, such as LEED or ENERGY STAR

•Regularly report on environmental issues and environmental management to our stakeholders, and consult with stakeholders on these environmental issues

•Comply with environmental regulations

•Implement training programs to raise employee awareness and stewardship of the Company’s sustainability program and practices

•Conduct internal audits to ensure properties and tenants are adhering to EarthView® Sustainable Hospitality standards

•Explore opportunities to increase the Company’s renewable energy mix, including on- and off-site options

•Provide electric vehicle charging stations for guest and employee use in key markets

•Review climate-related physical and transition risks as part of the Company’s enterprise risk assessment

•Maintain a resiliency strategy, which includes the ongoing evaluation of current and potential climate-related risks and opportunities, the identification and implementation of mitigation adaptation strategies, and the continuous monitoring and assessment of Company progress

Reducing Environmental Impact: Responsible stewardship of resources is not only essential for the continued growth of our business, but also imperative for the long-term health, safety, and prosperity of the planet. The Company reports environmental metrics aligned with the Greenhouse Gas Protocol and Science Based Targets initiative. The Company’s data management systems allow us to confidently report high quality, non-financial data, better manage our environmental impact, and identify opportunities for further improvement. The Company tracks and reports environmental impact reduction targets in its annual sustainability report, including greenhouse gas emissions targets.

Driving Value & Improving Experiences Through Innovation: EarthView capitalizes on innovative opportunities that create both operational savings and long-term value. Additionally, our sustainability-oriented amenities demonstrate a holistic approach to enhancing the guest experience and capturing growing guest interest in sustainable hospitality.

Efficient Buildings & Operations: The Company has continued to implement projects that have reduced its environmental footprint. The Company remains committed to ensuring its buildings operate efficiently, and will strive to certify them as the opportunity arises. Currently, 100% of our portfolio is benchmarked against ENERGY STAR, and 36% of our portfolio has been awarded a third-party building certification such as LEED, ENERGY STAR, or ISO 14001 (for environmental management).

As of the date of this proxy statement, the Company does not have any environmental controversies or incidents of non-compliance with any water quality or water quantity permits or standards. The use of conflict minerals is not material to the Company’s industry and business.

Social & Human Capital Commitment

The Company’s social and human capital commitment – including community impact, supporting our associates, valuing diversity, and embracing health and wellness –as approved by senior management or the Board of Trustees, is to:

•Uphold our human rights policy, labor policies, anti-discrimination policy, anti-harassment policy, whistleblower program, non-retaliation policy, Code of Ethics (including anti-bribery and anti-corruption), and other policies outlined in the Company’s Code of Conduct, available on our website www.hersha.com

•Proactively communicate our comprehensive whistleblower program and procedure for processing whistleblower reports - applicable to associates, suppliers, guests, and other third parties

•Proactively communicate our non-retaliation policy

•Provide trainings to guide associates on active protection of human rights and identification of violations, including but not limited to discrimination, harassment, forced labor, and human trafficking

•Monitor and encourage the diversity of the Company’s workforce

•Provide associates with non-salary benefits to maintain a healthy work-life balance

•Regularly monitor employee satisfaction through engagement surveys and other feedback

Community Impact: Our hotels are deeply rooted in the communities in which they operate. Stronger, more vibrant communities in turn contribute to the success of our hotels. We support our local communities through economic development and revitalization, and philanthropy. Globally, the Company focuses on providing access to clean water and improved sanitation for communities in need around the world. Our community impact metrics as of December 31, 2022 are:

•20,450 hours volunteered in our local communities since 2015

•32,200+ people in need provided with access to clean water for 21 years

•590,000 new bars of sanitized and repackaged soap sent to developing nations since 2011

Supporting our Associates: The Company is an equal opportunity employer. We do not discriminate against any person on the basis of race, color, national origin, ancestry, sex, gender, gender identity, pregnancy, childbirth or related medical condition, religious creed, physical disability, mental disability, medical condition, marital status, veteran status, sexual orientation, genetic information, or any other characteristic protected by federal, state, or local law in recruiting, hiring, compensation, or any other terms or conditions of employment.

As one of our core values states “People Are Our Capability.” The Company is committed to creating an environment for all associates that makes Hersha an exceptional place to work. We provide an inclusive, safe, and open work environment, and have a staunch commitment to our Code of Conduct and Code of Ethics – both found on Hersha’s website.

We believe our associates will become tomorrow’s leaders, and we support them by providing opportunities for advancement and personal and professional growth. This includes formalized programs and policies for succession planning and job-specific development training. Annual performance reviews are held for each employee to highlight key professional goals and establish action plans for achieving them. Through these programs, we work to attract, develop, and retain top talent. We also support our employees through competitive pay and comprehensive benefit programs.

The Company has not had any major controversies linked to human rights, corruption, wages, or labor standards.

Diversity and Inclusion: The Company supports and respects the protection of the internationally recognized United Nations Universal Declaration of Human Rights, as well as labor rights. Human rights and labor rights policies and practices, including diversity initiatives and protection of minority groups’ and women’s rights, is overseen at the Board level. Our human rights and labor rights policies are applicable not only across our enterprise and geographies, but also across our supply chain. This includes but is not limited to non-associates (e.g. suppliers, vendors, and partners). We are also a signatory of the CEO Action for Diversity & Inclusion Pledge, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace.

This approach has led to a diverse workforce at the senior management and workforce levels, with the following demographics across Hersha Hospitality Trust:

•33% of our workforce identify as women

•50% of women at Hersha hold roles of Director and above

•30% of our workforce identifies as a member of a minority group

•22% of our workforce is under the age of 30, while 56% of our workforce is between the ages of 30 and 50

Health and Wellness: Supporting the overall physical and mental health of our associates is necessary to create a positive workplace environment and experience. This includes providing access to tools for stress management and healthy living instruction, as well as overall ergonomic and wellness practices and offerings for associates.

We provide numerous benefits that allow our associates to lead full lives outside of Hersha. Hersha's culture encourages work-life balance and has provided associates with the flexibility to work from home as well as paid time off.

For more information on our human capital and sustainability practices, including our environmental and community impact and enterprise-wide policies, please see our Code of Conduct and most recent EarthView Sustainability Report, available on our website www.hersha.com/earthview.

PROPOSAL ONE: ELECTION OF CLASS II TRUSTEES

The Board of Trustees, upon the recommendation of the Nominating and Corporate Governance Committee, nominated Neil H. Shah, Jackson Hsieh, Dianna F. Morgan and John M. Sabin for election at the annual meeting as Class II Trustees. Each of these nominees currently is serving as a Class II Trustee. If elected, these individuals will serve as Class II Trustees until the 2025 annual meeting of shareholders and until their successors are elected and duly qualified.

Unless you direct otherwise in the proxy card accompanying this proxy statement, the persons named as proxies will vote your proxy for all of the nominees named above. If any nominee becomes unavailable or unwilling to serve as a Class II Trustee, the persons named as proxies in the accompanying proxy card will vote your proxy for an alternate nominee that has been nominated by the Board of Trustees. Alternatively, the Board of Trustees may reduce the size of the Board of Trustees and the number of nominees standing for election as Class II Trustees at the annual meeting. Proxies will only be voted for the nominees named above or their alternates. Each nominee for election to the Board of Trustees as a Class II Trustee has indicated that he or she is willing to serve if elected. The Board of Trustees has no reason to doubt that any nominee for election will be unable or unwilling to serve if elected.

The Board of Trustees unanimously recommends a vote “FOR” each of the nominees for election as a Class II Trustee.

BOARD OF TRUSTEES AND EXECUTIVE OFFICERS

The Board of Trustees consists of eight trusteeships, each of which is occupied. The Board of Trustees evaluates and discusses the composition of the Board as needed throughout the year. The Company’s Declaration of Trust divides the Board of Trustees into two classes, as nearly equal in number as possible. At the annual meeting, shareholders are voting to elect four persons as Class II Trustees. Each Class II Trustee nominee currently is serving a two-year term expiring at the annual meeting and when his or her successor is elected and duly qualifies. Each Class I trustee was elected at the 2022 annual meeting and is serving a two-year term expiring at the 2024 annual meeting of shareholders and when his or her successor is elected and duly qualifies. Generally, one full class of trustees is elected by the shareholders of the Company at each annual meeting.

The following pages include biographical information for each of our Class II Trustee Nominees and Class I Trustees, including their qualifications to serve on our board of trustees.

Class II Trustee Nominees


Neil H. Shah President and Chief Executive Officer and Class II Trustee Nominee Age: 49 Trustee since January 2023 Committees Served: None Other Public Company Boards: None			Mr. Neil H. Shah has served as the Company’s President and Chief Executive Officer since January 1, 2023. Prior to 2023, Mr. Shah served as the Company’s President and Chief Operating Officer since 2006 and has led the Company’s hotel acquisitions, development, and asset management platforms since 2000. Prior to Hersha, Mr. Shah served as a Director and Consultant with The Advisory Board Company and the Corporate Executive Board, strategy research firms based in Washington D.C. Mr. Shah is past Chairman of the Institutional Real Estate Finance Advisory Council (IREFAC) of the American Hotel & Lodging Association and serves on the executive committee of the Board of Trustees for the National Constitution Center and the Florida Council of 100. Mr. Shah is a Research Sponsor of the Zell-Lurie Real Estate Center at the Wharton School and a member of the Real Estate Board at the University of Miami Business School. Mr. Shah earned a Bachelor of Arts in political science and a Bachelor of Science in management with honors from the University of Pennsylvania and The Wharton School of Business. He earned his MBA from Harvard Business School. Mr. Shah is the brother of Jay H. Shah, the Company’s Executive Chairman of the Board and Class I Trustee. The Board of Trustees has determined that Mr. Neil Shah’s qualifications to serve on the Board of Trustees include his extensive experience in the lodging industry, including his experience negotiating and structuring real estate transactions and real estate-related joint ventures our Chief Operating Officer and his decades of experience building the Company. With over two decades of lodging and real estate experience, Mr. Neil Shah has developed a broad network of hotel industry contacts and relationships at leadership levels, including institutional investors, lenders, developers, brokers, franchisors and operators.


Jackson Hsieh Class II Trustee Nominee Age: 62 Trustee since June 2017 Committees Served: Acquisition Audit Compensation NCG Other Public Company Boards: Spirit Realty Capital, Inc.			Mr. Hsieh has served as President and Chief Executive Officer of Spirit Realty Capital, Inc. since May of 2017. Mr. Hsieh joined Spirit Realty Capital in September of 2016, serving as its President and Chief Operating Officer. In addition, Mr. Hsieh served as chairman of the board of trustees for Spirit MTA REIT from September of 2016 until September 2019. Prior to joining Spirit, Mr. Hsieh worked for Morgan Stanley, where he served as Managing Director and a Vice Chairman of Investment Banking, primarily focusing on the firm’s real estate clients. Prior to rejoining Morgan Stanley, Jackson was Vice Chairman and Sole/Co-Global Head of UBS’s Real Estate Investment Banking Group, managing a team of over 70 professionals in six offices worldwide. During his career, including a prior period at Morgan Stanley and tenures at Bankers Trust Company and Salomon Brothers, Inc., he served as senior lead banker on over $285 billion of real estate and lodging transactions. Mr. Hsieh is a graduate of the University of California at Berkeley and earned a Master’s degree from Harvard University. The Board of Trustees has determined that Ms. Hsieh’s qualifications to serve on the Board of Trustees include his substantial experience in investment banking and the real estate and lodging industries.
Dianna F. Morgan Class II Trustee Nominee Age: 71 Trustee since April 2010 Committees Served: Risk & ESG Sub-Committee (Chair) Audit Compensation NCG Other Public Company Boards: Chesapeake Utilities Corp. Marriott Vacations Worldwide Corp.			Ms. Morgan retired in 2001 from a long career with the Walt Disney World Company, where she served as Senior Vice President of Public Affairs and Human Resources, a role which included the management of reputational risk identification and mitigation strategies for the company. She also oversaw the Disney Institute — a recognized leader in experiential training, leadership development, benchmarking and cultural change for business professionals around the world. Ms. Morgan currently serves on the Board of Directors of Chesapeake Utilities Corp., where she chairs the Compensation Committee and serves on the Nominating and Corporate Governance committee, and the Board of Directors of Marriott Vacations Worldwide Corporation, where she chairs the Compensation Committee and serves on the Nominating and Governance Committees. She previously served on the Board of Directors of CNL Healthcare Properties II, Board of Directors and the Compensation and Audit Committees of CNL Hotels & Resorts, Inc. and the Board of Directors of CNL Bancshares, Inc. In addition, Ms. Morgan is the past Chair and is a former member of the Board of Trustees for the University of Florida. Ms. Morgan is a former member of the Board of Directors and past Chairman of Orlando Health, where she led the creation of a risk management process for this large multi-hospital system. She also previously served as Chairman of the national board for the Children’s Miracle Network. Ms. Morgan received her Bachelor of Arts degree in organizational communications from Rollins College. The Board of Trustees has determined that Ms. Morgan’s experience serving as a board member of both private and public companies, her previous experience overseeing the Disney Institute and her prior service as a senior manager at Walt Disney World Company provide her with extensive knowledge of innovation and customer service, a solid foundation in media relations, risk management, and government relations and “best practice” expertise in human capital and the customer experience.


John M. Sabin Class II Trustee Nominee Age: 68 Trustee since June 2003 Committees Served: Audit (Chair) Acquisition Compensation NCG Other Public Company Boards: Maui Land & Pineapple Company, Inc.			Mr. Sabin has served as the Executive Vice President and Chief Financial Officer of Revolution LLC as well as the Chief Financial Officer of The Stephen Case Foundation and the Case Family Office, since May of 2011. Prior to joining Revolution, he was the Chief Financial Officer and General Counsel of Phoenix Health Systems, Inc., a private healthcare information technology outsourcing and consulting firm. Mr. Sabin has also served as a finance executive with Hudson Hotels Corporation, Vistana, Inc., Choice Hotels International, Inc., Manor Care, Inc. and Marriott International, Inc., all of which were public companies at the time of his service. Mr. Sabin has had experience in commercial leasing with a national law firm, real estate transactions with national hospitality and health care firms, commercial real estate financing, IPOs, as well as experience as an audit committee and board member of several other public companies. Mr. Sabin has received a Bachelor of Science degree in Accounting and in University Studies; a Master of Accountancy and a Master of Business Administration from Brigham Young University, and he also received a Juris Doctor from the J. Reuben Clark Law School at Brigham Young University. Mr. Sabin is a licensed CPA and is admitted to the bar in several states. Mr. Sabin’s qualifications to serve on the Board of Trustees include his substantial hospitality industry experience, as well as his substantial legal, finance and accounting experience. His service as both General Counsel and Chief Financial Officer of various companies provides the Board of Trustees with valuable insights with respect to finance, accounting, legal and corporate governance matters. He also has prior public company experience as a Chief Financial Officer and finance executive, as well as a director or trustee.

Class I Trustees


Jay H. Shah Executive Chairman of the Board and Class I Trustee Age: 54 Trustee since January 2006 Committees Served: None Other Public Company Boards: None			Mr. Jay Shah has been our Executive Chairman since January 1, 2023 and has been a trustee since 2006. Prior to his role as Executive Chairman, Mr. Shah served as the Company’s Chief Executive Officer for seventeen years and before that he served as the Company’s President and Chief Operating Officer. Prior to joining Hersha, Mr. Shah formed Shah & Byler, LLP, a Philadelphia-based law firm specializing in real estate and construction. Earlier, Mr. Shah was also a consultant at the former Coopers & Lybrand LLP, now PricewaterhouseCoopers. Mr. Shah served as a legislative assistant to the late Senator John Heinz on Capitol Hill and has also worked with the Philadelphia District Attorney's office. Mr. Shah serves on Cornell University's Dean’s Advisory Board for the School of Hotel Administration and is also a member of American Hotel & Lodging Association’s Board of Directors, American Hotel & Lodging Association’s Investment Roundtable, the Philadelphia CEO Council for Growth, Young Presidents’ Organization, the Chief Executives Organization, and the President’s Leadership Council for Thomas Jefferson University and Jefferson Health. In 2018, Mr. Jay Shah was named Hotelier of the World by Hotels Magazine and is a past recipient of the Cornell University Hospitality Innovator Award. Mr. Shah earned a Bachelor of Science degree from the Cornell University School of Hotel Administration, an MBA from the Temple University Fox School of Business, and a Law degree from Temple University Beasley School of Law. Mr. Jay Shah is the brother of Neil H. Shah, the Company’s President and Chief Executive Officer and Class II Trustee Nominee. The Board of Trustees has determined that Mr. Jay Shah’s qualifications to serve on the Board of Trustees include his extensive experience in the lodging and real estate industry and his experience negotiating and structuring real estate transactions and real estate-related joint ventures, including in his role as a former practicing real estate attorney. Mr. Jay Shah has more than 25 years of lodging and real estate experience and has developed a broad network of hotel industry contacts at leadership levels, including institutional investors, lenders, developers, brokers, franchisors and operators. His experience includes serving as the Company’s Chief Executive Officer until his retirement, effective January 1, 2023.


Thomas J. Hutchison III Class I Trustee Age: 81 Trustee since September 2008 Committees Served: Compensation (Chair) Acquisition Audit Risk & ESG Sub-Committee Other Public Company Boards Marriott Vacations Worldwide Corp.						Mr. Hutchison was the Chief Executive Officer of CNL Hotels & Resorts, Inc. (“CNL Hotels”), a real estate investment trust that owned hotels and resort properties. Mr. Hutchison also held various other executive officer positions with companies affiliated with CNL Hotels, including but not limited to President and Chief Executive Officer of CNL Hotel Investors, Inc. and Chief Executive Officer of CNL Income Properties, Inc. Mr. Hutchison serves as a consultant with Hutchison Advisors, Inc., a real estate services company, and he has served as Chairman of Legacy Healthcare Advisors, LLC, a specialized real estate services group. Mr. Hutchison serves on the Board of Directors of Marriott Vacations Worldwide Corporation, where he is a member of that board’s Compensation, Audit, and Nominating and Corporate Governance committees. Mr. Hutchison is currently a director for The Trinity Forum Europe. Mr. Hutchison was formerly a director for Target Healthcare REIT LTD., KSL Capital Partners LLC, U.S. Chamber of Commerce, ING DIRECT USA, and ClubCorp, Inc. He is a member of The Real Estate Roundtable and serves on the Advisory Editorial Board of GlobalHotelNetwork.com. Additionally, he serves as a senior advisor to various service industry public companies. Mr. Hutchison attended Purdue University and the University of Maryland Business School. Mr. Hutchison’s qualifications to serve on the Board of Trustees include his substantial experience in the real estate and lodging industries combined with his extensive leadership experience as a Chief Executive Officer of several SEC reporting REITs, including CNL Hotels.


Donald J. Landry Lead Independent Trustee and Class I Trustee Age: 74 Trustee since April 2001 Committees Served: Acquisition (Chair) Audit Risk & ESG Sub-Committee NCG Other Public Company Boards: None						Mr. Landry is president and owner of Top Ten, an independent hospitality industry consulting company, a position he has held since 2002. Mr. Landry has over 45 years of lodging and hospitality experience in a variety of leadership positions. Mr. Landry was the Chief Executive Officer, President and Vice Chairman of Sunburst Hospitality Inc. and has served as President of Choice Hotels International, Inc., Manor Care Hotel Division and Richfield Hotel Management. Mr. Landry formerly served on the Board of Directors of Condor Hospitality Trust, Inc., where he was Chair of the Investment Committee and Nominating Committee. Mr. Landry currently serves on the corporate advisory boards of Campo Architects, Windsor Capital Group and numerous nonprofit boards. NYSE Governance Services honored Mr. Landry as the 2015 Independent Lead Director of the Year, for his exemplary leadership in governance, risk and compliance in serving as the Company’s Lead Independent Trustee. The honor recognizes his unwavering commitment to independence, integrity, and leadership in governance at the board level. Mr. Landry is a frequent guest lecturer and serves on the board of the University of New Orleans’ School of Hospitality, Restaurant and Tourism. Mr. Landry holds a Bachelor of Science degree from the University of New Orleans. Mr. Landry is a Certified Hotel Administrator. The Board of Trustees has determined that Mr. Landry’s qualifications to serve on the Board of Trustees include his 40 years of experience in the lodging and real estate industries, including his roles as Chief Executive Officer, President and Vice Chairman of Sunburst Hospitality Inc. and President of Choice Hotels International, Inc., Manor Care Hotel Division and Richfield Hotel Management.
Michael A. Leven Class I Trustee Age: 85 Trustee since May 2012 Committees Served: NCG (Chair) Acquisition Compensation Other Public Company Boards: None						Until his retirement in December of 2014, Mr. Leven was the President and Chief Operating Officer of the Las Vegas Sands Corp., a position he held since March 2009, and Secretary, a position held since June 2010. Mr. Leven had been a director of the Las Vegas Sands Corp. and a member of the Board of Directors of Sands China Ltd., a subsidiary of Las Vegas Sands Corp, until he retired from those boards in April of 2017. Mr. Leven was the Chairman and Chief Executive Officer at Georgia Aquarium, Inc. until his retirement from that position on December 31, 2019. Mr. Leven’s celebrated career in the lodging industry includes his role as the president and chief operating officer of Holiday Inn Worldwide, president of Days Inn of America, and president of Americana Hotels. Mr. Leven was also the Chairman, Chief Executive Officer and President of U.S. Franchise Systems, Inc., the company he founded in 1995 that developed and franchised the Microtel Inns & Suites and Hawthorn Suites hotel brands. Mr. Leven has served as the Vice Chairman of the Marcus Foundation, Inc., a non-profit foundation and serves on many other non-profit boards. Mr. Leven served the Company as a Class II Trustee from May 2001 through March 2010 and as a trustee emeritus from March 2010 through May 2012, at which time he was reelected as a Class I Trustee by the Company’s shareholders. The Board of Trustees has determined that Mr. Leven’s qualifications to serve on the Board of Trustees include his extensive experience in the hospitality industry, including as an executive officer and director of the Las Vegas Sands Corp. and his past employment in leadership positions with various other hospitality companies.

Executive Officers

In addition to Jay H. Shah, the Company’s Executive Chairman of the Board and a Class I Trustee, and Neil H. Shah, the Company’s President and Chief Executive Officer and a nominee for election as a Class II Trustee, whose biographical information appears above, the Company’s executive officers include:


Ashish R. Parikh Chief Financial Officer, Executive Vice President, and Assistant Secretary Age: 53			Mr. Parikh has been the Company’s Chief Financial Officer since 1999. Prior to joining the Company, Mr. Parikh was an Assistant Vice President in the Mergers and Acquisition Group for Fleet Financial Group where he developed valuable expertise in numerous forms of capital raising activities including leveraged buyouts, bank syndications and venture financing. Mr. Parikh has also been employed by Tyco International, Ltd. and practiced as a Certified Public Accountant with Ernst & Young LLP. Mr. Parikh received his Master of Business Administration from The Stern School of Business at New York University (NYU) and a Bachelor’s degree in Business Administration from the University of Massachusetts at Amherst. Mr. Parikh is currently a board member of the Center for Real Estate Finance at NYU’s Stern School of Business, The Tisch Center at NYU, Philadelphia Real Estate Council, and a member of the M&T Bank Directors Advisory Council.
Michael R. Gillespie Chief Accounting Officer, Executive Vice President, and Assistant Secretary Age: 50			Mr. Gillespie has served as the Company’s Chief Accounting Officer since 2005. Prior to joining Hersha Hospitality Trust, Mr. Gillespie was Manager of Financial Policy & Controls for Tyco Electronics Corporation, a publicly traded global manufacturer of electronic components where he played a key role in developing the company’s Sarbanes-Oxley compliance program. He has also been a Senior Manager in the Audit and Assurance Practice at KPMG LLP and Experienced Manager in the Audit and Business Advisory Practice at Arthur Andersen LLP. Mr. Gillespie received his Business Administration Bachelor’s degree in accounting from Bloomsburg University of Pennsylvania. Mr. Gillespie is a licensed Certified Public Accountant. Mr. Gillespie is currently a board member and serves as an executive committee member of the Bloomsburg University Foundation.
David L. Desfor Treasurer and Corporate Secretary Age: 62			Mr. Desfor has served as the Company’s Treasurer since December 2002 and as Corporate Secretary since April 2007. Previously, Mr. Desfor gained lodging experience as a principal and comptroller of lodging organizations. Mr. Desfor previously co-founded and served as President of a hotel management company focused on conference centers and full service hotels. Mr. Desfor earned his undergraduate degree from East Stroudsburg University in Hotel Administration.

MEETINGS OF THE BOARD OF TRUSTEES

The Company’s business is managed under the general direction of the Board of Trustees as provided by the Company’s Bylaws and Maryland law. The Board of Trustees holds regular quarterly meetings during the Company’s fiscal year and holds additional meetings as needed in the ordinary course of business. The Board of Trustees held a total of four meetings during 2022. Each of the trustees attended at least 75% of the aggregate of (i) the total number of the meetings of the Board of Trustees and (ii) the total number of meetings of all committees of the Board on which the trustee then served.

Executive Sessions

The Company believes that it is important to promote open discussion among the independent trustees, and it schedules regular executive sessions in which those trustees meet without management and non-independent trustee participation. In 2022, the independent trustees met in executive session four times. Mr. Landry, who has been designated by the Board of Trustees as Lead Independent Trustee, chairs these executive sessions of the independent trustees.

Trustee Attendance at the Annual Meeting

The Board of Trustees has adopted a policy regarding trustee attendance at the annual meeting which specifies that all trustees should attend the annual meeting. All of the trustees that served on the Board of Trustees at the time of the 2022 annual meeting of shareholders (held virtually) were in attendance virtually. For the 2023 annual meeting (being held virtually), our trustees are expected to attend virtually.

Committees of the Board of Trustees

The Board of Trustees presently has an Audit Committee, Compensation Committee, Acquisition Committee and a Nominating and Corporate Governance (“NCG”) Committee. In addition, the Audit Committee established the Risk & ESG Sub-Committee to focus on oversight of the Company’s risk management processes. These committees have authority and responsibility as delegated by the Board of Trustees. The Board of Trustees may, from time to time, form other committees as circumstances warrant. In 2022, the Board of Trustees formed an ad hoc committee to oversee the Company's efforts to create balance sheet flexibility and generate liquidity through a combination of assets sales, credit facility refinancing, and debt paydown. Messrs. Hsieh, Hutchison, and Sabin served on this ad hoc committee, which met fourteen times in 2022, and each member received a $10,000 retainer and a fee of $1,500 per meeting for their service.

Audit Committee


Members: John M. Sabin (Chair) Jackson Hsieh Thomas J. Hutchison III Donald J. Landry Dianna F. Morgan Meetings in 2022: 8			The Audit Committee is responsible for engaging the Company’s independent auditors, reviewing with the independent auditors the plans and results of the audit engagement, approving professional services provided by the independent auditors, reviewing the independence and qualifications of the independent auditors, considering the range of audit and non-audit fees and reviewing the adequacy of the Company’s internal accounting controls. In 2010, the Audit Committee established a Risk Sub-Committee, composed of members of the Audit Committee, to focus on oversight of the Company’s enterprise risk management processes. In 2021, the role of the Risk Sub-Committee was expanded to include oversight of the Company’s environmental, social, and governance efforts and was renamed the Risk & ESG Sub-Committee. For more information, please see “Risk & ESG Sub-Committee” below. The Board of Trustees established the Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act and has adopted a written charter for the Audit Committee, a current copy of which is available on the Company’s website, www.hersha.com. The current members of the Audit Committee all meet the NYSE’s and the SEC’s standards of independence as currently in effect. The Board of Trustees has determined that Mr. Sabin is an “audit committee financial expert” as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002. The Board of Trustees has also determined that each of the members of the Audit Committee is financially literate, as such term is interpreted by the Board of Trustees. For more information, please see “The Audit Committee Report” below.

Risk & ESG Sub-Committee


Members: Dianna F. Morgan (Chair) Thomas J. Hutchison III Donald J. Landry Meetings in 2022: 2			The Risk & ESG Sub-Committee of the Audit Committee has oversight responsibilities with regard to (a) the assessment and review of enterprise risk risks inherent in our business (b) the Company’s risk management policies, activities and controls, (c) recommending to the Board of Trustees environmental, social, and governance (“ESG”) guidelines applicable to the Company, and (d) supporting the Board in its annual review of ESG performance. The Sub-Committee’s role includes: •Evaluation of the Company’s strategy, practices and policies as it pertains to ESG initiatives and related risks and opportunities including 1) environmental and climate impact (energy usage, water consumption, and waste generation), 2) human capital (workplace health and safety, initiatives to promote diversity and inclusion, and human rights practices), and 3) cyber security •Review of applicable environmental, social, legislative, and regulatory policy trends compliance with laws, regulations; and third party ESG reporting standards; A written charter for the Risk & ESG Sub-Committee has been adopted and a current copy is available on the Company’s website, www.hersha.com.

Compensation Committee


Members: Thomas J. Hutchison III (Chair) Jackson Hsieh Michael A. Leven Dianna F. Morgan John M. Sabin Meetings in 2022: 3			The Compensation Committee makes recommendations to the Board of Trustees with regard to compensation for the Company’s executive officers and administers the Company’s equity incentive plan. Subject to applicable law, the Compensation Committee may form and delegate its authority to subcommittees or executive officers when appropriate. At its meetings, the Compensation Committee discussed relevant topics regarding executive compensation and established a formal compensation plan for all officers and trustees. The Board of Trustees has adopted a written charter for the Compensation Committee, a current copy of which is available on the Company’s website, www.hersha.com. The current members of the Compensation Committee all meet the NYSE’s standards of independence as currently in effect. All of the members of the Compensation Committee are “non-employee” trustees within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable rules of the SEC and are “non-employee” trustees for the purposes of Rule 16b-3 under the Exchange Act. For more information about the Compensation Committee, please see the “Compensation Discussion and Analysis” below.

Nominating and Corporate Governance (“NCG”) Committee


Members: Michael A. Leven (Chair) Jackson Hsieh Donald J. Landry Dianna F. Morgan John M. Sabin Meetings in 2022: 3			The NCG Committee is responsible for, among other things, assisting the Board in identifying individuals qualified to become Board members, recommending to the Board the trustee nominees to stand for election by our shareholders, recommending to the Board the trustees to serve on each of the Board’s committees, and, in some cases, makes recommendations regarding the election of officers. The NCG Committee also develops and recommends to the Board of Trustees a set of corporate governance guidelines and annually reviews these guidelines, considers questions of possible conflicts of interest of trustees and executive officers and remains informed about existing and new corporate governance standards mandated by the SEC and the NYSE. The NCG Committee also evaluates the performance of the Board of Trustees and all of the Committees on an annual basis. The Board of Trustees has adopted a written charter for the NCG Committee, a current copy of which is available on the Company’s website, www.hersha.com. The current members of the NCG Committee all meet the NYSE’s standards of independence as currently in effect.

Acquisition Committee


Members: Donald J. Landry (Chair) Jackson Hsieh Thomas J. Hutchison III Michael A. Leven John M. Sabin Meetings in 2022: 4			The Acquisition Committee establishes guidelines for acquisitions and dispositions to be presented to the Board of Trustees and leads the Board in its review of potential acquisitions and dispositions presented by management. The Acquisition Committee makes recommendations to the Board and senior management regarding potential acquisitions and dispositions and reviews due diligence reports prepared by management conducted on all potential acquisitions. The Board of Trustees has adopted a written charter for the Acquisition Committee, a current copy of which is available on the Company’s website, www.hersha.com. The current members of the Acquisition Committee all meet the NYSE’s standards of independence as currently in effect.

TRUSTEE COMPENSATION

Compensation of Non-Employee Trustees

The Board of Trustees believes that competitive compensation arrangements are necessary to attract and retain qualified non-employee trustees. The Compensation Committee has determined that any executive officer who serves on the Board of Trustees will not receive any fees for service on the Board of Trustees. The key components of our trustee compensation program are annual retainer, fees for committee membership, annual share grants and restricted share grants, and additional compensation to committee chairs and the Lead Independent Trustee.

As discussed in “Compensation Discussion and Analysis— Independent Compensation Consultant” below, the Compensation Committee engaged Ferguson Partners Consulting L.P. (“FPC”) as its compensation consultant to assist it in reviewing and determining, among other things, the compensation paid to non-employee trustees in 2022. The Compensation Committee, based on the recommendations of FPC, approved the Company’s 2022 compensation program for non-employee trustees, effective as of January 1, 2022.

The elements and amounts of compensation payable to our non-employee trustees in 2022 remained unchanged from the programs for the previous four years. For every year from 2018 to 2022, the compensation program included the following elements:

•Annual Retainer – Non-employee trustees received an annual retainer of $65,000.

•Lead Trustee and Committee Chair Fees – For service in the capacity of Lead Trustee or committee chairperson, non-employee trustees received an annual fee in the following amounts:


Lead Trustee	$	20,000
Audit Committee Chair	$	20,000
Risk Sub-Committee Chair	$	15,000
Compensation Committee Chair	$	20,000
Nominating & Corporate Governance Chair	$	15,000
Acquisition Committee Chair	$	15,000

•Committee Membership Fees – For service as a member of the Board’s committees, non-employee trustees, including committee chairpersons, received an annual fee in the following amounts:


Audit Committee	$	10,000
Risk Sub-Committee	$	7,500
Compensation Committee	$	10,000
Nominating & Corporate Governance	$	7,500
Acquisition Committee	$	10,000

•Annual Share Based Compensation – Each of the Company’s non-employee trustees received a semi-annual grant of common shares, each equal to a value of approximately $45,000. The number of shares issued for each fully vested grant was determined based on the per share volume weighted average trading price (“VWAP”) of the Company’s common shares on the NYSE for the 20 trading days prior to the grant date.

•Multi-Year Share Based Compensation – On June 1, 2022, each non-employee trustee received 1,500 restricted common shares, 33% of which vested in January of 2023, 33% of which will vest in January of 2024, and the remainder of which will vest in January of 2025.

In addition, on June 1, 2022 each non-employee trustee received a supplemental grant of 2,000 restricted common shares, 33% of which vested immediately, 33% vested in January of 2023, and the remainder of which will vest in January of 2024. These restricted shares were issued as compensation for the additional time and effort required to oversee the Company’s efforts to mitigate the impact of the pandemic and its actions to create balance sheet flexibility and generate liquidity through a combination of assets sales, credit facility refinancing, and debt paydown.

The Company reimburses all trustees for their reasonable out-of-pocket expenses incurred in connection with their service on the Board of Trustees.

Non-employee trustees are allowed to make a voluntary election to receive any portion of their cash board compensation in the form of common equity valued at a 25% premium to the cash that would have been received.

With a substantial component of Trustee compensation paid in the Company’s equity, these programs promote Trustee alignment with shareholders. These programs and the voluntary elections made by our Trustees to receive equity in lieu of cash resulted in 71% of all Trustee compensation in 2022 to be paid in equity.

The following table presents information relating to compensation of the non-employee trustees for the fiscal year ended December 31, 2022:


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	2022 Total ($)

Jackson Hsieh	39,393	280,889	320,282
Thomas J. Hutchison III	39,393	308,362	347,755
Donald J. Landry	78,393	229,387	307,780
Michael A. Leven	80,697	178,829	259,526
Dianna F. Morgan	118,001	128,272	246,273
John M. Sabin	156,501	128,272	284,773

(1)Includes amount received as dividends on restricted shares in the amount of $0.60 per share resulting in cash compensation to each trustee as follows: Mr. Hsieh - $8,393, Mr. Hutchison - $8,393, Mr. Landry - $8,393, Mr. Leven - $5,697, Ms. Morgan - $3,001, and Mr. Sabin - $3,001.

(2)See table below for additional disclosure of stock awards issued to non-employee trustees.

The following table presents information relating to stock awards included in the compensation of the non-management trustees for the fiscal year ended December 31, 2022:


			Shares Elected in Lieu of Cash Board Fees
Name	Semi-Annual Share Grants (1) ($)	Multi-Year Share Award Grant (2) ($)	Annual Retainer(3) ($)	Lead Trustee, Committee Chair, and Committee Membership(4) ($)	Total ($)

Jackson Hsieh	88,897	39,375	101,115	51,503	280,889
Thomas J. Hutchison III	88,897	39,375	101,115	78,975	308,362
Donald J. Landry	88,897	39,375	101,115	—	229,387
Michael A. Leven	88,897	39,375	50,558	—	178,829
Dianna F. Morgan	88,897	39,375	—	—	128,272