{"url_path":"/sec/iht/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","accession_number":"0001493152-26-024361","cik":"0000082473","ticker":"IHT","issuer_name":"INNSUITES HOSPITALITY TRUST","edgar_url":"https://www.sec.gov/Archives/edgar/data/82473/0001493152-26-024361-index.html","primary_entity_key":"0000082473","primary_entity_name":"INNSUITES HOSPITALITY TRUST"},"word_count":3128,"has_tables":true,"body_markdown":"Item\n11. EXECUTIVE COMPENSATION\n\n \n\n**Executive\nCompensation Overview**\n\n \n\nThe\nfollowing overview relates to the compensation of our executive officers listed in the Summary Compensation Table set forth below during\nFiscal Year 2026. Our executive officers are James F. Wirth, Chairman of the Board, President and Chief Executive Officer, Marc E. Berg,\nVice Chairman, Executive Vice President, Secretary, and Treasurer, and Sylvin Lange, Chief Financial Officer, (referred to below as our\n“**executive officers**”).\n\n \n\n**Overview\nof the Compensation Committee**\n\n \n\nThe\nCompensation Committee of the Board of Trustees currently consists of three independent Trustees. The Committee sets the principles and\nstrategies that serve to guide the design of the compensation programs for our executive officers. The Committee annually evaluates the\nperformance of our executive officers. Taking into consideration the factors set forth below, the Committee then approves their compensation\nlevels, including any bonuses. The Committee does not use an independent compensation consultant to assist it with its responsibilities.\nThe Committee does consider input from the Chief Executive Officer when determining compensation for the other executive officers.\n\n \n\n**Compensation\nPhilosophy and Objectives**\n\n \n\nUnder\nthe supervision of the Compensation Committee, we have developed and implemented compensation policies, plans and programs that seek\nto enhance our ability to recruit and retain qualified management and other personnel. In developing and implementing compensation policies\nand procedures, the Compensation Committee seeks to provide rewards for the long-term value of an individual’s contribution to\nthe Trust. The Compensation Committee seeks to develop policies and procedures that offer both recurring and non-recurring, and both\nfinancial and non-financial, incentives.\n\n \n\nCompensation\nfor our executive officers has two main monetary components, salary, and bonus, as well as a benefits component. A base salary is a fixed\ncompensation component subject to annual adjustment and review, if appropriate, that is designed to attract, retain, and motivate our\nexecutive officers and to align their compensation with market practices. As discussed below, for Fiscal Year 2026, the bonus component\nconsisted of cash bonuses that were intended to incentivize performance, as described below.\n\n \n\n51\n\n \n\n \n\nOur\ncompensation program does not rely to any significant extent on broad-based benefits or prerequisites. The benefits offered to our executive\nofficers are those that are offered to all of our full-time employees. We do not offer our executive officers any prerequisites.\n\n \n\nOur\nmanagement and the Compensation Committee work in a cooperative fashion. Management advises the Compensation Committee on compensation\ndevelopments, compensation packages and our overall compensation program. The Compensation Committee then reviews, modifies, if necessary,\nand approves the compensation packages for our executive officers.\n\n \n\n**Elements\nof Compensation**\n\n \n\nIn\nsetting the compensation for each executive officer, the Compensation Committee considers (i) the responsibility and authority of each\nposition relative to other positions within the Trust, (ii) the individual performance of each executive officer, (iii) the experience\nand skills of the executive officer, and (iv) the importance of the executive officer to the Trust.\n\n \n\n*Base\nSalary*\n\n \n\nWe\npay base salaries to our executive officers in order to provide a level of assured compensation reflecting an estimate of the value in\nthe employment market of the executive officer’s skills, the demands of his or her position and the relative size of the Trust.\nIn establishing base salaries for our executive officers, the Compensation Committee considers our overall performance and the performance\nof each individual executive officer, as well as market forces and other general factors believed to be relevant, including time between\nsalary increases, promotion, expansion of responsibilities, advancement potential, and the execution of special or difficult projects.\nAdditionally, the Compensation Committee takes into account the relative salaries of the executive officers and determines what it believes\nare appropriate compensation level distinctions between and among the executive officers, including between the Chief Executive Officer\nand the Chief Financial Officer and among the other executive officers. Although the Compensation Committee considers our financial performance,\nthere is no specific relationship between achieving, or failing to achieve, budgeted estimates, the performance of our Shares or our\nfinancial performance and the annual salaries determined by the Compensation Committee for any of our executive officers. No specific\nweight is attributed to any of the factors considered by the Compensation Committee; the Compensation Committee considers all factors\nand makes a subjective determination based upon the experience of its members and the recommendations of our management.\n\n \n\nAs\nMr. Wirth holds a significant ownership stake in the Trust, the Compensation Committee did not increase his salary or provide him with\nadditional incentives. Based upon a review of Mr. Wirth’s performance and upon the recommendation of the Compensation Committee,\nfor Fiscal Years 2026 and 2025, Mr. Wirth’s annual base salary remained set at $153,060, based on full time, and 60% of this amount\nbased on a 60% part-time work schedule. The Compensation Committee did not rely on any particular set of financial or non-financial factors,\nmeasures or criteria when determining the compensation offered to Mr. Wirth. The Compensation Committee did consider Mr. Wirth’s\nsubstantial Share ownership when setting his base salary.\n\n \n\n*Cash\nand Equity Bonuses*\n\n \n\n*Fiscal\n2026 Bonuses*\n\n \n\n*Fiscal\n2026 – Full Year Cash and Equity Bonus Program*\n\n \n\nOn\nJanuary 29, 2019, the Compensation Committee adopted an incentive bonus program for the Executives for the full Fiscal Year ended January\n31, 2026 (the “2021 Fiscal Year Bonus Program”). Under the 2019 Fiscal Year Bonus Program, an Executive will be entitled\nto receive a bonus, upon the achievement by the Executive of performance-based on objectives which was based on exceeding budgeted revenues\nand net income in hotel operations.\n\n \n\n52\n\n \n\n \n\n*Fiscal\n2026 - Performance-Based Cash Bonuses*\n\n \n\nOur\nexecutive officers are eligible to receive discretionary cash bonuses under the General Manager Bonus Plan equal to 25% of the aggregate\ncash bonuses received by the general managers of all of our hotels, regardless of region. The general managers receive a bonus based\non the achievement of budgeted gross operating profit (total revenues less operating expenses) (“GOP”) at their hotel on\na quarterly and annual basis. Under the plan, if the hotel’s actual quarterly and annual GOP exceeds the budgeted GOP, each general\nmanager is eligible for a potential maximum annual bonus of $20,000, consisting of a potential maximum quarterly bonus of $2,000 per\nquarter, ($8,000 per year), and a potential maximum year-end bonus of $11,000, a risk management bonus of $1,000 and a discretionary\nexcellent property inspection bonus up to $1,000.\n\n \n\nIn\nFiscal Year 2025 ending January 31, 2026, the Board approved a stock bonus of 7,000 shares for the CEO/President/Chairman, 6,500 shares\nfor the CFO, 5,000 shares each for the EVP Secretary/Treasurer/Vice Chairman and Senior Controller, 3,000 shares each for our Director\nof Hotel Operations, Assistant Controller, all three Trustees, and IT/Technology Manager, and 2,000 Shares for our Independent Consultant.\n\n \n\nQuarterly\nGeneral Manager GOP Bonus Potential:\n\n \n\nPercentage of Budgeted Quarterly GOP Achieved \nCash Bonus \n\nLess than 95% \n$0 \n\n95% \n$500 \n\n98% \n$1,000 \n\n102% \n$1,500 \n\n106% or more \n$2,000 \n\n \n\nYear-End\nGeneral Manager GOP Bonus Potential:\n\n \n\nPercentage of Budgeted Annual GOP Achieved \nCash Bonus \n\nLess than 95% \n$0 \n\n95% \n$1,000 \n\n98% \n$2,000 \n\n102% \n$5,000 \n\n106% \n$9,000 \n\n108% or more \n$11,000 \n\n \n\nThe\ngeneral manager aggregate cash bonuses for Fiscal Year 2026 were as follows:\n\n \n\nPeriod \nGM\nAggregate\nCash Bonus \n\nFirst Quarter – Fiscal Year 2026 \n$0 \n\nSecond Quarter – Fiscal Year 2026 \n$0 \n\nThird Quarter – Fiscal Year 2026 \n$0 \n\nFourth Quarter – Fiscal Year 2026 \n$0 \n\nYear End – Fiscal Year 2026 \n$1,650 \n\n \n\n*Benefits\nand Other Compensation*\n\n \n\nWe\nmaintain broad-based benefits that are provided to all employees, including health and dental insurance, life insurance and a 401(k)\nplan. We also have a mandatory matching contribution for our 401(k) plan. We do not have a pension plan. Our executive officers are eligible\nto participate in all of our employee benefit plans, in each case on the same basis as our other employees. See Note 23 – “Share\nBased Payments and Stock Options” for additional information about our Stock Options.\n\n \n\n53\n\n \n\n \n\n**Fiscal\nYear 2026 Summary Compensation Table**\n\n \n\nThe\ntable below shows individual compensation information paid to our executive officers for our Fiscal Years ended January 31, 2026 and\n2025:\n\n \n\nName and Principal \nFiscal  \nSalary  \nDiscretionary Bonus  \nNon-Equity Incentive Plan Compensation  \nAll Other Compensation  \nTotal \n\nPosition (1) \nYear  \n($)  \n($)(3)  \n($)(4)  \n($)(1)(2)  \n($) \n\n  \n   \n   \n   \n   \n   \n  \n\nJames F. Wirth, \n 2025  \n 123,577  \n   \n 3,075  \n   \n 126,652 \n\nChief Executive Officer \n 2026  \n 91,800  \n    \n 200  \n    \n 92,000 \n\n  \n    \n    \n    \n    \n    \n   \n\nSylvin R. Lange, \n 2025  \n 107,735  \n    \n 4,040  \n 500  \n 112,275 \n\nChief Financial Officer \n 2026  \n 112,975  \n    \n 3,750  \n 500  \n 117,225 \n\n  \n    \n    \n    \n    \n    \n   \n\nMarc E. Berg, \n 2025  \n 55,515  \n    \n 3,075  \n 500  \n 58,590 \n\nExecutive Vice President \n 2026  \n 45,655  \n    \n 200  \n    \n 46,590 \n\n \n\n(1)\nMatching contributions made under our 401(k) plan to our executive officers with a maximum of $500 per calendar year are included in\nall other compensation.\n\n \n\n(2)\nIn addition to the employer 401(k) match provided to all eligible Trust employees, Mr. Berg through his Berg Investment Advisors company\nwas compensated $0 for additional consultative services rendered by Mr. Marc Berg, the Trust’s Executive Vice President. Mr. Berg,\nand Mr. Lange received a monthly travel expense reimbursement of $100 during Fiscal 2025. This reimbursement was discontinued in Fiscal\nYear 2025. For the Fiscal Year ending January 31, 2025, Mr. Berg, and Mr. Lange received $500, and $500 respectively in expense reimbursement.\nFor the Fiscal Year ending January 31, 2026, Mr. Berg, and Mr. Lange received $0, and $0, respectively.\n\n \n\n(3)\nFrom time to time, Mr. Berg receives a discretionary bonus approved by the Compensation Committee team, related to his efforts resulting\nin the sales of Hotels. $0 was paid during the Fiscal Year ended January 31, 2026, and Fiscal Year ended January 31, 2025, respectively.\n\n \n\n(4)\nDuring Fiscal Year ending January 31, 2026 Mr. Wirth, Mr. Berg, and Mr. Lange received Non-Equity Incentive Plan Compensation consisting\nof Fiscal 2026 – Performance Based Cash Bonuses of $200, $200, and $3,750, respectively. During Fiscal Year ending January 31,\n2025 Mr. Wirth, Mr. Berg, and Mr. Lange received Non-Equity Incentive Plan Compensation consisting of Fiscal 2025 – Performance\nBased Cash Bonuses of $3,075, $3,075, and $4,040, respectively.\n\n \n\nDuring\nFiscal Year 2026 and 2025, we did grant other equity-based awards. None of our executive officers owned any stock options, or had any\noutstanding unvested Shares, as of January 31, 2026 and 2025. Consistent with ASC 718-10-55-10, compensation cost associated with issuance\nof these options has not been recognized as shareholder approval is not perfunctory. For stock option grants additional information about\nour stock option plan, see Note 23 to our Consolidated Financial Statements - “Stock Options.”\n\n \n\nAdditionally,\nrefer Note 23 of our Consolidated Financial Statements - Share Based Payments, and the section on Fiscal Year 2025 Trustee Compensation,\ncontained in Item11, for information on shares issued to our independent trustees from shareholder equity.\n\n \n\n**Indemnification\nAgreements**\n\n \n\nWe\nhave entered into indemnification agreements with all of our executive officers and Trustees. The agreements provide for indemnification\nagainst all liabilities and expenses reasonably incurred by an officer or Trustee in connection with the defense or disposition of any\nsuit or other proceeding, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter,\nbecause of his or her position at the Trust. There is no indemnification for any matter as to which an officer or Trustee is adjudicated\nto have acted in bad faith, with willful misconduct or reckless disregard of his or her duties, with gross negligence, or not in good\nfaith in the reasonable belief that his or her action was in our best interests. We may advance payments in connection with indemnification\nunder the agreements. The level of indemnification is to the full extent of the net equity based on appraised and/or market value of\nthe Trust.\n\n \n\n54\n\n \n\n \n\n**Potential\nPayments Upon Change in Control**\n\n \n\nWe\ndo not have employment agreements with our executive officers. However, our 2017 Equity Incentive Plan (the “**2017 Plan**”)\nprovides that the Compensation Committee of the Board of Trustees, in its sole discretion, may take such actions, if any, as it deems\nnecessary or desirable with respect to any award that is outstanding as of the date of the consummation of the change in control. Such\nactions may include, without limitation: (a) the acceleration of the vesting, settlement and/or exercisability of an award; (b) the payment\nof a cash amount in exchange for the cancellation of an award; (c) the cancellation of stock options and/or SARs without payment therefor\nif the fair market value of a share on the date of the change in control does not exceed the exercise price per share of the applicable\naward; and/or (d) the issuance of substitute awards that substantially preserve the value, rights and benefits of any affected awards.\n\n \n\nFor\npurposes of the 2017 Plan, subject to exceptions set forth in the 2017 Plan, a “change in control” generally includes (a)\nthe acquisition of more than 50% of the Trust’s Shares; (b) the incumbent board of trustees ceasing to constitute a majority of\nthe board of trustees; (c) a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets\nof the Trust; and (d) approval by the shareholders of the Trust of a complete liquidation or dissolution of the Trust. The full definition\nof “change in control” is set forth in the 2017 Plan.\n\n \n\nWhen\nan award is granted under the 2017 Plan, the Compensation Committee establishes the terms and conditions of that award, which are contained\nin an award agreement. The form of stock option award agreement under the 2017 Plan provides for unvested stock options to immediately\nvest in full and become exercisable if a change in control occurs while the participant is employed by the Trust or a subsidiary. In\naddition, the form of restricted share agreement for non-employee Trustee awards provides that unvested restricted shares held by a Trustee\nwill immediately vest in full if, prior to a vesting date, a change in control of the Trust occurs while the participant is serving as\na Trustee.\n\n \n\nA\nparticipant’s award agreement under the 2017 Plan may also contain specific provisions governing the vesting or forfeiture of an\naward upon a termination of the participant’s service to the Trust or a subsidiary. The form of stock option award agreement generally\nprovides that unvested stock options will become immediately vested in full if, prior to a vesting date, the participant ceases to be\nemployed by the Trust and its subsidiaries by reason of death or disability. Unvested stock options will be forfeited automatically if\nthe participant ceases to be employed by the Trust and its subsidiaries prior to an applicable vesting date. In addition, the form of\nstock option award agreement provides for the termination of stock options, to the extent not previously exercised or forfeited, on the\nearliest of the following dates: (i) one year after the termination of the participant’s employment by the Trust and its subsidiaries\ndue to death or disability; (ii) three months after the termination of the participant’s employment with the Trust and its subsidiaries\nfor any reason other than for death, disability or cause; (iii) immediately upon termination of employment, if the participant’s\nemployment is terminated by the Company and its subsidiaries for cause; or (iv) midnight on the tenth anniversary of the date of grant.\nUnless otherwise provided in the applicable award agreement or in an another written agreement with the participant, “cause”,\nas a reason for termination of a participant’s employment generally includes (a) the participant’s willful refusal to follow\nlawful directives of the Trust which are consistent with the scope and nature of the participant’s duties and responsibilities;\n(b) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, fraud or embezzlement; (c)\ngross negligence or willful misconduct resulting in a material loss to the Trust or any of its subsidiaries or material damage to the\nreputation of the Trust or any of its subsidiaries; (d) material breach of any one or more of the covenants contained in any proprietary\ninterest protection, confidentiality, non-competition or non-solicitation agreement between the participant and the Trust or a subsidiary;\nor (e) violation of any statutory or common law duty of loyalty to the Trust or any of its subsidiaries.\n\n \n\nThe\nform of restricted share agreement for non-employee Trustees generally provides that unvested restricted shares will become immediately\nvested in full if, prior to a vesting date, the participant dies or a change in control occurs while the participant is serving as a\nTrustee. Any unvested restricted shares will be forfeited automatically if the participant ceases to serve as a Trustee prior to an applicable\nvesting date.\n\n \n\n55\n\n \n\n \n\n**Fiscal\nYear 2026 Trustee Compensation**\n\n \n\nWe\ncompensate our non-employee Trustees for their services through grants of restricted Shares. The aggregate grant date fair value of these\nShares is shown in the table above. These restricted Shares vested in equal monthly amounts during our Fiscal Year 2025. As of January\n31, 2026, Messrs. Kutasi, Chase and Robson did not hold any unvested Shares. As compensation for our Fiscal Year 2025, on February 15,\n2024, we issued 9,000 additional restricted Shares (with the aggregate grant date fair value of $10,800 (per grant) to each of Messrs.\nKutasi, Chase, and Robson.\n\n \n\nWe\ndo not pay our Trustees an annual cash retainer, per meeting fees or additional compensation for serving on a Committee or as a Committee\nChair.\n\n \n\nThe\ntable below shows individual compensation information for our non-employee Trustees for our Fiscal Year ended January 31, 2026. Compensation\ninformation for Messrs. Wirth and Berg and, who do not receive additional compensation for their service as Trustees, is included in\nthe Summary Compensation Table above:\n\n \n\nName \nTotal Number of IHT Shares Awarded (#)  \nFees Earned or\nPaid in Cash\n($)  \nStock Awards\n($)(1)  \n\nTotal\n\n($)\n \n\n  \n   \n   \n   \n  \n\nLeslie T. Kutasi \n 9,000  \n$0  \n$12,870  \n$12,870 \n\nSteven S. Robson \n 9,000  \n$0  \n$12,870  \n$12,870 \n\nMichael G. Marchi \n 9,000  \n$0  \n$12,870  \n$12,870 \n\n \n\n \n(1)\nThe\ndollar amounts shown in the Stock Awards column reflect the aggregate grant date fair value of restricted Shares computed in accordance\nwith the Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of assumptions, we made\nin valuing restricted Shares, see Note 2, “Summary of Significant Accounting Policies – Stock-Based Compensation,”\nin the notes to our consolidated financial statements contained in our Annual Reports on Form 10-K for the Fiscal Years ended January\n31, 2026 and 2025. The Stock Awards were based on a stock price of $1.20 which was the closing price of the Trust’s Shares\nof Beneficial Interest as of May 15, 2023. The Board of Trustees met on May 15, 2023, and approved the payment. Additionally, on\nSeptember 11, 2025, the Trust’s Board of Trustees approved a grant to issue Officers, Trustees, and Key Employees totaling\n43,500 fully paid IHT restricted shares. The aggregate grant date fair value of these Shares was approximately $82,215, based on\na share value price of $1.89/share."}